PHOENIX, Dec. 6, 2023
/PRNewswire/ -- Nikola Corporation (Nasdaq: NKLA) today announced
its intention to offer, subject to market and other conditions,
$100,000,000 of common stock and
$200,000,000 aggregate principal
amount of Green Convertible Senior Notes due 2026 (the "Notes") in
separate public offerings registered under the Securities Act of
1933, as amended. Nikola also expects to grant the underwriters of
the common stock offering a 30-day option to purchase up to an
additional $15,000,000 of common
stock to cover over-allotments, and expects to grant the
underwriters of the Notes offering an option to purchase, for
settlement within a period of 13 days from, and including, the date
the Notes are first issued, up to an additional $30,000,000 principal amount of Notes to cover
over-allotments.
BTIG is acting as lead book-running manager and representative
for the offerings. Baird, Bryan, Garnier & Co. and Wolfe |
Nomura Alliance are acting as joint
book-running managers for the offerings.
The Notes will be senior, unsecured obligations of Nikola, will
accrue interest payable semi-annually in arrears and will mature on
December 15, 2026, unless earlier
repurchased, redeemed or converted. At any time before the close of
business on the second scheduled trading day immediately before the
maturity date, noteholders may convert their Notes at their option.
Nikola will settle conversions by delivering (i) shares of Nikola's
common stock (together, if applicable, with cash in lieu of any
fractional share) at the then-applicable conversion rate; and (ii)
a cash amount representing the present value of remaining scheduled
coupon payments on the converted Notes.
The Notes will be redeemable, in whole or in part (subject to
certain limitations), for cash at Nikola's option at any time, and
from time to time, on or after December 15,
2025 and before the maturity date, but only if the last
reported sale price per share of Nikola's common stock exceeds 175%
of the conversion price for a specified period of time. The
redemption price will be equal to the principal amount of the Notes
to be redeemed, plus accrued and unpaid interest, if any, to, but
excluding, the redemption date.
If certain corporate events that constitute a "fundamental
change" occur prior to the maturity date, then, subject to a
limited exception, noteholders may require Nikola to repurchase
their Notes for cash. The repurchase price will be equal to the
principal amount of the Notes to be repurchased, plus accrued and
unpaid interest, if any, to, but excluding, the applicable
repurchase date.
The interest rate, initial conversion rate and other terms of
the Notes will be determined at the pricing of the Notes
offering.
Nikola intends to use the net proceeds from the common stock
offering for working capital and other general corporate purposes
and allocate an amount equal to the net proceeds from the Notes
offering to finance, refinance, or make direct investments in, in
whole or in part, one or more new or recently completed (within the
24 months prior to the issue date of the Notes), current or future
eligible projects (such projects, "Eligible Green Projects") in
alignment with the guidelines of the Green Bond Principles, 2021
(with June 2022 Appendix I). Pending
full allocation of an amount equal to the net proceeds from the
offerings to Eligible Green Projects, Nikola may temporarily invest
the net proceeds in cash or other short term liquid instruments,
and Nikola will not knowingly invest in operations that result in
an overall net increase in greenhouse gas emissions.
The offerings are being made pursuant to an effective shelf
registration statement on file with the Securities and Exchange
Commission (the "SEC"), which became effective on April 14, 2022 (File No. 333-264068). Each
offering will be made only by means of a prospectus supplement
relating to that offering and an accompanying prospectus. An
electronic copy of the preliminary prospectus supplement for each
offering, together with the accompanying prospectus, is available
on the SEC's website at www.sec.gov. Alternatively, copies
of each preliminary prospectus supplement, together with the
accompanying prospectus, can be obtained by contacting: BTIG, LLC,
600 Montgomery Street, San Francisco,
CA 94111 Attention: Syndicate Department (415-248-2200) or
by email at prospectusdelivery@btig.com.
This press release does not constitute an offer to sell, or the
solicitation of an offer to buy, any securities referred to in this
press release, nor will there be any sale of any such securities,
in any state or other jurisdiction in which such offer, sale or
solicitation would be unlawful prior to registration or
qualification under the securities laws of such state or
jurisdiction.
About Nikola Corporation
Nikola Corporation's mission is clear: pioneering solutions for
a zero-emissions world. As an integrated truck and energy company,
Nikola is transforming commercial transportation, with our Class 8
vehicles, including battery-electric and hydrogen- fuel cell
electric trucks, and our energy brand, HYLA, driving the
advancement of the complete hydrogen refueling ecosystem, covering
supply, distribution and dispensing. Nikola headquarters is based
in Phoenix, Arizona with a
manufacturing facility in Coolidge,
Arizona.
Forward-Looking Statements
This press release includes forward-looking statements,
including statements regarding the anticipated terms of the Notes
and common stock being offered, the completion, timing and size of
the proposed offerings, the grant to the underwriters of the option
to purchase additional shares or Notes in the public offering, and
the intended use of the proceeds. Forward-looking statements
represent Nikola's current expectations regarding future events and
are subject to known and unknown risks and uncertainties that could
cause actual results to differ materially from those implied by the
forward-looking statements. Among those risks and uncertainties are
market conditions, including market interest rates, the trading
price and volatility of Nikola's common stock and risks relating to
Nikola's business, including those described in the section
captioned "Risk Factors" in the preliminary prospectus supplement
related to each offering and periodic reports that Nikola files
from time to time with the SEC. Nikola may not consummate the
proposed offerings described in this press release and, if the
proposed offerings are consummated, cannot provide any assurances
regarding the final terms of the common stock offering or the Notes
offering or its ability to effectively apply the net proceeds as
described above. The forward-looking statements included in this
press release speak only as of the date of this press release, and
Nikola does not undertake to update the statements included in this
press release for subsequent developments, except as may be
required by law.
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SOURCE Nikola Corporation