UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01. | Other Events. |
On March 4, 2024, MP Materials Corp. (the “Company”) issued a press release made pursuant to Rule 135c under the Securities Act of 1933, as amended (the “Securities Act”), announcing the commencement of a private offering, subject to market and other conditions, of $500 million aggregate principal amount of its Convertible Senior Notes due 2030 (the “notes”). The Company also expects to grant the initial purchasers of the notes an option to purchase, for settlement within a 13-day period beginning on, and including, the date the Company first issues the notes, up to an additional $75 million aggregate principal amount of the notes. The notes will be offered only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act. The full text of the press release is attached as Exhibit 99.1 hereto and incorporated by reference herein.
In connection with the offering, the Company expects to enter into privately negotiated capped call transactions with one or more of the initial purchasers of the notes, their respective affiliates and/or other financial institutions (the “option counterparties”). If the initial purchasers exercise their option to purchase additional notes, the Company expects to enter into additional capped call transactions with the option counterparties.
Concurrently with the commencement of the notes offering, the Company also issued a press release announcing the authorization of a share repurchase program of up to $300 million of the Company’s outstanding common stock, par value $0.0001 per share. The $300 million authorization is effective for one year and does not require the purchase of any minimum number of shares. The full text of the press release is attached as Exhibit 99.2 hereto and incorporated by reference herein.
This report shall not constitute an offer to sell or the solicitation of an offer to buy the notes, shares of Company common stock or any other securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering, solicitation or sale would be unlawful.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
The following exhibits are filed as part of this Current Report on Form 8-K:
| Exhibit |
Description | |
| 99.1 | Press release issued on March 4, 2024 by MP Materials Corp. regarding the notes offering. | |
| 99.2 | Press release issued on March 4, 2024 by MP Materials Corp. regarding the share repurchase program. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| MP MATERIALS CORP. | ||||||
| By: | /s/ Elliot D. Hoops | |||||
| Name: Elliot D. Hoops | ||||||
| Title: General Counsel and Secretary | ||||||
| Date: March 4, 2024 | ||||||