MP Materials Corp 8-K, filed Mar 22, 2024
MP Materials Corp. (MP)
8-K
2024-03-22
For: 2024-03-20
View Original
Added on
April 11, 2026
About this 8-K
MP Materials Corp filed this 8-K on March 22, 2024, reporting on events of March 20, 2024.
Items reported
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 20, 2024
MP MATERIALS CORP.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(Address of principal executive offices and Zip Code)
(702 ) 844-6111
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01. Other Events.
Irrevocable Election of Settlement of the 2026 Notes
On March 20, 2024, the MP Materials Corp. (the “Company”) provided a written notice to the trustee and the noteholders of the 0.25% Convertible Senior Notes due 2026 (the “2026 Notes”) that it has irrevocably elected to fix the settlement method for all conversions that may occur subsequent to March 20, 2024, to a combination of cash and shares of Common Stock with the specified dollar amount per $1,000 principal amount of the 2026 Notes of $1,000. As a result, for any subsequent conversions of 2026 Notes, a converting noteholder will receive (i) up to $1,000 in cash per $1,000 principal amount of the 2026 Notes and (ii) shares of Common Stock for any conversion consideration in excess of $1,000 per $1,000 principal amount of the 2026 Notes converted.
The foregoing description of the notice does not purport to be complete and is qualified in its entirety by reference to the complete text of the notice, a copy of which is filed as Exhibit 99.1 hereto and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are filed as part of this Current Report on Form 8-K:
| Exhibit Number | Description | |||||||
| 99.1 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
2
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| MP MATERIALS CORP. | |||||||||||
| Date: March 22, 2024 | By: | /s/ Elliot D. Hoops | |||||||||
| Name: Elliot D. Hoops | |||||||||||
| Title: General Counsel and Secretary | |||||||||||
3
Exhibit 99.1
SETTLEMENT METHOD ELECTION NOTICE
MP Materials Corp.
0.25% Convertible Senior Notes due 2026
CUSIP 553368 AA9
March 20, 2024
U.S. Bank Trust Company, National Association
60 Livingston Ave
Saint Paul, MN 55107
Attn: Corporate Trust Administrator for MP Materials Corp.
AND
Holders of MP Materials Corp.’s 0.25% Convertible Senior Notes due 2026
Re: Election of Settlement Method
Reference is hereby made to the Indenture (the “Indenture”), dated as of March 26, 2021, between MP Materials Corp. (the “Company”) and U.S. Bank Trust Company, National Association (as successor in intertest to U.S. Bank National Association), as Trustee, relating to the 0.25% Convertible Senior Notes due 2026 (the “Notes”) of the Company. Capitalized terms used but not defined herein have the meanings given to such terms in the Indenture. Pursuant to Section 14.02(a)(vi) of the Indenture, the Company hereby irrevocably elects Combination Settlement with a Specified Dollar Amount per $1,000 principal amount of Notes equal to $1,000, with respect to any Conversion Dates occurring on or after the date hereof.
| Sincerely, | |||||
| MP MATERIALS CORP. | |||||
By: /s/ Elliot D. Hoops | |||||
| Name: Elliot D. Hoops | |||||
| Title: General Counsel and Secretary | |||||