UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Emerging growth company
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| Item 8.01. | Other Events. |
On December 9, 2024, MP Materials Corp. (the “Company”) entered into separate, privately negotiated exchange agreements (the “Exchange Agreements”) with a limited number of holders of its 0.25% green convertible senior notes due 2026 (the “2026 Convertible Notes”), in each case pursuant to exemptions from registration under the Securities Act of 1933, as amended (the “Securities Act”). Pursuant to the Exchange Agreements, the Company will exchange approximately $131.6 million in aggregate principal amount of the 2026 Convertible Notes for approximately $106.6 million in aggregate principal amount of the Company’s 3.00% convertible senior notes due 2030 (the “2030 Convertible Notes”), which constitute additional notes under that certain indenture, dated as of March 7, 2024, by and between the Company and U.S. Bank Trust Company, National Association, as trustee, governing the 2030 Convertible Notes. The exchanges extend the Company’s debt maturity profile and reduce the Company’s outstanding indebtedness by approximately $25 million.
The foregoing description of the Exchange Agreements is qualified in its entirety by reference to the form of Exchange Agreement, a copy of which is attached as Exhibit 99.1 hereto. This Current Report on Form 8-K does not constitute an offer to sell, or the solicitation of an offer to buy, the 2026 Convertible Notes, 2030 Convertible Notes or the Company’s common stock, if any, issuable upon conversion of the 2030 Convertible Notes.
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 |
The following exhibits are filed as part of this Current Report on Form 8-K:
| Exhibit |
Description | |
| 99.1 | Form of Exchange Agreement. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| MP MATERIALS CORP. | ||
| By: |
/s/ Elliot D. Hoops | |
| Name: Elliot D. Hoops | ||
| Title: General Counsel and Secretary | ||
Date: December 9, 2024