Exhibit 99.1
MP Materials Announces Pricing of $600 Million Green Convertible Senior Notes Offering
MOUNTAIN PASS, Calif., March 23, 2021 – MP Materials Corp. (NYSE: MP) (“MP Materials” or the “Company”) today announced the pricing of an offering of $600 million principal amount of its 0.25% Green Convertible Senior Notes due 2026 (the “notes”) through a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). MP Materials has also granted the initial purchasers an option to purchase, exercisable within the 30-day period immediately following the pricing date of the offering, up to an additional $90 million principal amount of notes. The offering is expected to close on March 26, 2021, subject to customary closing conditions.
The notes will be senior unsecured obligations of MP Materials, and interest will be payable semi-annually in arrears on April 1 and October 1 of each year, beginning on October 1, 2021. The notes will mature on April 1, 2026, unless earlier converted, redeemed or repurchased. MP Materials may redeem for cash all or any portion of the notes, at MP Materials’ option, on or after April 5, 2024, if the last reported sale price of MP Materials’ common stock (the “common stock”) has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest.
The notes will be convertible into cash, shares of common stock or a combination of cash and shares of common stock at MP Materials’ election at an initial conversion rate of 22.5861 shares of common stock per $1,000 principal amount of the notes, which is equivalent to an initial conversion price of approximately $44.28 per share. The initial conversion price of the notes represents a premium of approximately 26.5% over the $35.00 per share public offering price in a concurrent public secondary stock offering also announced today.
Prior to the close of business on the business day immediately preceding January 1, 2026, the notes will be convertible at the option of the holders only upon the satisfaction of certain conditions and during certain periods. Thereafter, until the close of business on the business day immediately preceding the maturity date, the notes will be convertible at the option of the holders at any time regardless of these conditions. If MP Materials undergoes a fundamental change (as defined in the indenture governing the notes), holders may require MP Materials to purchase for cash all or part of their notes at a purchase price equal to 100% of the principal amount of the notes to be purchased, plus accrued and unpaid interest, if any, up to, but excluding, the fundamental change repurchase date. In addition, if certain make-whole fundamental changes occur or if the notes are subject to redemption, MP Materials will, in certain circumstances, increase the conversion rate for any notes converted in connection with such make-whole fundamental change or such redemption.
MP Materials estimates that the net proceeds from the offering will be approximately $584.5 million (or approximately $672.2 million if the initial purchasers exercise in full their option to purchase additional notes), after deducting discounts, commissions and estimated offering expenses. MP Materials intends to allocate an amount equal to the net proceeds from the offering of the notes to existing or future investments in, or the financing or refinancing of, eligible “green projects” of MP Materials. Eligible green projects are intended to reduce the Company’s environmental impact and/or enable the production of low-carbon technologies. MP Materials aims to achieve a level of allocation for eligible green projects which matches the amount of such net proceeds. Pending such allocation of the net proceeds to eligible green projects, MP Materials intends to use the net proceeds from the offering of the notes for general corporate purposes.
The notes and the shares of common stock issuable upon conversion of the notes have not been, and will not be, registered under the Securities Act, or under any state securities laws, and may not be offered or sold in the United States without registration under, or an applicable exemption from, the registration requirements. This press release is not an offer to sell, nor is it a solicitation of an offer to buy, these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any state or any jurisdiction. It is issued pursuant to Rule 135c under the Securities Act.
