Joby Aviation Prices Upsized Offering of Primary Common Stock and Upsized Offering of Convertible Senior Notes

Core Viewpoint - Joby Aviation, Inc. has announced the pricing of its public offerings, including $600 million in convertible senior notes and approximately 52.86 million shares of common stock at $11.35 per share, increasing the total offering size to $1 billion [1] Group 1: Offerings Details - The note offering consists of $600 million aggregate principal amount of 0.75% convertible senior notes due 2032, with interest payable semi-annually starting August 15, 2026 [3] - The common stock offering includes 52,863,437 shares priced at $11.35 per share, with an option for underwriters to purchase additional shares [1][7] - The delta offering involves 5,286,343 shares borrowed from third parties to facilitate hedging transactions for note investors, also priced at $11.35 per share [1] Group 2: Use of Proceeds - Joby estimates net proceeds from the common stock offering to be approximately $576 million, or $662.4 million if the underwriters fully exercise their option [7] - The net proceeds from the note offering are estimated at approximately $582.9 million, or $670.4 million if the over-allotment option is fully exercised [7] - Proceeds will be used for certification and manufacturing efforts, preparation for commercial operations, and general corporate purposes [7] Group 3: Capped Call Transactions - Joby has entered into capped call transactions to cover shares underlying the notes, with an initial cap price of $22.70 per share, representing a 100% premium over the public offering price [9][10] - These capped call transactions aim to reduce potential dilution of common stock upon conversion of the notes [10] - The capped call transactions are subject to anti-dilution adjustments and may affect the market price of Joby's common stock [11][12] Group 4: Management and Advisors - Morgan Stanley, Allen & Company LLC, and BofA Securities are acting as joint book-running managers for the offerings, with several other firms serving as co-managers [2] - ICR Capital LLC is serving as Joby's financial advisor for the note offering [2] Group 5: Company Overview - Joby Aviation, Inc. is a California-based company developing an all-electric, vertical take-off and landing air taxi service, intending to operate and sell its aircraft globally [15]