PHOENIX, Dec. 7, 2023
/PRNewswire/ -- Nikola Corporation (Nasdaq: NKLA) today announced
the pricing of its concurrent public offerings of 133,333,334
shares of common stock, at a public offering price of $0.75 per share, and $175,000,000 aggregate principal amount of 8.25%
Green Convertible Senior Notes due 2026 (the "Notes"). The issuance
and sale of the common stock and the Notes are scheduled to settle
on December 12, 2023, subject to
customary closing conditions. The completion of the common stock
offering will not be contingent on the completion of the Notes
offering, and the completion of the Notes offering will not be
contingent on the completion of the common stock offering.
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 and
will accrue interest at a rate of 8.25% per annum, payable
semi-annually in arrears on June 15
and December 15 of each year,
beginning on June 15, 2024. The Notes
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 initial conversion rate is 1,111.1111 shares of common
stock per $1,000 principal amount of
Notes, which represents an initial conversion price of
approximately $0.90 per share of common stock. The initial
conversion price represents a premium of approximately 20%
over the public offering price per share of common stock in the
common stock offering. The conversion rate and conversion price
will be subject to adjustment upon the occurrence of certain
events.
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 a "fundamental change" (as defined in the indenture for the
Notes) occurs 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.
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 (and, when
available, the final prospectus supplement) for each offering,
together with the accompanying prospectus, is or will be available
on the SEC's website at www.sec.gov. Alternatively, copies of these
documents 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 completion of the offerings and
the expected amount and intended use of the net 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, the
satisfaction of the closing conditions related to the offerings and
risks relating to Nikola's business, including those described in
the section captioned "Risk Factors" in the preliminary prospectus
supplement (or, when available, the final prospectus supplement)
related to each offering and periodic reports that Nikola files
from time to time with the SEC. Nikola may not consummate the
offerings described in this press release and, if the offerings are
consummated, cannot provide any assurances regarding 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