By Wendy Van Sickle
Columbus, Ohio, Oct. 5 – Rivian Automotive Inc. priced $1.5 billion of 3.625% seven-year green convertible notes after the market close on Thursday with an initial conversion premium of 27.5%, according to a news release.
The notes priced at the cheap end of price talk for a coupon of 3.125% to 3.625% and an initial conversion premium of 27.5% to 32.5%, according to a market source.
Morgan Stanley & Co. LLC (lead left), Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC are bookrunners for the Rule 144A offering, which carries a 13-day greenshoe of $225 million.
The notes are non-callable until Oct. 20, 2027 and then subject to a 130% hurdle.
They are putable upon a fundamental change.
Starting July 15, 2030, noteholders may convert their notes at any time, with settlement in cash, shares or a combination of both at the company’s election.
In connection with the offering, the company will enter into capped call transactions for approximately $93.8 million. The cap price of the capped call transactions will initially be approximately $31.06 per share, representing a 70% premium.
Proceeds will be used to finance, refinance or make investments in eligible green projects.
Rivian is an Irvine, Calif.-based electric vehicle manufacturer.
| Issuer: | Rivian Automotive Inc.
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| Amount: | $1.5 billion
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| Greenshoe: | $225 million
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| Issue: | Green convertible senior notes
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| Maturity: | Oct. 15, 2030
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| Bookrunners: | Morgan Stanley & Co. LLC (lead left), Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC
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| Coupon: | 3.625%
|
| Conversion premium: | 27.5%
|
| Conversion price: | $23.29
|
| Conversion rate: | 42.929
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| Call options: | Non-callable until Oct. 20, 2027 and then subject to a 130% hurdle
|
| Put options: | At par upon a fundamental change
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| Pricing date: | Oct. 5
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| Settlement date: | Oct. 10
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| Talk: | Coupon of 3.125% to 3.625% and initial conversion premium of 27.5% to 32.5%
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| Stock symbol: | Nasdaq: RIVN
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| Stock price: | $18.27 at market close Oct. 5
|
| Market capitalization: | $17.32 billion
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