Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 8.01 below with respect to the issuance of the
additional notes (as defined below) by Fisker Inc. ("Fisker") is incorporated by
reference into this Item 2.03.
Item 3.02. Unregistered Sales of Equity Securities.
The disclosure set forth in Item 8.01 below is incorporated by reference into
this Item 3.02. The additional notes were issued to the Initial Purchasers (as
defined below) in reliance upon Section 4(a)(2) of the Securities Act of 1933,
as amended (the "Act"), in transactions not involving any public offering. The
additional notes were resold by the Initial Purchasers to persons whom the
Initial Purchasers reasonably believe are "qualified institutional buyers," as
defined in, and in accordance with, Rule 144A under the Act. Initially, a
maximum of 2,805,281 shares of Fisker's Class A common stock (the "Common
Stock") may be issued upon conversion of the additional notes, based on the
initial maximum conversion rate of 66.0066 shares of Common Stock per $1,000
principal amount of additional notes, which is subject to customary adjustments.
Item 8.01 Other Events.
Convertible Note Offering
As previously announced, on August 17, 2021, Fisker completed its private
offering of $625,000,000 aggregate principal amount of its 2.50% Convertible
Senior Notes due 2026 (the "notes"). The notes were issued pursuant to, and are
governed by, an Indenture, dated as of August 17, 2021 (the "Indenture"),
between Fisker and U.S. Bank National Association, as trustee. The notes were
sold under a purchase agreement (the "Purchase Agreement"), dated as of
August 12, 2021, entered into by and between Fisker and J.P. Morgan Securities
LLC, as representative of the several initial purchasers named therein (the
"Initial Purchasers"). Pursuant to the Purchase Agreement, Fisker granted the
Initial Purchasers an option to purchase, within a 13-day period beginning on,
and including, the date the notes were first issued, up to an additional
$100,000,000 aggregate principal amount of the notes (the "Option").
On August 25, 2021, Fisker received a notice that the Initial Purchasers had
elected to partially exercise the Option for an additional $42,500,000 aggregate
principal amount of the notes (the "additional notes"). The additional notes
have the same terms as the notes that were issued on August 17, 2021, as
described in Fisker's Current Report on Form 8-K filed with the Securities and
Exchange Commission (the "SEC") on August 17, 2021. The closing of the Option
occurred on August 27, 2021.
With the exercise of the Option, a total of $667,500,000 aggregate principal
amount of the notes have been sold. The net proceeds from the offering of the
notes and the additional notes, after deducting the Initial Purchasers' discount
and the estimated offering expenses, will be approximately $658.2 million.
Fisker intends to allocate an amount equal to the net proceeds from the offering
of the additional notes to finance or refinance, in whole or in part, one or
more new or existing "eligible green projects" of Fisker, including PEAR program
development, battery pack assembly and potential localization, the furtherance
of new model development and technology development. Pending such allocation of
net proceeds to eligible green projects, Fisker intends to use the net proceeds
from the offering of the additional notes to fund the cost of the additional
capped call transactions described below and for working capital and general
corporate purposes.
This Current Report on Form 8-K is neither an offer to sell nor a solicitation
of an offer to buy any of these securities or any other securities of Fisker and
shall not constitute an offer, solicitation, or sale in any jurisdiction in
which such offer, solicitation, or sale is unlawful. The additional notes have
not been registered under the Act or any state securities laws and may not be
offered or sold in the United States absent registration or any applicable
exemption from registration under the Act and applicable state securities laws.
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Capped Call Transactions
As previously announced, on August 12, 2021, in connection with the issuance of
the notes, Fisker consummated privately negotiated capped call transactions (the
"Capped Call Transactions") with an affiliate of one of the Initial Purchasers
and certain other financial institutions (together, the "Option
Counterparties"). On August 25, 2021, in connection with the issuance of the
additional notes, Fisker consummated additional privately negotiated capped call
transactions (the "Additional Capped Call Transactions") with the Option
Counterparties. The Additional Capped Call Transactions are expected to cover,
subject to anti-dilution adjustments substantially similar to those applicable
to the additional notes, the number of shares of Common Stock underlying the
additional notes. The Additional Capped Call Transactions are expected generally
to reduce the potential dilution to holders of the Common Stock upon conversion
of the additional notes and/or offset the potential cash payments that Fisker
could be required to make in excess of the principal amount of any converted
notes upon conversion thereof, with such reduction and/or offset subject to a
cap.
The Additional Capped Call Transactions have the same terms as the Capped Call
Transactions that were consummated on August 12, 2021, as described in Fisker's
Current Report on Form 8-K filed with the SEC on August 17, 2021.
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