MP Materials Corp. Files 8-K on Definitive Agreement

TL;DR

MP Materials signed a new deal, check the 8-K for details.

AI Summary

MP Materials Corp. entered into a material definitive agreement on December 16, 2024, related to a direct financial obligation. The company also reported on unregistered sales of equity securities and filed financial statements and exhibits. This filing follows their previous name change from Fortress Value Acquisition Corp. on January 28, 2020.

Why It Matters

This 8-K filing indicates MP Materials Corp. has entered into a significant new agreement, which could impact its financial obligations and future operations.

Risk Assessment

Risk Level: medium — The filing details a material definitive agreement and financial obligations, which inherently carry financial and operational risks for the company.

Key Numbers

• 2024-12-16 — Date of earliest event reported (Indicates the date of the material definitive agreement.)
• 2020-01-28 — Date of name change (Marks the transition from Fortress Value Acquisition Corp. to MP Materials Corp.)

Key Players & Entities

• MP Materials Corp. (company) — Registrant
• Fortress Value Acquisition Corp. (company) — Former company name
• Delaware (jurisdiction) — State of incorporation
• 1700 S. Pavilion Center Drive, Suite 800 (address) — Principal executive offices
• Las Vegas, Nevada 89135 (address) — Principal executive offices

FAQ

Key Financial Figures

• $0.0001 — registered Common Stock, par value of $0.0001 per share MP New York Stock Exchange
• $142.3 million — "), the Company exchanged approximately $142.3 million in aggregate principal amount of 2026 C
• $115.3 million — 026 Convertible Notes for approximately $115.3 million in aggregate principal amount of the Co
• $131.6 million — ly announced exchanges of approximately $131.6 million in aggregate principal amount of 2026 C
• $106.6 million — 026 Convertible Notes for approximately $106.6 million in aggregate principal amount of 2030 C
• $27 million — tstanding indebtedness by approximately $27 million. Item 2.03. Creation of a Direct Finan
• $1,000 — e of 64.3915 shares of common stock per $1,000 principal amount of 2030 Convertible No

Filing Documents

• mp-20241216.htm (8-K) — 30KB
• 0001801368-24-000092.txt ( ) — 178KB
• mp-20241216.xsd (EX-101.SCH) — 2KB
• mp-20241216_def.xml (EX-101.DEF) — 14KB
• mp-20241216_lab.xml (EX-101.LAB) — 25KB
• mp-20241216_pre.xml (EX-101.PRE) — 15KB
• mp-20241216_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On December 16, 2024 and December 17, 2024, MP Materials Corp. (the "Company") completed its previously announced exchanges with a limited number of holders of its 0.25% green convertible senior notes due 2026 (the "2026 Convertible Notes"), in each case pursuant to exemptions from registration under the Securities Act of 1933, as amended (the "Securities Act"). Pursuant to the separate, privately negotiated exchange agreements (the "Exchange Agreements"), the Company exchanged approximately $142.3 million in aggregate principal amount of 2026 Convertible Notes for approximately $115.3 million in aggregate principal amount of the Company's 3.00% convertible senior notes due 2030 (the "2030 Convertible Notes"), representing an increase from the previously announced exchanges of approximately $131.6 million in aggregate principal amount of 2026 Convertible Notes for approximately $106.6 million in aggregate principal amount of 2030 Convertible Notes. The 2030 Convertible Notes issued in the exchanges constitute additional notes under that certain indenture, dated as of March 7, 2024 (the "Indenture"), by and between the Company and U.S. Bank Trust Company, National Association, as trustee, governing the 2030 Convertible Notes. The additional 2030 Convertible Notes are fully fungible with, rank equally in right of payment with and form a single series with the Company's existing 2030 Convertible Notes. The Indenture (which includes the form of 2030 Convertible Notes filed as Exhibit 4.2 hereto) is filed as Exhibit 4.1 hereto and is incorporated herein by reference. The exchanges extended the Company's debt maturity profile and reduced the Company's outstanding indebtedness by approximately $27 million. Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in Item 1.01 above with respect to the issuance of the 2030

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. The information set forth in Item 1.01 above is incorporated by reference into this Item 3.02. The 2030 Convertible Notes were exchanged in reliance upon Section 4(a)(2) of the Securities Act in transactions not involving any public offering. Initially, a maximum of 7,423,890 shares of the Company's common stock may be issued upon conversion of the additional 2030 Convertible Notes, based on the initial maximum conversion rate of 64.3915 shares of common stock per $1,000 principal amount of 2030 Convertible Notes, which is subject to customary adjustments. The exchanges for the 2030 Convertible Notes and the shares of the Company's common stock issuable upon conversion of the 2030 Convertible Notes, if any, have not been registered under the Securities Act or the securities laws of any other jurisdiction, and such securities may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and other applicable securities laws. This Current Report on Form 8-K does not constitute an offer to sell, or a solicitation of an offer to buy, any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering, solicitation or sale would be unlawful.

01. Financial Statements and Exhibits

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 4.1 Indenture, dated as of March 7, 2024, by and between the Company and U.S. Bank Trust Company, National Association, as trustee (incorporated herein by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on March 8, 2024). 4.2 Form of 2030 Convertible Notes (included as Exhibit A to Exhibit 4.1). 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: December 17, 2024 By: /s/ Elliot D. Hoops Name: Elliot D. Hoops Title: General Counsel and Secretary 3

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View this 8-K filing on SEC EDGAR