MP Materials Corp. recently entered into an agreement to exchange its 0.25% Convertible Senior Notes due 2026 for 3.00% Convertible Senior Notes due 2030. The closing of the exchange, which is set to take place electronically on December 16, 2024, will see the company issue the new notes to the exchanging holders in denominations of $1,000 principal amount and integral multiples of $1,000 in excess thereof.
The company's 3.00% Convertible Senior Notes due 2030 are part of the same series as the existing 3.00% Convertible Senior Notes due 2030. These new notes will be convertible into cash, shares of common stock of the company, or a combination of cash and underlying shares, in accordance with the terms of the Indenture.
The exchange is being made without registration under the Securities Act of 1933, as amended, and is exclusively available to institutional "accredited investors" within the meaning of Rule 501 of Regulation D under the Securities Act, who are also "qualified institutional buyers" in reliance upon an exemption from registration under Section 4(a)(2) of the Securities Act.
The maximum number of underlying shares initially issuable upon conversion of the new notes, assuming settlement solely in shares of Stock and taking into account the maximum make-whole adjustment under the Indenture, have been duly and validly authorized and reserved for issuance by the company.
The company has represented and warranted that the new notes have been duly authorized and, when duly executed by the company in accordance with the terms of the Indenture, assuming due authentication of the new notes by the New Notes Trustee, upon delivery to the investors, will be validly issued and delivered.
The company has also confirmed that the new notes will not be of the same class as securities listed on a national securities exchange registered under Section 6 of the Securities Exchange Act of 1934, as amended, or quoted in a U.S. automated inter-dealer quotation system, within the meaning of Rule 144A(d)(3)(i) under the Securities Act.
The investor and each account participating in the exchange have made representations and warranties to the company, including confirming that participation in the exchange will not contravene any law, rule, regulation, or governmental or judicial decrees, injunctions, or orders binding on the investor or any account.
Today the company's shares have moved -4.2% to a price of $19.66. If you want to know more, read the company's complete 8-K report here.
