Rivian Automotive discloses convertible promissory note purchase agreement (11.96)
- On June 25, 2024 (the "Effective Date"), RIVN entered into a convertible promissory note purchase agreement (the "Note Purchase Agreement") by and between the Company, as issuer, and Volkswagen International America Inc. ("Investor"), a wholly-owned subsidiary of Volkswagen (VWAGY), as purchaser, providing for the issuance and sale by the Company to Investor of $1.0 billion of principal amount of a 4.75% convertible promissory note (the "Convertible Note") upon the terms and conditions set forth in the Note Purchase Agreement (the "Note Issuance").
- The Convertible Note is a senior unsecured obligation of the Company and will rank equal in right of payment with the Company's existing and future senior, unsecured indebtedness. Upon the later of (x) December 1, 2024 and (y) satisfaction of certain regulatory approvals and expiration of applicable waiting periods under applicable laws or regulations (the "Conversion Conditions" and such date, the "Conversion Date"), the Convertible Note will automatically convert (the "Conversion") into shares of the Company's Class A common stock, par value $0.001 per share (the "Common Stock") at a price per share of Common Stock as determined as follows: half of the then outstanding principal amount of, and accrued and unpaid interest on, the Convertible Note will convert at a price of $10.8359 per share of Common Stock based on the Company's 30-trading day volume-weighted average price prior to but not including the Effective Date (the "Part One Conversion Price") and the remaining half of the then outstanding principal amount of, and accrued and unpaid interest on, the Convertible Note will convert at a price per share of Common Stock based on the Company's 45-trading day volume-weighted average price prior to but not including the Conversion Date (the "Part Two Conversion Price").
- The Part One Conversion Price and the Part Two Conversion Price are subject to adjustment in connection with certain transactions, including payments of dividends on its Common Stock payable in shares of Common Stock, and stock splits or combinations of the Common Stock.