Rivian Automotive, Inc. Announces Proposed Green Convertible Senior Notes Offering
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IRVINE, Calif. ~ Rivian Automotive, Inc. (Nasdaq: RIVN) announced its intention to offer $1,300,000,000 aggregate principal amount of green convertible senior notes due 2029 in a private offering to qualified institutional buyers. The notes will be senior, unsecured obligations of Rivian and will accrue interest payable semi-annually in arrears. They will mature on March 15, 2029 unless earlier repurchased, redeemed or converted.

Noteholders will have the right to convert their notes in certain circumstances and during specified periods. Rivian will settle conversions by paying or delivering cash, shares of its Class A common stock or a combination of cash and shares of its common stock at Rivian's election. The notes will also be redeemable for cash at Rivian's option at any time on or after March 20, 2026 and on or before the 20th scheduled trading day immediately before the maturity date if the last reported sale price per share of Rivian's common stock exceeds 130% of the conversion price for a specified period of time.

In addition, if certain events that constitute a "fundamental change" occur then noteholders may require Rivian to repurchase their notes for cash. The repurchase price will be equal to the principal amount of the notes to be repurchased plus accrued and unpaid interest if any to but excluding the applicable repurchase date.

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The interest rate, initial conversion rate and other terms of the notes will be determined at the pricing of the offering. Rivian intends to use the net proceeds from the offering to finance refinance make direct investments in one or more new or recently completed current and/or future eligible green projects as described in Rivian's newly established green financing framework. Eligible green projects are projects that meet specified eligibility criteria in alignment with the guidelines of the Green Bond Principles 2021 and include expenditures relating to investments in financings of and/or acquisitions of clean transportation renewable energy circular economy energy efficiency and pollution prevention and control.

The offer and sale of the notes and any shares of common stock issuable upon conversion have not been registered under any securities laws nor can they be offered or sold except pursuant to an exemption from registration requirements under applicable securities laws.

Rivian exists to create products and services that help our planet transition to carbon neutral energy and transportation by designing developing manufacturing category-defining electric vehicles accessories selling them directly to customers in consumer commercial markets as well as providing full suite proprietary value-added services that address entire lifecycle vehicle deepen customer relationships.
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