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

MP Materials Corp. (NYSE: MP) (“MP Materials” or the “Company”) today announced the pricing of an offering of $650 million principal amount of its 3.00% Convertible Senior Notes due 2030 (the “notes”) through 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”). MP Materials has also granted the initial purchasers an option to purchase, for settlement within a 13-day period beginning on, and including, the date MP Materials first issues the notes, up to an additional $97.5 million principal amount of notes. The offering was upsized from the previously announced offering of $500 million principal amount. The offering is expected to close on March 7, 2024, subject to customary closing conditions.

The notes will be senior unsecured obligations of MP Materials, and interest will be payable semi-annually in arrears on March 1 and September 1 of each year, beginning on September 1, 2024. The notes will mature on March 1, 2030, unless earlier converted, redeemed or repurchased. MP Materials may redeem for cash all or any portion of the notes (subject to a partial redemption limitation), at MP Materials’ option, on or after March 5, 2027 and prior to the 41^st scheduled trading day immediately preceding the maturity date, if (i) certain liquidity conditions are met and (ii) the last reported sale price of MP Materials’ common stock (the “common stock”) has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive), including the trading day immediately preceding the date on which MP Materials provides notice of redemption, during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which MP Materials provides the related notice of redemption at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest.

The notes will be convertible into cash, shares of common stock or a combination of cash and shares of common stock at MP Materials’ election at an initial conversion rate of 45.9939 shares of common stock per $1,000 principal amount of the notes, which is equivalent to an initial conversion price of approximately $21.74 per share. The initial conversion price of the notes represents a premium of approximately 40% over the last reported sale price of $15.53 per share of the common stock on March 4, 2024. The conversion rate and conversion price will be subject to adjustment upon the occurrence of certain events.