8-K
filed April 14, 2023, 7:59 PM ET
CIK 0001731289
debt
confidence high
sentiment neutral
materiality 0.65
Nikola Corp: debt financing — Nikola exchanges $100M notes, issues Series B convertibles; three directors to retire
Nikola Corp
- Completed exchange of $100M aggregate principal amount of Existing Notes for new 8.00%/11.00% Series B Convertible Senior PIK Toggle Notes due 2026.
- Notes bear interest at 8% cash or 11% PIK, mature May 31, 2026; conversion rate 686.8132 per $1,000 principal.
- Conversion limited until stockholder approval; cash settlement required prior to Authorized Share Effective Date.
- Three directors (Lynn Forester de Rothschild, Gerrit A. Marx, Mark A. Russell) retiring at 2023 annual meeting.
- Notes issued in private placement under Section 4(a)(2) of Securities Act to Antara Capital LP.
Key facts
Extracted from this filing and checked against the source text.
Debt Financings
SEC 8-K Item 2.03/2.04
confidence 0.98
Nikola Corp incurred convertible notes of $100.0 million aggregate principal amount with Antara Capital LP. at 8.00% per annum, to the extent paid in cash ... and 11.00% per annum, to the ext maturing May 31, 2026.
- Instrument
- convertible notes
- Principal
- $100.0 million aggregate principal amount
- Counterparty
- Antara Capital LP.
- Rate
- 8.00% per annum, to the extent paid in cash ... and 11.00% per annum, to the ext
- Maturity
- May 31, 2026
- Event
- incurrence
Exact text from the filing
in exchange for the Company’s issuance to the Investor of $100.0 million aggregate principal amount of the Company’s 8.00% / 11.00% Series B Convertible Senior PIK Toggle Notes due 2026
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Lynn Forester de Rothschild departed as Director at Nikola Corp.
- Action
- retiring
- Role
- Director
Exact text from the filing
Lynn Forester de Rothschild, Gerrit A. Marx and Mark A. Russell will be retiring from the Company’s board of directors at the Company’s 2023 annual meeting of stockholders.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Mark A. Russell departed as Director at Nikola Corp.
- Action
- retiring
- Role
- Director
Exact text from the filing
Lynn Forester de Rothschild, Gerrit A. Marx and Mark A. Russell will be retiring from the Company’s board of directors at the Company’s 2023 annual meeting of stockholders.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Gerrit A. Marx departed as Director at Nikola Corp.
- Action
- retiring
- Role
- Director
Exact text from the filing
Lynn Forester de Rothschild, Gerrit A. Marx and Mark A. Russell will be retiring from the Company’s board of directors at the Company’s 2023 annual meeting of stockholders.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Nikola Corp entered into Indenture with U.S. Bank Trust Company, National Association, as trustee (effective 2023-04-11).
- Action
- entry
- Agreement
- notes offering
- Counterparty
- U.S. Bank Trust Company, National Association, as trustee
- Effective
- 2023-04-11
Exact text from the filing
The Notes were issued pursuant to that certain indenture, dated as of April 11, 2023 (the “Indenture”), among the Company, the Guarantor Subsidiary and any Future Subsidiary Guarantor that may become a party thereto, as guarantors, and U.S. Bank Trust Company, National Association, as trustee
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Nikola Corp entered into Exchange Agreement with Antara Capital LP., on behalf of certain of its advised or manage funds and accounts (the "Investor") valued at $100.0 million aggregate principal amount (effective 2023-03-29).
- Action
- entry
- Agreement
- notes offering
- Counterparty
- Antara Capital LP., on behalf of certain of its advised or manage funds and accounts (the "Investor")
- Value
- $100.0 million aggregate principal amount
- Effective
- 2023-03-29
Exact text from the filing
pursuant to that certain exchange and investment agreement dated as of March 29, 2023 (the “Exchange Agreement”) by and among the Company, the Guarantor Subsidiary and the Investor
View on SEC.gov
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