MP Materials Announces Proposed Green Convertible Senior Notes Offering

MP Materials Corp. (NYSE: MP) (“MP Materials” or the “Company”) today announced that it plans to offer, subject to market and other conditions, $500 million principal amount of its 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 expects to grant 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 $75 million principal amount of notes.

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. In certain circumstances and during certain periods, the notes may be converted into cash, shares of MP Materials’ common stock (the “common stock”), or a combination of cash and shares of common stock, at MP Materials’ election.

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 or invest the net proceeds in marketable securities or other investments.

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.