MP Materials Announces Pricing of $650 Million 3.00% Convertible Notes - Seite 2

Prior to the close of business on the business day immediately preceding December 1, 2029, 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 second scheduled trading day immediately preceding the maturity date, the notes will be convertible at the option of the holders at any time. 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 any portion of their notes at a fundamental change repurchase 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 corporate events occur or if MP Materials delivers a notice of redemption, MP Materials will, in certain circumstances, increase the conversion rate for any notes converted in connection with such corporate event or notice of redemption.

MP Materials estimates that the net proceeds from the offering will be approximately $632.8 million (or approximately $727.8 million if the initial purchasers exercise in full their option to purchase additional notes), after deducting initial purchasers’ discounts and estimated offering expenses. MP Materials intends to use the net proceeds from the offering (i) to fund the approximate $56.8 million cost of entering into the capped call transactions described below, (ii) to repurchase approximately 12.3 million shares of common stock, using approximately $191.6 million of the net proceeds from the offering as described below, (iii) to repurchase approximately $400.0 million in aggregate principal amount of its 0.25% green convertible senior notes due 2026 (the “2026 notes”) using approximately $358.4 million of the net proceeds from the offering as described below, and (iv) for general corporate purposes.

In connection with the pricing of the notes, MP Materials has entered into privately negotiated capped call transactions with one or more of the initial purchasers of the notes or their respective affiliates and certain financial institutions (the “capped call counterparties”). The capped call transactions cover, subject to anti-dilution adjustments substantially similar to those applicable to the notes, the number of shares of common stock that initially underlie the notes, assuming the initial purchasers do not exercise their option to purchase additional notes. The cap price of the capped call transactions is initially $31.06 per share of common stock, representing a premium of 100% above the last reported sale price of $15.53 per share of common stock on March 4, 2024, and is subject to certain adjustments under the terms of the capped call transactions. The capped call transactions are expected generally to reduce potential dilution to the common stock upon conversion of the notes and/or offset any cash payments that MP Materials could be required to make in excess of the principal amount of any converted notes upon conversion thereof, 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, MP Materials expects to enter into additional capped call transactions with the capped call counterparties.