Item 8.01 Other Events.
On August 11, 2021, Fisker Inc. ("Fisker") issued a press release (the "Launch
Press Release"), announcing its intention to offer, subject to market conditions
and other factors, $600,000,000 aggregate principal amount of its Convertible
Senior Notes due 2026 (the "notes") in a private offering (the "offering") only
to persons reasonably believed to be qualified institutional buyers pursuant to
Rule 144A under the Securities Act of 1933, as amended (the "Act").
On August 12, 2021, Fisker issued a press release (the "Pricing Press Release"),
announcing the pricing of $625,000,000 aggregate principal amount of the notes
in a private offering only to persons reasonably believed to be qualified
institutional buyers pursuant to Rule144A under the Act, representing an
increase of $25,000,000 aggregate principal amount from the previously announced
proposed offering size. Fisker also granted the initial purchasers of the notes
an option to purchase, within a 13-day period beginning on, and including, the
date the notes are first issued, up to an additional $100,000,000 aggregate
principal amount of the notes.
In connection with the pricing of the notes, Fisker entered into privately
negotiated capped call transactions with one of the initial purchasers of the
notes and certain other financial institutions (together, the "option
counterparties").
Fisker intends to allocate an amount equal to the net proceeds from the offering
of the 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 to fund the cost of the capped call transactions described
above and for working capital and general corporate purposes. If the initial
purchasers exercise their option to purchase additional notes, Fisker intends to
use a portion of the additional net proceeds to fund the cost of entering into
additional capped call transactions with the option counterparties.
Copies of the Launch Press Release and the Pricing Press Release are attached as
Exhibit 99.1 and Exhibit 99.2, respectively, to this Current Report on Form 8-K
and are incorporated herein by reference.
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 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
99.1 Launch Press Release dated August 11, 2021
99.2 Pricing Press Release dated August 12, 2021
104 Cover Page Interactive Data File (formatted as Inline XBRL).
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