Rivian Automotive prices $1.3b green convertible notes at 4.625% By Investing.com2 min read
© Reuters Rivian Automotive (RIVN) prices $1.3b green convertible notes at 4.625%
Rivian Automotive, Inc. (Nasdaq: RIVN) announced the pricing of its offering of $1,300,000,000 aggregate principal amount of 4.625% green convertible senior notes due 2029 in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The issuance and sale of the notes are scheduled to settle on March 10, 2023, subject to customary closing conditions. Rivian also granted the initial purchasers of the notes an option to purchase, for settlement within a period of 13 days from, and including, the date the notes are first issued, up to an additional $200,000,000 principal amount of notes.
The notes will be senior, unsecured obligations of Rivian and will accrue interest at a rate of 4.625% per annum, payable semi-annually in arrears on March 15 and September 15 of each year, beginning on September 15, 2023. The notes will mature on March 15, 2029, unless earlier repurchased, redeemed or converted. Before December 15, 2028, noteholders will have the right to convert their notes only upon the occurrence of certain events. From and after December 15, 2028, noteholders may convert their notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date. Rivian will settle conversions by paying or delivering, as applicable, cash, shares of its Class A common stock (the “common stock”) or a combination of cash and shares of its common stock, at Rivian’s election. The initial conversion rate is 49.6771 shares of common stock per $1,000 principal amount of notes, which represents an initial conversion price of approximately $20.13 per share of common stock. The initial conversion price represents a premium of approximately 37.5% over the last reported sale price of $14.64 per share of Rivian’s common stock on March 7, 2023. The conversion rate and conversion price will be subject to adjustment upon the occurrence of certain events.
The notes will be redeemable, in whole or in part (subject to certain limitations), for cash at Rivian’s option at any time, and from time to time, on or after March 20, 2026 and on or before the 20th scheduled trading day immediately before the maturity date, but only if the last reported sale price per share of Rivian’s common stock exceeds 130% of the conversion price for a specified period of time. The redemption price will be equal to the principal amount of the notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.