Item 1.01. Entry Into a Material Definitive Agreement.

0.25% Green Convertible Senior Notes due 2026

On March 26, 2021, MP Materials Corp. (the "Company") completed its previously disclosed private Rule 144A offering of $690 million aggregate principal amount of its 0.25% Green Convertible Senior Notes due 2026 (the "Notes") at an issue price of 100%, which includes $90 million aggregate principal amount of Notes issued and sold pursuant to the full exercise of the initial purchasers' option to purchase additional Notes. The Notes were offered only to qualified institutional buyers (as defined in the Securities Act of 1933, as amended (the "Securities Act")) pursuant to Rule 144A under the Securities Act.

The net proceeds from the sale of the Notes were approximately $672.2 million, after deducting the initial purchasers' discounts and commissions and estimated offering expenses. The Company intends to allocate an amount equal to the net proceeds from the Notes offering to existing or future investments in, or the financing or refinancing of, eligible "green projects" of the Company. Eligible green projects are intended to reduce the Company's environmental impact and/or enable the production of low-carbon technologies. The Company aims to achieve a level of allocation for eligible green projects which matches the amount of such net proceeds. Pending such allocation of the net proceeds to eligible green projects, the Company intends to use the net proceeds from the Notes offering for general corporate purposes.

Indenture

The Company issued the Notes under an indenture, dated as of March 26, 2021 (the "Indenture"), between the Company and U.S. Bank National Association, as trustee (the "Trustee"). The Indenture (which includes the Form of 0.25% Green Convertible Senior Notes due 2026 filed as Exhibit 4.2 hereto) is filed as Exhibit 4.1 hereto and is incorporated herein by reference.

The Notes bear interest at a rate of 0.25% per annum from and including March 26, 2021, payable semi-annually in arrears on April 1 and October 1 of each year, beginning on October 1, 2021. The Notes will mature on April 1, 2026, unless earlier redeemed or repurchased by the Company or converted in accordance with their terms prior to such date.

The Notes will be convertible into cash, shares of Company common stock, par value $0.0001 per share ("common stock"), or a combination of cash and shares of common stock at the Company's election at an initial conversion rate of 22.5861 shares of common stock per $1,000 principal amount of the Notes, which is equivalent to an initial conversion price of approximately $44.28 per share of common stock. The initial conversion price of the Notes represents a premium of approximately 26.5% over the $35.00 per share public offering price in a concurrent public Secondary Offering (as defined below) that also closed on March 26, 2021. The conversion rate will be subject to adjustment upon the occurrence of certain specified events, but will not be adjusted for any accrued and unpaid interest. In addition, if certain Make-Whole Fundamental Changes (as defined in Section 1.01 of the Indenture) occur or if the Notes are subject to redemption, the Company will, in certain circumstances, increase the conversion rate for any Notes converted in connection with such Make-Whole Fundamental Change or such redemption.

The Notes are convertible at the option of the holders (in whole or in part) at any time prior to the close of business on the business day immediately preceding January 1, 2026 only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on June 30, 2021 (and only during such calendar quarter), if the last reported sale price of the common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (2) during the five business day period after any five consecutive trading day period (the "measurement period") in which the trading price per $1,000 principal amount of Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the common stock and the conversion rate on each such trading day; (3) if the Company calls any or all of the Notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date; or (4) upon the occurrence of specified corporate events set forth in the Indenture. On or after January 1, 2026 until the close of business on the business day immediately preceding the maturity date, holders may convert their Notes at any time, regardless of the foregoing circumstances. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of common stock or a combination of cash and shares of common stock, at the Company's election, in amounts determined in the manner set forth in the Indenture.

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The Notes are not redeemable prior to April 5, 2024. The Company may redeem for cash all or any portion of the Notes, at the Company's option, on or after April 5, 2024, if the last reported sale price of the common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides a notice of redemption, at a redemption price equal to 100% of the principal . . .

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 1.01 above with respect to the Indenture and the issuance of the Notes by the Company is incorporated by reference into this Item 2.03.

Item 3.02. Unregistered Sales of Equity Securities.

The disclosure set forth in Item 1.01 above is incorporated by reference into this Item 3.02. The Notes were sold to the initial purchasers in reliance upon Section 4(a)(2) of the Securities Act in transactions not involving any public offering and 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 Securities Act. Initially, a maximum of 19,714,266 shares of common stock may be issued upon conversion of the Notes, based on the initial maximum conversion rate of 28.5714 shares of common stock per $1,000 principal amount of Notes, which is subject to customary adjustments.

The offer and sale of the Notes and the shares of common stock issuable upon conversion of the Notes, if any, have not been registered under the Securities Act or the securities laws of any other jurisdiction, and such securities may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and other applicable securities laws. This Current Report on Form 8-K does not constitute an offer to sell, or a solicitation of an offer to buy, any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering would be unlawful.




Item 8.01. Other Events.

On March 23, 2021, the Company entered into an underwriting agreement (the "Underwriting Agreement") with Deutsche Bank Securities Inc. and BofA Securities, Inc., as representatives of the several underwriters named in Schedule A thereto (collectively, the "Underwriters"), and certain existing stockholders of the Company, including affiliates of JHL Capital Group, QVT Financial and Fortress Acquisition Sponsor LLC, named in Schedule B thereto (collectively, the "Selling Stockholders"), relating to the public offering (the "Secondary Offering") by the Selling Stockholders 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 Company common stock from the Selling Stockholders solely to cover over-allotments, at a price to the public of $35.00 per share. On March 25, 2021, the Underwriters exercised in full their over-allotment option, and on March 26, 2021, the Secondary Offering and sale of 6,900,000 shares of Company common stock by the Selling Stockholders to the Underwriters was completed.

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The Underwriting Agreement contains customary representations, warranties, covenants and closing conditions. It also provides for customary indemnification by each of the Company, the Selling Stockholders and the Underwriters against certain liabilities and customary contribution provisions in respect of those liabilities. The Underwriting Agreement is attached hereto as Exhibit 1.1 and is incorporated herein by reference. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit.

The Secondary Offering was made pursuant to the Company's effective shelf registration statement on Form S-1 (File No. 333-251239) and related prospectus supplement filed with the SEC.

Certain of the Underwriters and their respective affiliates have engaged in, and may in the future engage in, investment banking and other commercial dealings in the ordinary course of business with the Company or its affiliates. They have received, or may in the future receive, customary fees and commissions for these transactions.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits





1.1        Underwriting Agreement, dated as of March 23, 2021, by and among MP
         Materials Corp., and BofA Securities, Inc. and Deutsche Bank Securities
         Inc., as representatives of the several underwriters named in Schedule A
         thereto, and the selling stockholders named in Schedule B thereto

4.1        Indenture, dated as of March 26, 2021, by and between MP Materials
         Corp. and U.S. Bank National Association, as trustee

4.2        Form of 0.25% Green Convertible Senior Notes due 2026 (included as
         Exhibit A to Exhibit 4.1)

10.1       Registration Rights Agreement, dated as of March 26, 2021, by and among
         MP Materials Corp. and BofA Securities, Inc. and Deutsche Bank Securities
         Inc., as representatives of the initial purchasers of the Notes

104      Cover Page Interactive Data File (formatted in Inline XBRL)

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