Lithium Americas Corp. (TSX: LAC) (NYSE: LAC)
(“Lithium Americas” or the
“Company”) today announced that the initial
purchasers under its previously announced offering of
US$225,000,000 aggregate principal amount of 1.75% convertible
senior notes due 2027 (the “
Notes” and the
“
Offering”) have exercised, in full, their option
to purchase up to an additional US$33,750,000 aggregate principal
amount of Notes (the “
Over-Allotment Option”),
increasing the total Offering size to US$258,750,000.
“With the Offering complete and our US$205
million senior secured facility fully repaid, we have significantly
enhanced our balance sheet while minimizing potential dilution to
shareholders and reducing interest cost,” commented Jon Evans,
President and CEO. “Additionally, by removing security over Thacker
Pass, we increase our flexibility as we continue to advance the
strategic partnership and financing process.”
The initial purchasers under the Offering were
Deutsche Bank Securities Inc. and Clarksons Platou Securities AS,
which acted as joint book-running managers, BMO Capital Markets
Corp., Canaccord Genuity LLC and TD Securities Inc., which acted as
passive book-running managers, and B. Riley Securities, Inc.,
Cormark Securities Inc., Cowen and Company, LLC, National Bank
Financial Inc., Scotia Capital (USA) Inc., Stifel, Nicolaus &
Company, Incorporated, Industrial Alliance Securities Inc., and
Tuohy Brothers Investment Research Inc., which acted as
co-managers.
The Company has used a portion of the net
proceeds from the Offering to repay in full its US$205 million
senior secured credit facility. The Company intends to use the
remainder of the net proceeds from the Offering to repay other
indebtedness and for general corporate purposes.
The Notes, including those issued pursuant to
the initial purchasers’ exercise of the Over-Allotment Option, are
unsecured and will accrue interest payable semi-annually in arrears
at a rate of 1.75% per annum on January 15 and July 15 of each
year, beginning on July 15, 2022. Prior to October 15, 2026, the
Notes will be convertible at the option of the holders during
certain periods, upon satisfaction of certain conditions.
Thereafter, the Notes will be convertible at any time until the
close of business on the business day immediately preceding the
maturity date. Upon conversion, the Notes may be settled, at the
Company’s election, in common shares of the Company (the
“Shares”), cash or a combination thereof. The
initial conversion rate for the Notes will be 21.2307 Shares per
US$1,000 principal amount of Notes, equivalent to an initial
conversion price of approximately US$47.10 per Share. The initial
conversion price of the Notes represents a premium of approximately
35% to the last reported sale price of the Shares on the New York
Stock Exchange on December 1, 2021.
The Notes will mature on January 15, 2027,
unless earlier repurchased, redeemed or converted. The Company may
not redeem the Notes prior to December 6, 2024 except upon the
occurrence of certain changes to the laws governing Canadian
withholding taxes. After December 6, 2024, the Company will have
the right to redeem the Notes at its option in certain
circumstances. Holders of Notes will have the right to require the
Company to repurchase their Notes upon the occurrence of certain
events.
The Notes were offered on a private placement
basis and were not offered by way of a prospectus in Canada, the
U.S., or any other jurisdiction. The Notes and the distribution of
Shares issuable upon conversion of the Notes have not been, and
will not be, registered under the U.S. Securities Act of 1933, as
amended (the “Securities Act”), or any state
securities laws and may not be offered or sold in the United States
except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and
the rules promulgated thereunder and applicable state securities
laws. The Notes were offered (i) to persons reasonably believed to
be qualified institutional buyers in reliance on Rule 144A under
the Securities Act and (ii) outside the United States to non-U.S.
persons in reliance on Rule 903 of Regulation S under the
Securities Act, and, in the case of offers in Canada, to persons
who are “accredited investors” and “permitted clients” within the
meaning of Canadian securities laws.
This news release does not constitute an offer
to sell or a solicitation of an offer to buy the Notes or any other
securities and shall not constitute an offer, solicitation or sale
in the United States or in any other jurisdiction in which such an
offer, solicitation or sale would be unlawful prior to the
registration and qualification under the securities laws of such
state or jurisdiction.
ABOUT LITHIUM AMERICAS
Lithium Americas is a development-stage company
with projects in Jujuy, Argentina and Nevada, United States.
Lithium Americas trades on both the Toronto Stock Exchange and on
the New York Stock Exchange, under the ticker symbol “LAC”.
For further information contact:Investor
RelationsTelephone: 778-656-5820Email:
ir@lithiumamericas.comWebsite: www.lithiumamericas.com
CAUTIONARY STATEMENT ON FORWARD-LOOKING
INFORMATION
Certain statements in this release constitute
“forward-looking statements” within the meaning of applicable
United States securities legislation and “forward-looking
information” under applicable Canadian securities legislation
(collectively, “forward-looking statements”). Such
forward-looking statements involve known and unknown risks,
uncertainties and other factors that may cause the actual results,
performance or achievements of the Company, its projects, or
industry results, to be materially different from any future
results, performance or achievements expressed or implied by such
forward-looking statements. Such statements can be identified by
the use of words such as “may”, “would”, “could”, “will”, “intend”,
“expect”, “believe”, “plan”, “anticipate”, “estimate”, “scheduled”,
“forecast”, “predict” and other similar terminology, or state that
certain actions, events or results “may”, “could”, “would”, “might”
or “will” be taken, occur or be achieved. These statements reflect
the Company’s current expectations regarding future events,
financial or operating performance and results, and speak only as
of the date of this release. Such statements include without
limitation, the Company’s expectations with respect to the use of
proceeds of the Offering, the expected benefits to the Company of
the Offering, and the Company’s expectations regarding its
strategic positioning and financing opportunities.
Forward-looking statements involve significant
risks and uncertainties, should not be read as guarantees of future
performance or results and will not necessarily be accurate
indicators of whether or not such results will be achieved. A
number of factors could cause actual results to differ materially
from the results discussed in the forward-looking statements or
information, including, but not limited to, the fact that the
Company’s management will have broad discretion in the use of
certain of the proceeds from the Offering; uncertainty regarding
the Company’s ability to pursue strategic partnerships and
financing opportunities; uncertainty regarding the stable and
supportive legislative, regulatory and community environment in the
jurisdictions where the Company operates, or the enforcement of
such laws and regulations by the applicable authorities; the
failure of parties to contracts with the Company to perform as
agreed; social or labour unrest; risks relating to general economic
conditions; changes in commodity prices, including the market price
of lithium; the impact of COVID-19 on the Company’s business;
anticipated timing and results of exploration, development and
construction activities; and the Company’s ability to develop and
achieve production at any of the Company’s mineral exploration and
development properties, and to deliver anticipated results or
results that would justify and support continued exploration,
studies, development or operations. Additional information about
these assumptions and risks and uncertainties is contained in the
Company’s filings with securities regulators, including the
Company’s most recent annual information form and most recent
management’s discussion and analysis for the Company’s most
recently completed financial year and interim financial period,
which are available on SEDAR at www.sedar.com and EDGAR at
www.sec.gov.
Although the forward-looking statements
contained in this release are based upon what management of the
Company believes are reasonable assumptions, there can be no
assurance that actual results will be consistent with these
forward-looking statements. These forward-looking statements are
made as of the date of this release and are expressly qualified in
their entirety by this cautionary statement. Subject to applicable
securities laws, the Company does not assume any obligation to
update or revise the forward-looking statements contained herein to
reflect events or circumstances occurring after the date of this
release.
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