Lucid Group, Inc. Prices $1,000,000,000 Convertible Senior Notes Offering

Core Viewpoint - Lucid Group, Inc. has announced a private offering of $1 billion in 5.00% convertible senior notes due 2030, with the intention to use the proceeds for repurchasing existing convertible notes and other financial strategies [1][5]. Group 1: Offering Details - The offering consists of $1 billion aggregate principal amount of 5.00% convertible senior notes, scheduled to settle around April 8, 2025 [1]. - The notes will accrue interest at a rate of 5.00% per annum, payable semi-annually, and will mature on April 1, 2030 [2]. - The initial conversion rate is set at 333.3333 shares of common stock per $1,000 principal amount, equating to an initial conversion price of approximately $3.00 per share, representing a 25.0% premium over the last reported sale price of $2.40 [2]. Group 2: Use of Proceeds - Lucid estimates net proceeds from the offering to be approximately $983.6 million, which will be used to repurchase about $1,052.5 million of its outstanding 1.25% Convertible Senior Notes due 2026 [5]. - An additional $107.5 million of the net proceeds will be allocated to cover the costs of capped call transactions [5]. Group 3: Capped Call Transactions - Lucid has entered into capped call transactions to cover the number of shares underlying the notes, with a cap price of $4.80 per share, representing a 100.0% premium over the last reported sale price [6]. - These transactions are designed to reduce potential dilution of Lucid's common stock upon conversion of the notes [7]. Group 4: Repurchase and Forward Transactions - Concurrently with the pricing of the notes, Lucid is negotiating cash repurchases of a portion of its 2026 notes with certain holders [8]. - Ayar Third Investment Company has entered into a prepaid forward transaction to purchase approximately $430.0 million of Lucid's common stock, with delivery expected around the maturity date of the notes [9].