NEWARK, Calif., Dec. 9, 2021 /PRNewswire/ -- Lucid Group, Inc.
("Lucid")(Nasdaq: LCID) today announced the pricing of its offering
of $1,750,000,000 aggregate principal
amount of 1.25% convertible senior notes due 2026 (the "notes") in
a private offering to persons reasonably believed to be qualified
institutional buyers pursuant to Rule 144A under the Securities Act
of 1933, as amended (the "Securities Act"). The issuance and sale
of the notes are scheduled to settle on or about December 14,
2021, subject to the satisfaction of customary closing conditions.
Lucid also granted the initial purchasers of the notes an option,
for settlement within a period of 13 days from, and including, the
date the notes are first issued, to purchase up to an additional
$262,500,000 principal amount of
notes.
The notes will be senior, unsecured obligations of Lucid and
will accrue interest at a rate of 1.25% per annum, payable
semi-annually in arrears on June 15 and December 15 of
each year, beginning on June 15, 2022. The notes will mature
on December 15, 2026, unless earlier repurchased, redeemed or
converted. Before September 15, 2026, noteholders will have
the right to convert their notes only upon the occurrence of
certain events and during specified periods. From and after
September 15, 2026, noteholders may convert their notes at any
time at their election until the close of business on the second
scheduled trading day immediately before the maturity date. Lucid
will settle conversions of notes by paying or delivering, as
applicable, cash, shares of its Class A common stock (the "common
stock") or a combination thereof, at Lucid's election. The initial
conversion rate is 18.2548 shares of common stock per $1,000 principal amount of notes, which
represents an initial conversion price of approximately
$54.78 per share of common stock. The
initial conversion price represents a premium of approximately
50.00% over the last reported sale price on The Nasdaq Global
Select Market of $36.52 per share of
Lucid's common stock on December 9, 2021. The conversion rate
and conversion price will be subject to adjustment upon the
occurrence of certain events. If a "make-whole fundamental change"
(as defined in the indenture for the notes) occurs, Lucid will, in
certain circumstances, increase the conversion rate for a specified
time for holders who convert their notes in connection with that
make-whole fundamental change.
The notes will be redeemable, in whole or in part (subject to
certain limitations), for cash at Lucid's option at any time, and
from time to time, on or after December 20, 2024, and on or
before the 31st scheduled trading day immediately before the
maturity date, but only if the last reported sale price per share
of Lucid's common stock exceeds 130% of the conversion price for a
specified period of time and certain liquidity conditions are
satisfied. The redemption price will be equal to the principal
amount of the notes to be redeemed, plus accrued and unpaid
interest, if any, to, but excluding, the redemption date. If Lucid
calls any or all notes for redemption, holders of notes called for
redemption may convert their notes during the related redemption
conversion period, and any such conversion will also constitute a
"make-whole fundamental change" with respect to the notes so
converted.
If a "fundamental change" (as defined in the indenture for the
notes) occurs, then, subject to limited exceptions, holders may
require Lucid to repurchase their notes for cash. The repurchase
price will be equal to the principal amount of the notes to be
repurchased, plus accrued and unpaid interest, if any, to, but
excluding, the applicable repurchase date.
Lucid estimates that the net proceeds from the offering will be
approximately $1,727 million (or
approximately $1,987 million if the
initial purchasers fully exercise their option to purchase
additional notes), after deducting the initial purchasers'
discounts and commissions and estimated offering expenses.
Lucid intends to allocate an amount equal to the net proceeds from
the notes to finance or refinance, in whole or in part, one or more
new or existing "Eligible Green Investments," including the
development, manufacture, or distribution of products, key
components, and machinery related to electric vehicles or energy
storage systems, as well as investments and expenditures related to
renewable energy, energy efficiency, and sustainable water and
waste management. Pending such allocation, Lucid intends to
use the net proceeds of the offering for business expansion and
general corporate purposes, which may include investing in our
manufacturing capabilities, expanding. and improving operations
such as our retail and service network, investing in research and
development, and supporting other potential growth
opportunities.
The offer and sale of the notes and any shares of common stock
issuable upon conversion of the notes have not been, and will not
be, registered under the Securities Act or any other securities
laws, and the notes and any such shares cannot be offered or sold
except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and
any other applicable securities laws. This press release does not
constitute an offer to sell, or the solicitation of an offer to
buy, the notes or any shares of common stock issuable upon
conversion of the notes, nor will there be any sale of the notes or
any such shares, in any state or other jurisdiction in which such
offer, sale or solicitation would be unlawful.
About Lucid Group
Lucid's mission is to inspire the adoption of sustainable energy
by creating the most captivating electric vehicles, centered around
the human experience. The company's first car, Lucid Air, is a
state-of-the-art luxury sedan with a California-inspired design that features
luxurious full-size interior space in a mid-size exterior
footprint. Underpinned by race-proven technology, Lucid Air offers
up to 520 miles of range and 1,111 horsepower, and was named the
2022 MotorTrend Car of the Year. Customer deliveries of Lucid Air,
which is produced at Lucid's new factory in Casa Grande, Arizona, are underway.
Forward-Looking Statements
This press release includes forward-looking statements,
including statements regarding the completion of the offering and
the expected amount and intended use of the net proceeds.
Forward-looking statements represent Lucid's current expectations
regarding future events and are subject to known and unknown risks
and uncertainties that could cause actual results to differ
materially from those implied by the forward-looking statements.
Among those risks and uncertainties are market conditions, the
satisfaction of the closing conditions related to the offering and
risks relating to Lucid's business, including those described in
periodic reports that Lucid files from time to time with the SEC.
Lucid may not consummate the offering described in this press
release and, if the offering is consummated, cannot provide any
assurances regarding its ability to effectively apply the net
proceeds as described above. The forward-looking statements
included in this press release speak only as of the date of this
press release, and Lucid does not undertake to update the
statements included in this press release for subsequent
developments, except as may be required by law.
Media Contact
media@lucidmotors.com
lucid@brunswickgroup.com
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SOURCE Lucid Motors