Lucid Group, Inc. Announces Proposed Convertible Senior Notes Offering
Rhea-AI Summary
Lucid (Nasdaq: LCID) announced a proposed private offering of $875,000,000 aggregate principal amount of convertible senior notes due Nov 1, 2031, with an option for initial purchasers to buy up to an additional $100,000,000 within 13 days of issuance. The notes will accrue interest semi-annually and may be settled in cash, shares of Class A common stock, or a combination at Lucid's election.
Lucid intends to use net proceeds to repurchase a portion of its outstanding 1.25% convertible notes due 2026 and for general corporate purposes. The Public Investment Fund (via Ayar) expects to enter a prepaid forward transaction tied to delivery around the notes' maturity, which could affect the initial conversion price.
Positive
- Proposed financing up to $975M including option
- Proceeds targeted to repurchase 2026 notes
- PIF support via Ayar prepaid forward transaction
Negative
- Notes convertible into shares, posing dilution risk to shareholders
- Notes are senior unsecured obligations, increasing leverage
- Prepaid forward could increase the initial conversion price, altering investor economics
News Market Reaction
On the day this news was published, LCID declined 1.11%, reflecting a mild negative market reaction. Argus tracked a trough of -6.3% from its starting point during tracking. Our momentum scanner triggered 66 alerts that day, indicating high trading interest and price volatility. This price movement removed approximately $59M from the company's valuation, bringing the market cap to $5.29B at that time.
Data tracked by StockTitan Argus on the day of publication.
Transaction Highlights
- Launched
$875,000,000 - Lucid expects to grant the initial purchasers an option to purchase up to an additional
$100,000,000 - Intends to repurchase a portion of the existing
1.25% convertible notes due in 2026 - The Public Investment Fund of
Saudi Arabia ("PIF") demonstrates ongoing support for Lucid, providing a prepaid forward
The Notes
The notes will be senior, unsecured obligations of Lucid, will accrue interest payable semi-annually in arrears, and will mature on November 1, 2031, unless earlier repurchased, redeemed, or converted. Noteholders will only have the right to convert their notes in certain circumstances and during specified periods. Lucid will settle conversions of notes by paying or delivering, as applicable, cash, shares of its Class A common stock, or a combination of cash and shares of its common stock, at Lucid's election. The notes will be redeemable, in whole or in part (subject to certain limitations), for cash at Lucid's option at any time, and from time to time, on or after November 6, 2028 and on or before the 31st scheduled trading day immediately before the maturity date, but only if the last reported sale price per share of Lucid's common stock exceeds
Lucid intends to use the net proceeds of the offering, after deducting the initial purchasers' discounts and commissions and its estimated offering expenses, to repurchase a portion of its outstanding
Repurchases of Outstanding 2026 Notes
Concurrently with the offering, Lucid expects to enter into one or more separate and individually negotiated transactions with one or more holders of the 2026 notes to repurchase for cash a portion of the 2026 notes on terms to be negotiated with each holder.
Ayar Prepaid Forward Transaction
In connection with the pricing of the notes, Lucid expects Ayar Third Investment Company ("Ayar"), a wholly-owned subsidiary of the PIF, to enter into a privately negotiated prepaid forward transaction with a forward counterparty that is an affiliate of one of the initial purchasers, pursuant to which Ayar will purchase a number of shares of Lucid's common stock with delivery expected to occur on or about the maturity date for the notes, subject to the ability of the forward counterparty to elect to settle all or a portion of the prepaid forward transaction early. Subject to the conditions set forth in the agreement governing the prepaid forward transaction, the prepaid forward transaction will be settled physically, subject to Ayar's option to elect cash settlement of the prepaid forward transaction. Lucid will not be a party to the prepaid forward transaction.
The prepaid forward transaction is generally intended to facilitate privately negotiated derivative transactions, including swaps, between the forward counterparty or its affiliates and investors in the notes relating to Lucid's common stock by which investors in the notes will hedge their investments in the notes. Ayar's entry into the prepaid forward transaction with the forward counterparty and the entry by the forward counterparty into derivative transactions in respect of Lucid's common stock with the investors of the notes could have the effect of increasing (or reducing the size of any decrease in) the market price of Lucid's common stock concurrently with, or shortly after, the pricing of the notes and effectively raising the initial conversion price of the notes.
The offer and sale of the notes and any shares of Lucid's common stock issuable upon conversion of the notes have not been, and will not be, registered under the Securities Act or any other securities laws, and the notes and any such shares cannot be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any other applicable securities laws. This press release does not constitute an offer to sell, or the solicitation of an offer to buy, the notes or any shares of Lucid's common stock issuable upon conversion of the notes, nor will there be any sale of the notes or any such shares, in any state or other jurisdiction in which such offer, sale or solicitation would be unlawful.
Additional information about the transactions described in this press release can be found in the Current Report on Form 8-K that Lucid intends to file with the Securities and Exchange Commission in connection with this press release.
About Lucid Group
Lucid (NASDAQ: LCID) is a Silicon Valley-based technology company focused on creating the most advanced EVs in the world. The award-winning Lucid Air and Lucid Gravity SUV deliver best-in-class performance, sophisticated design, expansive interior space and unrivaled energy efficiency. Lucid assembles both vehicles in its state-of-the-art, vertically integrated factories in
Investor Relations Contact
Media Contact
Forward-Looking Statements
This communication includes "forward-looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as "estimate," "plan," "project," "forecast," "intend," "will," "shall," "expect," "anticipate," "believe," "seek," "target," "continue," "could," "may," "might," "possible," "potential," "predict" or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding the anticipated terms of the notes being offered, the completion, timing and size of the proposed offering, the intended use of the net proceeds from the offering, including the 2026 notes repurchases, and the anticipated terms of the prepaid forward transaction. Actual events and circumstances may differ from these forward-looking statements. These forward-looking statements are subject to a number of risks and uncertainties. Among those risks and uncertainties are market conditions, including market interest rates, the trading price and volatility of Lucid's common stock and risks relating to Lucid's business, including those factors discussed under the cautionary language and the Risk Factors in Lucid's Annual Report on Form 10-K for the year ended December 31, 2024, subsequent Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and other documents Lucid has filed or will file with the Securities and Exchange Commission. If any of these risks materialize or Lucid's assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that Lucid currently does not know or that Lucid currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. Lucid may not consummate the proposed offering described in this press release and, if the proposed offering is consummated, cannot provide any assurances regarding the final terms of the offering or the notes or its ability to effectively apply the net proceeds as described above. In addition, forward-looking statements reflect Lucid's expectations, plans or forecasts of future events and views as of the date of this communication. Lucid anticipates that subsequent events and developments will cause Lucid's assessments to change. However, while Lucid may elect to update these forward-looking statements at some point in the future, Lucid specifically disclaims any obligation to do so. Accordingly, undue reliance should not be placed upon the forward-looking statements.
View original content to download multimedia:https://www.prnewswire.com/news-releases/lucid-group-inc-announces-proposed-convertible-senior-notes-offering-302612146.html
SOURCE Lucid Group
FAQ
What is Lucid (LCID) proposing to sell on November 11, 2025?
How will Lucid (LCID) use the proceeds from the convertible notes offering?
Will Lucid (LCID) shares be affected if the notes convert?
What role does the Public Investment Fund (PIF) play in Lucid's (LCID) transaction?
When can Lucid (LCID) redeem the convertible notes for cash?
