Fisker Inc. (NYSE: FSR) (“Fisker”) today announced its intention
to offer, subject to market conditions and other factors,
$600,000,000 aggregate principal amount of its Green Convertible
Senior Notes due 2026 (the "notes") in a private offering only to
persons reasonably believed to be qualified institutional buyers
pursuant to Rule 144A under the Securities Act of 1933, as amended
(the "Act"). Fisker also expects to grant the initial purchasers of
the notes an option to purchase, within a 13-day period beginning
on, and including, the date the notes are first issued, up to an
additional $90,000,000 aggregate principal amount of the notes.
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Fisker Inc. today announced its intention
to offer, subject to market conditions and other factors,
$600,000,000 aggregate principal amount of its Green Convertible
Senior Notes due 2026 (the "notes") in a private offering only to
persons reasonably believed to be qualified institutional buyers
pursuant to Rule 144A under the Securities Act of 1933, as amended
(the "Act"). Fisker also expects to grant the initial purchasers of
the notes an option to purchase, within a 13-day period beginning
on, and including, the date the notes are first issued, up to an
additional $90,000,000 aggregate principal amount of the notes.
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The notes will be senior unsecured obligations of Fisker, and
interest on the notes will be payable semi-annually in arrears on
March 15 and September 15 of each year, beginning on March 15,
2022. The notes will mature on September 15, 2026, unless earlier
converted, redeemed or repurchased. The notes will be convertible
under certain circumstances into cash, shares of Fisker's Class A
common stock (the “Common Stock”), or a combination thereof, at
Fisker's election. The interest rate, initial conversion rate and
other terms of the notes are to be determined upon pricing of the
offering.
In connection with the pricing of the notes, Fisker expects to
enter into privately negotiated capped call transactions with one
or more of the initial purchasers of the notes or affiliates
thereof and/or other financial institutions (the "option
counterparties"). The capped call transactions are expected to
cover, subject to anti-dilution adjustments substantially similar
to those applicable to the notes, the number of shares of Common
Stock that will initially underlie the notes. The capped call
transactions are expected generally to reduce the potential
dilution to the Common Stock upon any conversion of notes and/or
offset any potential cash payments that Fisker is required to make
in excess of the principal amount of converted notes, as the case
may be, with such reduction and/or offset subject to a cap. If the
initial purchasers exercise their option to purchase additional
notes, Fisker expects to enter into additional capped call
transactions with the option counterparties.
In connection with establishing their initial hedge of the
capped call transactions, the option counterparties and/or their
respective affiliates expect to enter into various derivative
transactions with respect to the Common Stock and/or may purchase
shares of Common Stock concurrently with, or shortly after, the
pricing of the notes. These activities could increase (or reduce
the size of any decrease in) the market price of the Common Stock
or the notes at that time. In addition, Fisker expects that the
option counterparties and/or their respective affiliates may modify
their hedge positions by entering into or unwinding certain
derivative transactions with respect to the Common Stock and/or by
purchasing or selling shares of Common Stock or other securities of
Fisker in secondary market transactions following the pricing of
the notes and from time to time prior to the maturity of the notes
(and are likely to do so during any observation period related to a
conversion of the notes). This activity could also cause or avoid
an increase or a decrease in the market price of the Common Stock
or the notes, which could affect the ability of noteholders to
convert the notes, and, to the extent the activity occurs during
any observation period related to a conversion of the notes, it
could affect the number of shares of Common Stock, if any, and
value of the consideration that noteholders will receive upon
conversion of the notes.
Fisker intends to allocate an amount equal to the net proceeds
from the offering of the notes to finance or refinance, in whole or
in part, one or more new or existing “eligible green projects” of
Fisker, including PEAR program development, battery pack assembly
and potential localization, the furtherance of new model
development and technology development. Pending such allocation of
net proceeds to eligible green projects, Fisker intends to use the
net proceeds from the offering to fund the cost of the capped call
transactions described above and for working capital and general
corporate purposes. If the initial purchasers exercise their option
to purchase additional notes, Fisker intends to use a portion of
the additional net proceeds to fund the cost of entering into
additional capped call transactions.
This press release is neither an offer to sell nor a
solicitation of an offer to buy any of these securities and shall
not constitute an offer, solicitation, or sale in any jurisdiction
in which such offer, solicitation, or sale is unlawful. The notes
will be offered to persons reasonably believed to be qualified
institutional buyers pursuant to Rule 144A under the Act. Neither
the notes nor the shares of Common Stock issuable upon conversion
of the notes, if any, have been registered under the Act or the
securities laws of any other jurisdiction and unless so registered,
may not be offered or sold in the United States absent registration
or an applicable exemption from, or in a transaction not subject
to, such registration requirements of the Act and other applicable
securities laws.
About Fisker Inc.
California-based Fisker Inc. is revolutionizing the automotive
industry by developing the most emotionally desirable and
eco-friendly electric vehicles on Earth. Passionately driven by a
vision of a clean future for all, Fisker is on a mission to become
the No. 1 e-mobility service provider with the world’s most
sustainable vehicles.
Forward-Looking Statements
This press release includes forward-looking statements, which
are subject to the “safe harbor” provisions of the U.S. Private
Securities Litigation Reform Act of 1995. These statements may be
identified by words such as “feel,” “believes,” expects,”
“estimates,” “projects,” “intends,” “should,” “is to be,” or the
negative of such terms, or other comparable terminology and
include, among other things, statements regarding the notes
offering, the anticipated use of proceeds therefrom and the capped
call transactions and other future events that involve risks and
uncertainties. Such forward-looking statements are not guarantees
of future performance and are subject to risks and uncertainties,
which could cause actual results to differ materially from the
forward-looking statements contained herein due to many factors,
including, but not limited to: the ability to consummate the
offering of the notes within the timing and at the price
anticipated by Fisker; the ability to enter into the capped call
transactions on the timing and at the price anticipated by Fisker;
changes in the terms of the notes and the capped call transactions;
and those factors discussed in Fisker’s Annual Report on Form
10-K/A for the year ended December 31, 2020, its Quarterly Report
on Form 10-Q for the quarter ended March 31, 2021, its Quarterly
Report on Form 10-Q for the quarter ended June 30, 2021 and in its
subsequent filings with the Securities and Exchange Commission. Any
forward-looking statements speak only as of the date on which they
are made, and Fisker undertakes no obligation to update any
forward-looking statement to reflect events or circumstances after
the date of this press release.
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version on businesswire.com: https://www.businesswire.com/news/home/20210811005839/en/
Fisker Inc. Simon Sproule, SVP, Communications 310.374.6177 |
Fisker@DRIVEN360.com
Rebecca Lindland, Director, Communications
rlindland@fiskerinc.com
Dan Galves, VP, Investor Relations dgalves@fiskerinc.com
FiskerIR@icrinc.com
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