Intuitive Machines Announces Proposed Private Offering of Convertible Senior Notes

Core Viewpoint - Intuitive Machines, Inc. plans to offer $250 million in convertible senior notes due 2030, with an option for an additional $37.5 million, to qualified institutional buyers, aiming to support its operations and potential acquisitions [1][3]. Group 1: Notes Offering Details - The convertible senior notes will be senior, unsecured obligations, accruing interest at an annual rate, payable semiannually starting April 1, 2026, and maturing on October 1, 2030 [2]. - The notes will be convertible into cash, shares of Class A common stock, or a combination thereof, with specific terms to be determined at pricing [2]. Group 2: Use of Proceeds - A portion of the net proceeds from the notes offering will be used for capped call transactions, while the remaining funds will support general corporate purposes, including operations, research and development, and potential acquisitions [3]. - If the option for additional notes is exercised, proceeds will similarly be allocated for capped call transactions and general corporate purposes [3]. Group 3: Capped Call Transactions - Intuitive Machines expects to enter into capped call transactions to reduce potential dilution of its Class A common stock upon conversion of the notes [4]. - These transactions are designed to offset cash payments required in excess of the principal amount of converted notes, subject to a cap [4]. Group 4: Market Impact - The initial purchasers of the notes may engage in derivative transactions or purchase shares of Class A common stock, which could influence the market price of the stock and the notes [5][6]. - Such activities may affect the conversion process and the number of shares received by noteholders upon conversion [6]. Group 5: Company Overview - Intuitive Machines is a diversified space technology company focused on lunar access economics, having successfully landed its Nova-C class lunar lander on the Moon in 2024 and returned in 2025 [10]. - The company operates through three pillars: Delivery Services, Data Transmission Services, and Infrastructure as a Service [10].