Lithium Americas Corp. (TSX: LAC) (NYSE: LAC)
(“Lithium Americas” or the
“Company”) today announced the closing of its
previously announced offering of US$225,000,000 aggregate principal
amount of 1.75% convertible senior notes due 2027 (the
“
Notes” and the “
Offering”).
The Company has used a portion of the net
proceeds from the Offering to repay in full its US$205 million
senior secured credit facility. The Company intends to use the
remainder of the net proceeds from the Offering to repay other
indebtedness and for general corporate purposes.
The initial purchasers under the Offering were
Deutsche Bank Securities Inc. and Clarksons Platou Securities AS,
which acted as joint book-running managers, BMO Capital Markets
Corp., Canaccord Genuity LLC and TD Securities Inc., which acted as
passive book-running managers, and B. Riley Securities, Inc.,
Cormark Securities Inc., Cowen and Company, LLC, National Bank
Financial Inc., Scotia Capital (USA) Inc., Stifel, Nicolaus &
Company, Incorporated, Industrial Alliance Securities Inc., and
Tuohy Brothers Investment Research Inc., which acted as co-managers
(collectively, the “Initial Purchasers”).
The Company has granted the Initial Purchasers
an over-allotment option (the “Over-Allotment
Option”) to purchase up to an additional US$33,750,000
aggregate principal amount of Notes, exercisable in whole or in
part at any time until 30 days after the pricing of the Offering,
which occurred on December 1, 2021. If the Over-Allotment Option is
exercised in full, the Offering size will increase to
US$258,750,000 aggregate principal amount of Notes.
The Notes are unsecured and will accrue interest
payable semi-annually in arrears at a rate of 1.75% per annum on
January 15 and July 15 of each year, beginning on July 15, 2022.
Prior to October 15, 2026, the Notes will be convertible at the
option of the holders during certain periods, upon satisfaction of
certain conditions. Thereafter, the Notes will be convertible at
any time until the close of business on the business day
immediately preceding the maturity date. Upon conversion, the Notes
may be settled, at the Company’s election, in common shares of the
Company (the “Shares”), cash or a combination
thereof. The initial conversion rate for the Notes will be 21.2307
Shares per US$1,000 principal amount of Notes, equivalent to an
initial conversion price of approximately US$47.10 per Share. The
initial conversion price of the Notes represents a premium of
approximately 35% to the last reported sale price of the Shares on
the New York Stock Exchange on December 1, 2021.
The Notes will mature on January 15, 2027,
unless earlier repurchased, redeemed or converted. The Company may
not redeem the Notes prior to December 6, 2024, except upon the
occurrence of certain changes to the laws governing Canadian
withholding taxes. After December 6, 2024, the Company will have
the right to redeem the Notes at its option in certain
circumstances. Holders of Notes will have the right to require the
Company to repurchase their Notes upon the occurrence of certain
events.
The Notes were offered on a private placement
basis and were not offered by way of a prospectus in Canada, the
U.S., or any other jurisdiction. The Notes and the distribution of
Shares issuable upon conversion of the Notes have not been, and
will not be, registered under the U.S. Securities Act of 1933, as
amended (the “Securities Act”), or any state
securities laws and may not be offered or sold in the United States
except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and
the rules promulgated thereunder and applicable state securities
laws. The Notes were offered (i) to persons reasonably believed to
be qualified institutional buyers in reliance on Rule 144A under
the Securities Act and (ii) outside the United States to non-U.S.
persons in reliance on Rule 903 of Regulation S under the
Securities Act, and, in the case of offers in Canada, to persons
who are “accredited investors” and “permitted clients” within the
meaning of Canadian securities laws.
This news release does not constitute an offer
to sell or a solicitation of an offer to buy the Notes or any other
securities and shall not constitute an offer, solicitation or sale
in the United States or in any other jurisdiction in which such an
offer, solicitation or sale would be unlawful prior to the
registration and qualification under the securities laws of such
state or jurisdiction.
ABOUT LITHIUM AMERICAS
Lithium Americas is a development-stage company
with projects in Jujuy, Argentina and Nevada, United States.
Lithium Americas trades on both the Toronto Stock Exchange and on
the New York Stock Exchange, under the ticker symbol “LAC”.
For further information contact:Investor
RelationsTelephone: 778-656-5820Email:
ir@lithiumamericas.comWebsite: www.lithiumamericas.com
CAUTIONARY STATEMENT ON FORWARD-LOOKING
INFORMATION
Certain statements in this release constitute
“forward-looking statements” within the meaning of applicable
United States securities legislation and “forward-looking
information” under applicable Canadian securities legislation
(collectively, “forward-looking statements”). Such
forward-looking statements involve known and unknown risks,
uncertainties and other factors that may cause the actual results,
performance or achievements of the Company, its projects, or
industry results, to be materially different from any future
results, performance or achievements expressed or implied by such
forward-looking statements. Such statements can be identified by
the use of words such as “may”, “would”, “could”, “will”, “intend”,
“expect”, “believe”, “plan”, “anticipate”, “estimate”, “scheduled”,
“forecast”, “predict” and other similar terminology, or state that
certain actions, events or results “may”, “could”, “would”, “might”
or “will” be taken, occur or be achieved. These statements reflect
the Company’s current expectations regarding future events,
financial or operating performance and results, and speak only as
of the date of this release. Such statements include without
limitation, the Company’s expectations with respect to the use of
proceeds of the Offering, expected benefits to the Company of the
Offering, and any exercise by the Initial Purchasers of the
Over-Allotment Option.
Forward-looking statements involve significant
risks and uncertainties, should not be read as guarantees of future
performance or results and will not necessarily be accurate
indicators of whether or not such results will be achieved. A
number of factors could cause actual results to differ materially
from the results discussed in the forward-looking statements or
information, including, but not limited to, the fact that the
Company’s management will have broad discretion in the use of
certain of the proceeds from the Offering; uncertainty regarding
the stable and supportive legislative, regulatory and community
environment in the jurisdictions where the Company operates, or the
enforcement of such laws and regulations by the applicable
authorities; the failure of parties to contracts with the Company
to perform as agreed; social or labour unrest; risks relating to
general economic conditions; changes in commodity prices, including
the market price of lithium; the impact of COVID-19 on the
Company’s business; anticipated timing and results of exploration,
development and construction activities; and the Company’s ability
to develop and achieve production at any of the Company’s mineral
exploration and development properties, and to deliver anticipated
results or results that would justify and support continued
exploration, studies, development or operations. Additional
information about these assumptions and risks and uncertainties is
contained in the Company’s filings with securities regulators,
including the Company’s most recent annual information form and
most recent management’s discussion and analysis for the Company’s
most recently completed financial year and interim financial
period, which are available on SEDAR at www.sedar.com and EDGAR at
www.sec.gov.
Although the forward-looking statements
contained in this release are based upon what management of the
Company believes are reasonable assumptions, there can be no
assurance that actual results will be consistent with these
forward-looking statements. These forward-looking statements are
made as of the date of this release and are expressly qualified in
their entirety by this cautionary statement. Subject to applicable
securities laws, the Company does not assume any obligation to
update or revise the forward-looking statements contained herein to
reflect events or circumstances occurring after the date of this
release.
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