PHOENIX, May 2, 2022
/PRNewswire/ -- Nikola Corporation (NASDAQ: NKLA) ("Nikola", or the
"Company"), a global leader in zero-emissions transportation and
energy infrastructure solutions, today announced that an
institutional investor has agreed to make a $200 million investment in Nikola through the
purchase of Convertible Senior Notes.
Funds advised by Antara Capital LP have agreed to purchase
$200 million aggregate amount of
8.00% / 11.00% Convertible Senior Notes due 2026 (the "Notes"). The
Notes will bear interest at a rate of 8.00% if paid in cash, or at
a rate of 11.00% through the issuance of additional Notes, at the
Company's election.
The Notes will be convertible at an initial conversion price to
be determined prior to closing. The initial conversion price will
represent a 30% premium to the lower of Nikola's volume-weighted
average price over a pre-determined time period between this
announcement and closing of the Notes and the closing price of
Nikola's common stock on the last trading day prior to the date of
this announcement, but will not be lower than 110% of such closing
price. Upon conversion, Nikola will have the right to settle the
Notes in cash, shares, or any combination thereof at its election.
The Notes will mature on May 31,
2026, unless redeemed, repurchased, or converted prior to
such date.
"We are very pleased to announce the investment in Nikola
Convertible Senior Notes, which is a testimonial to the Company's
recent accomplishments of having achieved both operational and
strategic milestones. These include shipment of our initial serial
production battery-electric (BEV) trucks to dealers for customer
delivery and the start of fuel cell electric (FCEV) truck pilot
testing with select customers, as well as the continued expansion
of our strategic partner network," said Nikola CEO Mark Russell. "We believe that Nikola is at an
inflection point as we see our customer momentum accelerating which
requires scaling of our operations and investments in the hydrogen
infrastructure build-out."
Nikola intends to use the net proceeds from the sale of the
Notes along with its other liquidity sources for business expansion
in the form of scaling truck manufacturing and tooling setup,
accelerating the development of its hydrogen infrastructure, as
well as for general corporate purposes.
Nikola CFO Kim Brady commented on
the agreement: "Including the $200
million investment we announced today, Nikola would have had
a total cash and liquidity position of approximately $1.0 billion as of March
31, 2022, which we intend to deploy to fund our growth
plans. The investment is the next step in solidifying our liquidity
position at attractive terms. At the same time, we are
strengthening our long-term, institutional investor base across the
capital structure, which is reflective of Nikola's evolving
maturity and increasing attractiveness to investors."
Additional information regarding this announcement may be found
in a Form 8-K that will be filed with the U.S. Securities and
Exchange Commission (the "SEC").
Citigroup Global Markets Inc. acted as sole financial advisor to
Nikola on the transaction, and Pillsbury Winthrop Shaw Pittman LLP
served as legal advisor.
Davis Polk & Wardwell LLP
served as legal advisor to Citigroup Global Markets Inc.
The Notes and any shares of common stock issuable upon
conversion of the Notes have not been registered under the
Securities Act of 1933, as amended, or any state securities laws
and may not be offered or sold in the
United States absent registration or an applicable exemption
from such registration requirements. The investment agreement
contemplates that the Notes will be transferrable to qualified
institutional buyers pursuant to Rule 144A under the Securities
Act. Nikola has agreed to file a registration statement with the
SEC as soon as reasonably practicable after the closing,
registering the resale of the shares of common stock issuable upon
the conversion of the Notes.
This announcement is neither an offer to sell nor a solicitation
of an offer to buy any of these securities (including the shares of
Nikola common stock, if any, into which the Notes are convertible)
and shall not constitute an offer, solicitation, or sale in any
jurisdiction in which such offer, solicitation or sale is
unlawful.
ABOUT NIKOLA CORPORATION
Nikola Corporation is globally transforming the transportation
industry. As a designer and manufacturer of zero-emission
battery-electric and hydrogen-electric vehicles, electric vehicle
drivetrains, vehicle components, energy storage systems, and
hydrogen station infrastructure, Nikola is driven to revolutionize
the economic and environmental impact of commerce as we know it
today. Founded in 2015, Nikola Corporation is headquartered in
Phoenix, Arizona. For more
information, visit www.nikolamotor.com or Twitter @nikolamotor.
FORWARD LOOKING STATEMENTS OF NIKOLA CORPORATION
This press release contains certain forward-looking statements
within the meaning of federal securities laws with respect to the
Company, including statements relating to the closing of the
investment, the anticipated use of net proceeds from the investment
and any expected benefits to the Company from the application of
such proceeds, the Company's belief that it is at an inflection
point and whether the investment will help fund the Company's
growth and execution against its stated strategy into 2023.
These forward-looking statements generally are identified by words
such as "believe," "project," "expect," "anticipate," "estimate,"
"intend," "strategy," "future," "opportunity," "plan," "may,"
"should," "will," "would," and similar expressions. Forward-looking
statements are predictions, projections and other statements about
future events that are based on current expectations and
assumptions and, as a result, are subject to risks and
uncertainties. Many factors could cause actual future events to
differ materially from the forward-looking statements in this press
release, including but not limited to risks related to whether the
Company will be able to satisfy the conditions required to close
the sale of the Notes; the fact that the Company's management will
have broad discretion in the use of the net proceeds from any sale
of the Notes and risks and uncertainties related that use of
proceeds; the potential impact of market and other general economic
conditions; design and manufacturing changes and delays; general
economic, financial, legal, regulatory, political and business
conditions and changes in domestic and foreign markets; the
potential effects of COVID-19; the outcome of legal, regulatory and
judicial proceedings to which the Company is, or may become a
party; demand for and customer acceptance of the Company's trucks;
risks associated with development and testing of fuel-cell power
modules and hydrogen storage systems; risks related to the rollout
of the Company's business and the timing of expected business
milestones; the effects of competition on the Company's future
business; the availability of capital; and the factors, risks and
uncertainties regarding the Company's business described in the
"Risk Factors" section of the Company's annual report on Form 10-K
for the year ended December 31, 2021
filed with the SEC, as amended, in addition to the Company's
subsequent filings with the SEC. These filings identify and address
other important risks and uncertainties that could cause the
Company's actual events and results to differ materially from those
contained in the forward-looking statements. Forward-looking
statements speak only as of the date they are made. Readers are
cautioned not to put undue reliance on forward-looking statements,
and, except as required by law, the Company assumes no obligation
and does not intend to update or revise these forward-looking
statements, whether as a result of new information, future events,
or otherwise.
View original content to download
multimedia:https://www.prnewswire.com/news-releases/nikola-announces-200-million-convertible-senior-notes-investment-301537097.html
SOURCE Nikola Corporation