Item 8.01. Other Events.
On March 23, 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 pricing of a private offering of $600 million
aggregate principal amount of its 0.25% Green Convertible Senior Notes due 2026
(the "notes"). The Company has also granted initial purchasers of the notes an
option to purchase, exercisable within the 30-day period immediately following
the pricing date of the offering, up to an additional $90 million aggregate
principal amount of the notes. The notes are being 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 pricing of the notes offering, on March 23, 2021, the
Company also announced the pricing of its underwritten secondary public offering
by certain existing stockholders of the Company of 6.0 million shares of their
Company common stock and a 30-day option granted to the underwriters to purchase
up to an additional 900,000 shares of common stock from such existing
stockholders solely to cover over-allotments at a price to the public of $35.00
per share. 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 23, 2021 by MP Materials Corp. regarding
pricing of notes offering
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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