Intuitive Machines Announces Upsize and Pricing of Private Offering of $300 Million of Convertible Senior Notes Due 2030

Core Viewpoint - Intuitive Machines, Inc. has announced the pricing of $300 million in 2.500% convertible senior notes due 2030, increasing from a previously announced size of $250 million, with an option for initial purchasers to buy an additional $45 million [1][2] Use of Proceeds - The net proceeds from the Notes Offering are estimated to be approximately $291.8 million, or $335.5 million if the additional notes option is fully exercised, intended for capped call transactions and general corporate purposes including operations, research and development, and potential acquisitions [2] Additional Details of the Notes - The Notes will be senior, unsecured obligations with an annual interest rate of 2.500%, maturing on October 1, 2030, and interest payable semiannually starting April 1, 2026 [3] Conversion Rights - Noteholders can convert their Notes under specific conditions before July 1, 2030, and at any time thereafter, with an initial conversion rate of 76.2631 shares per $1,000 principal amount, representing a conversion price of approximately $13.1125 per share, a 25% premium over the last reported price of $10.49 [4] Redemption and Repurchase Rights - The Notes are not redeemable before October 6, 2028, and can be redeemed by the company under certain conditions. Noteholders can require the company to repurchase their Notes upon a "fundamental change" at 100% of the principal amount plus accrued interest [5][6][7] Capped Call Transactions - Intuitive Machines has entered into capped call transactions to reduce potential dilution upon conversion of the Notes, with an initial cap price of $20.9800 per share, a 100% premium over the last reported sale price [8] Market Activity Impact - The option counterparties may engage in derivative transactions and purchase shares of Intuitive Machines' stock, which could influence the market price of the stock and the Notes [9][10] Company Overview - Intuitive Machines is focused on space technology and services, having successfully soft-landed lunar landers in 2024 and 2025, and aims to disrupt lunar access economics through its offerings in Delivery Services, Data Transmission Services, and Infrastructure as a Service [13]