Rivian greenshoe ups seven-year green convertibles to $1.73 billion

By Wendy Van Sickle

Columbus, Ohio, Oct. 11 – Rivian Automotive Inc. issued an additional $225 million of its 3.625% seven-year green convertible notes pursuant to the underwriters’ full exercise of the deal’s greenshoe, according to an 8-K filing with the Securities and Exchange Commission.

Combined with the original $1.5 billion of the convertibles priced after the market close on Oct. 10, the greenshoe brings the deal size to $1,725,000,000.

The convertibles priced with an initial conversion premium of 27.5%, 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%, as previously reported.

Morgan Stanley & Co. LLC (lead left), Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC are bookrunners for the Rule 144A offering.

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 $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.

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