LAS VEGAS–(BUSINESS WIRE)–MP Supplies Corp. (NYSE: MP) (MP Supplies or the Firm) at the moment introduced that on December 9, 2024, it entered into separate, privately negotiated alternate agreements (the Trade Agreements) with a restricted variety of holders of its 0.25% inexperienced convertible senior notes due 2026 (the 2026 Convertible Notes). Pursuant to the Trade Agreements, the Firm will alternate roughly $131.6 million combination principal quantity of the 2026 Convertible Notes for about $106.6 million combination principal quantity of the Firm’s 3.00% convertible senior notes due 2030 (the 2030 Convertible Notes). The newly issued 2030 Convertible Notes will likely be a part of the identical collection because the Firm’s current 2030 Convertible Notes. The exchanges are anticipated to choose or about December 16, 2024, topic to customary closing situations.
Upon completion of the exchanges, the mixture principal quantity of the 2026 Convertible Notes excellent will likely be roughly $78.4 million, and the mixture principal quantity of the 2030 Convertible Notes excellent will likely be roughly $854.1 million, representing a web discount of $25 million of excellent indebtedness.
The Firm expects that some or the entire holders of the 2026 Convertible Notes which might be exchanged by the Firm could buy shares of the Firm’s frequent inventory in open market transactions or enter into or unwind varied derivatives with respect to the Firm’s frequent inventory to unwind hedge positions that they’ve with respect to their investments within the 2026 Convertible Notes. The Firm additionally expects that some or all holders of the newly issued 2030 Convertible Notes could promote shares of the Firm’s frequent inventory in open market transactions or enter into varied derivatives with respect to the Firm’s frequent inventory to hedge their investments within the 2030 Convertible Notes. These transactions could trigger or keep away from a rise or lower out there value of the Firm’s frequent inventory, the impact of which can be materials.
In reference to the exchanges, the Firm has been suggested that J. Wooden Capital Advisors LLC (JWCA), the Firm’s monetary advisor with respect to the exchanges, intends to buy roughly 750,000 shares of the Firm’s frequent inventory concurrently with the exchanges in privately negotiated transactions from sure purchasers of the 2030 Convertible Notes by way of a monetary middleman at a reduction to the final reported sale value of the Firm’s frequent inventory on December 9, 2024. JWCA has additionally agreed to not promote such shares of frequent inventory for 30 days. Such concurrent purchases by JWCA of the Firm’s frequent inventory may enhance (or scale back the scale of any lower in) the market value of the Firm’s frequent inventory or the 2030 Convertible Notes.
The exchanges and any frequent inventory issuable upon conversion of the 2030 Convertible Notes haven’t been, and won’t be, registered below the Securities Act of 1933, as amended (the Securities Act), or another securities legal guidelines, and the 2030 Convertible Notes and any such frequent inventory can’t be provided or bought besides pursuant to an exemption from, or in a transaction not topic to, the registration necessities of the Securities Act and another relevant securities legal guidelines. This press launch doesn’t represent a proposal to promote, or the solicitation of a proposal to purchase, the 2026 Convertible Notes, the 2030 Convertible Notes or any frequent inventory issuable upon conversion of the 2030 Convertible Notes, nor will there be any sale of the 2030 Convertible Notes or any such frequent inventory, in any state or different jurisdiction wherein such supply, sale or solicitation could be illegal.
About MP Supplies
MP Supplies (NYSE: MP) produces specialty supplies which might be important inputs for electrification and different superior applied sciences. MP’s Mountain Go facility is America’s solely scaled uncommon earth manufacturing supply. The Firm is presently increasing its manufacturing operations downstream to offer a full provide chain resolution from supplies to magnetics.
Ahead-Trying Statements
Sure statements included on this press launch that aren’t historic details are forward-looking statements below Part 27A of the Securities Act of 1933, as amended and Part 21E of the Securities Trade Act of 1934, as amended. Ahead-looking statements could also be recognized by way of the phrases corresponding to estimate, plan, shall, could, mission, forecast, intend, count on, anticipate, consider, search, goal, or comparable expressions that predict or point out future occasions or tendencies or that aren’t statements of historic issues. These forward-looking statements embody, however should not restricted to, expectations relating to the exchanges. These statements are based mostly on varied assumptions, whether or not or not recognized on this press launch, and on the present expectations of our administration and should not predictions of precise efficiency. These forward-looking statements are offered for illustrative functions solely and should not meant to function, and should not be relied on by any investor as, a assure, an assurance, a prediction or a definitive assertion of truth or chance. Precise occasions and circumstances are troublesome or inconceivable to foretell and can differ from assumptions. Many precise occasions and circumstances are past the management of MP Supplies. These forward-looking statements are topic to quite a lot of dangers and uncertainties, together with, with out limitation, these mentioned in MP Supplies’ Annual Report on Type 10-Ok filed on February 28, 2024 below the heading Threat Elements, MP Supplies’ subsequent Quarterly Studies on Type 10-Q and different paperwork filed by MP Supplies with the SEC. If any of those dangers materialize or our assumptions show incorrect, precise outcomes may differ materially from the outcomes implied by these forward-looking statements. There could also be further dangers that MP Supplies doesn’t presently know or that MP Supplies presently believes are immaterial that would additionally trigger precise outcomes to vary from these contained within the forward-looking statements. As well as, forward-looking statements mirror MP Supplies’ expectations, plans or forecasts of future occasions and views as of the date of this press launch. MP Supplies anticipates that subsequent occasions and developments will trigger MP Supplies’ assessments to alter. Nonetheless, whereas MP Supplies could elect to replace these forward-looking statements in some unspecified time in the future sooner or later, MP Supplies particularly disclaims any obligation to take action, except required by relevant regulation. These forward-looking statements shouldn’t be relied upon as representing MP Supplies’ assessments as of any date subsequent to the date of this press launch. Accordingly, undue reliance shouldn’t be positioned upon the forward-looking statements.
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Buyers:
Martin Sheehan
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Media:
Matt Sloustcher
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Supply: MP Supplies
