Deal Emphasizes
- Introduced $ 875,000,000 aggregate principal quantity of Convertible Senior Notes due 2031
- Lucid anticipates to give the preliminary buyers a choice to acquire as much as an extra $ 100,000,000 aggregate principal quantity of notes for settlement within a 13-day duration of the issuance of the notes
- Plans to buy a part of the existing 1.25% convertible notes due in 2026
- The General Public Mutual Fund of Saudi Arabia (” PIF”) shows continuous assistance for Lucid, offering a pre-paid forward
NEWARK, Calif., Nov. 11, 2025/ PRNewswire/– Lucid Group, Inc. (NASDAQ: LCID) today revealed its objective to use, based on market and other conditions, $ 875,000,000 aggregate principal quantity of convertible senior notes due 2031 in a personal offering to individuals fairly thought to be certified institutional purchasers pursuant to Guideline 144A under the Securities Act of 1933, as modified. Lucid likewise anticipates to give the preliminary buyers of the notes a choice, for settlement within a duration of 13 days from, and consisting of, the date the notes are very first provided, to acquire as much as an extra $ 100,000,000 primary quantity of notes.
The Notes
The notes will be senior, unsecured responsibilities of Lucid, will accumulate interest payable semi-annually in defaults, and will grow on November 1, 2031, unless earlier bought, redeemed, or transformed. Noteholders will just can transform their notes in particular scenarios and throughout defined durations. Lucid will settle conversions of notes by paying or providing, as relevant, money, shares of its Class A typical stock, or a mix of money and shares of its typical stock, at Lucid’s election. The notes will be redeemable, in entire or in part (topic to particular constraints), for money at Lucid’s alternative at any time, and from time to time, on or after November 6, 2028 and on or before the 31st scheduled trading day instantly before the maturity date, however just if the last noted list price per share of Lucid’s typical stock goes beyond 130% of the conversion cost for a specific time period and particular liquidity conditions are pleased. The redemption cost will amount to the primary quantity of the notes to be redeemed, plus accumulated and unsettled interest, if any, to, however omitting, the redemption date. The rate of interest, preliminary conversion rate and other regards to the notes will be figured out at the prices of the offering.
Lucid plans to utilize the net profits of the offering, after subtracting the preliminary buyers’ discount rates and commissions and its approximated offering expenditures, to buy a part of its impressive 1.25% Convertible Senior Notes due 2026 and for basic business functions.
Repurchases of Exceptional 2026 Notes
Simultaneously with the offering, Lucid anticipates to participate in several different and separately worked out deals with several holders of the 2026 notes to buy for money a part of the 2026 notes on terms to be worked out with each holder.
Ayar Prepaid Forward Deal
In connection with the prices of the notes, Lucid anticipates Ayar Third Investment firm (” Ayar”), a wholly-owned subsidiary of the PIF, to participate in an independently worked out pre-paid forward deal with a forward counterparty that is an affiliate of among the preliminary buyers, pursuant to which Ayar will acquire a variety of shares of Lucid’s typical stock with shipment anticipated to take place on or about the maturity date for the notes, based on the capability of the forward counterparty to choose to settle all or a part of the pre-paid forward deal early. Topic to the conditions state in the arrangement governing the pre-paid forward deal, the pre-paid forward deal will be settled physically, based on Ayar’s alternative to choose money settlement of the pre-paid forward deal. Lucid will not be a celebration to the pre-paid forward deal.
The pre-paid forward deal is typically meant to help with independently worked out acquired deals, consisting of swaps, in between the forward counterparty or its affiliates and financiers in the notes connecting to Lucid’s typical stock by which financiers in the notes will hedge their financial investments in the notes. Ayar’s entry into the pre-paid forward deal with the forward counterparty and the entry by the forward counterparty into acquired deals in regard of Lucid’s typical stock with the financiers of the notes might have the impact of increasing (or minimizing the size of any reduction in) the marketplace cost of Lucid’s typical stock simultaneously with, or soon after, the prices of the notes and successfully raising the preliminary conversion cost of the notes.
The deal and sale of the notes and any shares of Lucid’s typical stock issuable upon conversion of the notes have actually not been, and will not be, signed up under the Securities Act or any other securities laws, and the notes and any such shares can not be provided or offered other than pursuant to an exemption from, or in a deal exempt to, the registration requirements of the Securities Act and any other relevant securities laws. This news release does not make up a deal to offer, or the solicitation of a deal to purchase, the notes or any shares of Lucid’s typical 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 deal, sale or solicitation would be illegal.
Extra info about the deals explained in this news release can be discovered in the Existing Report on Kind 8-K that Lucid plans to submit with the Securities and Exchange Commission in connection with this news release.
About Lucid Group
Lucid (NASDAQ: LCID) is a Silicon Valley-based innovation business concentrated on developing the most sophisticated EVs worldwide. The acclaimed Lucid Air and Lucid Gravity SUV provide best-in-class efficiency, advanced style, extensive interior area and unparalleled energy effectiveness. Lucid puts together both automobiles in its advanced, vertically incorporated factories in Arizona and Saudi Arabia Through its industry-leading innovation and developments, Lucid is advancing the advanced of EV innovation for the advantage of all.
Financier Relations Contact
investor@lucidmotors.com
Media Contact
media@lucidmotors.com
Positive Declarations
This interaction consists of “positive declarations” within the significance of the “safe harbor” arrangements of the United States Private Securities Lawsuits Reform Act of 1995. Positive declarations might be recognized by the usage of words such as “quote,” “strategy,” “job,” “projection,” “mean,” “will,” “shall,” “anticipate,” “prepare for,” “think,” “look for,” “target,” “continue,” “could,” “may,” “might,” “possible,” “possible,” “anticipate” or other comparable expressions that anticipate or show future occasions or patterns or that are not declarations of historic matters. These positive declarations consist of, however are not restricted to, declarations relating to the awaited regards to the notes being provided, the conclusion, timing and size of the proposed offering, the desired usage of the net profits from the offering, consisting of the 2026 notes repurchases, and the awaited regards to the pre-paid forward deal. Real occasions and scenarios might vary from these positive declarations. These positive declarations undergo a variety of dangers and unpredictabilities. Amongst those dangers and unpredictabilities are market conditions, consisting of market rate of interest, the trading cost and volatility of Lucid’s typical stock and dangers connecting to Lucid’s company, consisting of those aspects gone over under the cautionary language and the Threat Consider Lucid’s Yearly Report on Kind 10-K for the year ended December 31, 2024, subsequent Quarterly Reports on Kind 10-Q, Existing Reports on Kind 8-K, and other files Lucid has actually submitted or will submit with the Securities and Exchange Commission. If any of these dangers emerge or Lucid’s presumptions show inaccurate, real outcomes might vary materially from the outcomes suggested by these positive declarations. There might be extra dangers that Lucid presently does not understand or that Lucid presently thinks are immaterial that might likewise trigger real outcomes to vary from those included in the positive declarations. Lucid might not skilled the proposed providing explained in this news release and, if the proposed offering is consummated, can not offer any guarantees relating to the last regards to the offering or the notes or its capability to successfully use the net profits as explained above. In addition, positive declarations show Lucid’s expectations, strategies or projections of future occasions and deem of the date of this interaction. Lucid prepares for that subsequent occasions and advancements will trigger Lucid’s evaluations to alter. Nevertheless, while Lucid might choose to upgrade these positive declarations eventually in the future, Lucid particularly disclaims any commitment to do so. Appropriately, unnecessary dependence needs to not be put upon the positive declarations.
SOURCE Lucid Group