PHOENIX. May possibly 2, 2022 — Nikola Corporation (NASDAQ: NKLA) (“Nikola”, or the “Company”), a world wide leader in zero-emissions transportation and electrical power infrastructure alternatives, right now announced that an institutional investor has agreed to make a $200 million expense in Nikola by means of the invest in of Convertible Senior Notes.
Cash suggested by Antara Capital LP have agreed to purchase $200 million mixture amount of money of 8.00% / 11.00% Convertible Senior Notes thanks 2026 (the “Notes”). The Notes will bear desire at a charge of 8.00% if compensated in money, or at a amount of 11.00% by way of the issuance of more Notes, at the Company’s election.
The Notes will be convertible at an initial conversion value to be identified prior to closing. The initial conversion price will depict a 30% premium to the lessen of Nikola’s volume-weighted normal selling price above a pre-determined time interval between this announcement and closing of the Notes and the closing price of Nikola’s prevalent stock on the very last buying and selling working day prior to the day of this announcement, but will not be reduced than 110% of this sort of closing value. Upon conversion Nikola will have the right to settle the Notes in funds, shares, or any blend thereof at its election. The Notes will mature on Could 31, 2026, unless of course redeemed, repurchased, or converted prior to this kind of date.
“We are incredibly delighted to announce the expenditure in Nikola Convertible Senior Notes, which is a testimonial to the Company’s modern accomplishments of owning accomplished both equally operational and strategic milestones. These include things like shipment of our first serial production battery-electric powered (BEV) trucks to sellers for consumer shipping and delivery and the get started of gas mobile electric (FCEV) truck pilot tests with pick clients, as properly as the continued expansion of our strategic companion community,” reported Nikola CEO Mark Russell. “We believe that that Nikola is at an inflection place as we see our consumer momentum accelerating which calls for scaling of our operations and investments in the hydrogen infrastructure establish-out.”
Nikola intends to use the net proceeds from the sale of the Notes alongside with its other liquidity resources for small business enlargement in the sort of scaling truck manufacturing and tooling set up, accelerating the development of its hydrogen infrastructure, as properly as for general company reasons.
Nikola CFO Kim Brady commented on the settlement: “Including the $200 million financial commitment we introduced now, Nikola would have experienced a full income and liquidity placement of around $1. billion as of March 31, 2022, which we intend to deploy to fund our growth programs. The investment decision is the next step in solidifying our liquidity place at desirable terms. At the very same time, we are strengthening our long-expression, institutional trader foundation across the funds composition, which is reflective of Nikola’s evolving maturity and expanding attractiveness to investors.”
More data about this announcement may perhaps be uncovered in a Variety 8-K that will be submitted with the U.S. Securities and Trade Commission (the “SEC”).
Citigroup Global Markets Inc. acted as sole economical advisor to Nikola on the transaction, and Pillsbury Winthrop Shaw Pittman LLP served as lawful advisor.
Davis Polk & Wardwell LLP served as authorized advisor to Citigroup Worldwide Marketplaces Inc.
The Notes and any shares of frequent inventory issuable on conversion of the Notes have not been registered under the Securities Act of 1933, as amended, or any point out securities legal guidelines and may well not be made available or bought in the United States absent registration or an applicable exemption from this kind of registration specifications. The expenditure arrangement contemplates that the Notes will be transferrable to competent institutional potential buyers pursuant to Rule 144A underneath the Securities Act. Nikola has agreed to file a registration statement with the SEC as quickly as moderately practicable soon after the closing, registering the resale of the shares of popular stock issuable on the conversion of the Notes.
This announcement is neither an offer to provide nor a solicitation of an give to purchase any of these securities (such as the shares of Nikola widespread stock, if any, into which the Notes are convertible) and shall not represent an supply, solicitation, or sale in any jurisdiction in which this sort of supply, solicitation or sale is unlawful.
ABOUT NIKOLA Company
Nikola Corporation is globally transforming the transportation business. As a designer and producer of zero-emission battery-electric powered and hydrogen-electric automobiles, electric car or truck drivetrains, car elements, electrical power storage units, and hydrogen station infrastructure, Nikola is driven to revolutionize the economic and environmental effect of commerce as we know it these days. Started in 2015, Nikola Company is headquartered in Phoenix, Arizona. For much more information and facts, pay a visit to www.nikolamotor.com or Twitter @nikolamotor.
Forward On the lookout STATEMENTS OF NIKOLA Corporation
This press release contains particular ahead-wanting statements inside of the which means of federal securities legislation with respect to the Corporation, together with statements relating to the closing of the financial investment, the anticipated use of internet proceeds from the financial investment and any predicted gains to the Company from the software of this sort of proceeds, the Company’s belief that it is at an inflection level and whether the financial commitment will assistance fund the Company’s progress and execution from its mentioned approach into 2023. These forward-seeking statements typically are discovered by terms such as “consider,” “undertaking,” “assume,” “anticipate,” “estimate,” “intend,” “technique,” “long run,” “possibility,” “program,” “could,” “must,” “will,” “would,” and comparable expressions. Ahead-on the lookout statements are predictions, projections and other statements about potential activities that are centered on present-day anticipations and assumptions and, as a end result, are topic to risks and uncertainties. Numerous aspects could induce precise long term activities to differ materially from the forward-seeking statements in this press release, like but not confined to dangers linked to irrespective of whether the Company will be capable to satisfy the circumstances expected to close the sale of the Notes the simple fact that the Company’s administration will have broad discretion in the use of the web proceeds from any sale of the Notes and pitfalls and uncertainties similar that use of proceeds the probable effect of current market and other basic economic situations design and style and manufacturing variations and delays common economic, economic, legal, regulatory, political and organization circumstances and adjustments in domestic and overseas marketplaces the probable effects of COVID-19 the final result of lawful, regulatory and judicial proceedings to which the Business is, or might develop into a party demand from customers for and purchaser acceptance of the Company’s trucks risks associated with development and tests of fuel-mobile electrical power modules and hydrogen storage units dangers linked to the rollout of the Company’s enterprise and the timing of anticipated business enterprise milestones the results of competitiveness on the Company’s future small business the availability of cash and the elements, threats and uncertainties about the Company’s business explained in the “Possibility Aspects” part of the Company’s yearly report on Variety 10-K for the yr finished December 31, 2021 filed with the SEC, as amended, in addition to the Company’s subsequent filings with the SEC. These filings discover and deal with other vital threats and uncertainties that could bring about the Firm’s true gatherings and results to vary materially from people contained in the forward-wanting statements. Forward-searching statements communicate only as of the date they are manufactured. Readers are cautioned not to put undue reliance on forward-searching statements, and, apart from as demanded by law, the Business assumes no obligation and does not intend to update or revise these ahead-wanting statements, regardless of whether as a end result of new details, upcoming activities, or in any other case.