Rivian Automotive, Inc. Prices $1.25 Billion Senior Secured Green Notes Offering to Refinance Outstanding Senior Secured Notes due 2026

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[{"type":"text","content":" IRVINE, Calif.--(BUSINESS WIRE)--\nRivian Automotive, Inc. (Nasdaq: RIVN) (“Rivian”) today announced that Rivian Holdings, LLC (the “Company”), Rivian, LLC (“Rivian LLC”) and Rivian Automotive, LLC (“Rivian Automotive” and, together with the Company and Rivian LLC, the “Co-Issuers”) priced their private offering of $1,250,000,000 aggregate principal amount of 10.000% senior secured green notes due 2031 (the “notes”). Rivian expects to use the net proceeds from the offering of the notes, together with cash on hand, to redeem in full the $1,250,000,000 aggregate principal amount of the Co-Issuers’ outstanding floating rate senior secured notes due 2026 (the “2026 Notes”) and pay related fees and expenses. This press release does not constitute a notice of redemption with respect to the 2026 Notes.\n\n\nThe closing of the notes is expected to occur on June 12, 2025, subject to customary closing conditions. The notes are expected to be guaranteed by each of the Company’s subsidiaries that also guarantee the Co-Issuers’ senior secured asset-based revolving credit facility (the “ABL Facility”). The notes and the guarantees are expected to be secured on a first-priority basis by substantially all assets of the Co-Issuers and the guarantors, other than ABL Priority Collateral (as defined below), if and when the previously announced loan facility with the Department of Energy is funded, on a first-priority basis by substantially all assets of Rivian New Horizon, LLC, and on a second-priority basis by the inventory, receivables, certain deposit accounts and certain related assets (which exclude intellectual property) which secure the ABL Facility on a first-priority basis (the “ABL Priority Collateral”), in each case subject to certain excluded assets and permitted liens.\n\n\nThe notes and the related guarantees are being offered only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), or to persons other than “U.S. persons” in compliance with Regulation S under the Securities Act. The notes and the related guarantees have not been and will not be registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States except pursuant to an exemption from, or in a t...

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