Item 8.01. Other Events.
On March 22, 2021, MP Materials Corp. (the "Company") issued a press release
made pursuant to Rule 135c under the Securities Act of 1933, as amended (the
"Securities Act"), announcing the commencement of a private offering, subject to
market and other conditions, of $500 million aggregate principal amount of its
Convertible Senior Notes due 2026 (the "notes"). The Company also expects to
grant the initial purchasers of the notes an option to purchase, exercisable
within a 30-day period immediately following the pricing date of the notes
offering, up to an additional $75 million aggregate principal amount of the
notes. The notes will be offered only to qualified institutional buyers in
reliance on Rule 144A under the Securities Act. The full text of the press
release is attached as Exhibit 99.1 hereto and incorporated by reference herein.
Concurrently with the commencement of the notes offering on March 22, 2021, the
Company also announced the commencement of an underwritten secondary public
offering, subject to market and other conditions, by certain existing
stockholders of the Company of 8.0 million shares of their Company common stock
and a 30-day option granted to the underwriters to purchase up to an additional
1.2 million shares of common stock from such existing stockholders solely to
cover over-allotments. The Company has filed a registration statement (including
a base prospectus) and a preliminary prospectus supplement with the U.S.
Securities and Exchange Commission ("SEC") for the offering, and the offering is
being made only by means of such prospectus supplement and accompanying base
prospectus, which together form part of the Company's effective shelf
registration statement on Form S-1 (File No. 333-251239).
This report shall not constitute an offer to sell or the solicitation of an
offer to buy the notes, shares of Company common stock or any other securities
and shall not constitute an offer, solicitation or sale in any jurisdiction in
which such offering, solicitation or sale would be unlawful.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
99.1 Press release issued on March 22, 2021 by MP Materials Corp. regarding
notes offering
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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