LCID
Lucid Group, INC
NASDAQ
8-K: Lucid Group Secures $1.5 Billion in Funding Through Private Placement and Term Loan
Sentiment:
Capital Raise Announcement
5 August 2024 4:07 PM
Lucid Group has entered into agreements for a $750 million private placement of convertible preferred stock and a $750 million term loan, both with Ayar Third Investment Company, an affiliate of Saudi Arabia's Public Investment Fund.
Capital raise
Lucid Group has secured $750 million through a private placement of Series B Convertible Preferred Stock.
The company has also entered into a $750 million term loan agreement with Ayar Third Investment Company.
Summary
- Lucid Group has secured $1.5 billion in new funding through a private placement and a term loan agreement with Ayar Third Investment Company.
- The private placement involves the sale of 75,000 shares of Series B Convertible Preferred Stock for $750 million.
- These preferred shares are initially convertible into approximately 171.24 million shares of Class A common stock, representing about 7% of the company's outstanding common stock, at an initial conversion price of $4.3799 per share.
- The conversion price is subject to standard anti-dilution adjustments.
- Ayar has agreed to a 12-month lock-up period on the preferred stock and common stock issued upon conversion, with certain exceptions.
- The preferred stock ranks senior to common stock in terms of dividends and liquidation preferences.
- Dividends on the preferred stock will accrue at 9% per annum, compounded quarterly, and will be paid in kind by increasing the value of the preferred stock.
- The term loan agreement provides for a $750 million unsecured delayed draw term loan facility with a maturity date of August 4, 2029.
- The term loan proceeds may be used for working capital and general corporate purposes.
- Interest on the term loan is calculated using either three-month adjusted Term SOFR plus 5.75% or the alternate base rate plus 4.75%, payable in cash or in kind at the company's option.
- The company is also required to pay a quarterly undrawn fee of 0.50% per annum on the unused portion of the term loan facility.
- The term loan agreement includes customary covenants, including a minimum liquidity covenant of $1 billion.
Sentiment
Score: 7
Explanation: The document is positive due to the significant funding secured, but there are some concerns about the terms of the financing and the potential risks involved. The sentiment is therefore moderately positive.
Positives
- Lucid secures a significant $1.5 billion in funding, strengthening its financial position.
- The funding comes from a major existing shareholder, indicating confidence in the company's future.
- The term loan provides flexibility with both cash and in-kind interest payment options.
- The private placement provides a substantial capital injection without immediate dilution of common stock.
Negatives
- The preferred stock has a 9% dividend rate, which will increase the company's liabilities.
- The term loan includes a minimum liquidity covenant of $1 billion, which could restrict the company's financial flexibility.
- The term loan includes an undrawn fee, which will increase the company's costs even if the loan is not fully drawn.
Risks
- The conversion of preferred stock could lead to significant dilution of existing common stock if the stock price reaches $5.50.
- The company's ability to meet the minimum liquidity covenant could be affected by operational challenges or market conditions.
- The company's debt obligations will increase due to the term loan and the preferred stock dividends.
- The company's ability to pay the term loan interest in cash may be impacted by its financial performance.
Future Outlook
The document outlines the terms of the funding agreements but does not provide specific forward-looking statements about the company's future performance or guidance.
Industry Context
This funding announcement comes at a time when electric vehicle manufacturers are facing increased competition and capital needs. Lucid's ability to secure this funding from a major investor like PIF suggests continued support for its long-term growth strategy.
Comparison to Industry Standards
- The private placement and term loan structure is a common method for EV companies to raise capital.
- The 9% dividend rate on the preferred stock is relatively high, reflecting the risk associated with the investment.
- The term loan interest rates are within the typical range for companies with similar credit profiles.
- The $1 billion minimum liquidity covenant is a standard requirement in debt financing agreements.
Stakeholder Impact
- Shareholders may experience dilution if the preferred stock is converted to common stock.
- Employees may benefit from the company's improved financial stability.
- Customers may see continued investment in product development and service.
- Suppliers may have increased confidence in the company's ability to meet its obligations.
- Creditors may be impacted by the new debt obligations and the terms of the term loan.
Next Steps
- The private placement is expected to close within 10 business days.
- Lucid and Ayar will cooperate to obtain stockholder approval for certain matters related to the preferred stock within 18 months.
- Lucid will file a Certificate of Designations for the Series B Convertible Preferred Stock with the Secretary of State of Delaware.
- Lucid will file the final Fourth IRA Amendment with a subsequent Current Report on Form 8-K.
Related Party Transactions
- The private placement and term loan are with Ayar Third Investment Company, an affiliate of the Public Investment Fund (PIF) and the company's majority shareholder.
Key Dates
- February 22, 2021: Date of the original Investor Rights Agreement between Lucid and Ayar.
- June 9, 2022: Date of the existing Credit Agreement between Lucid and Bank of America.
- August 4, 2024: Date of the Subscription Agreement and Term Loan Agreement with Ayar.
- September 30, 2024: First quarterly dividend payment date for the Series B Convertible Preferred Stock.
- August 4, 2029: Maturity date of the term loan agreement.
Keywords
Lucid Group, private placement, convertible preferred stock, term loan, Ayar Third Investment Company, Public Investment Fund, funding, capital raise, debt financing, liquidity, convertible securities
LCID
Lucid Group, INC
NASDAQ
Sector: TBD
Filings with Classifications
Capital raise
17 July 2025 8:38 AM
Strategic Partnership Announcement
- Lucid and SMB Holding Corporation (a subsidiary of Uber) entered into a Subscription Agreement for a private placement.
- SMB Holding Corporation agreed to purchase Lucid Class A common stock equal to $300 million in cash.
- The purchase price per share is the arithmetic average of the daily volume-weighted average price of Lucid's common stock over 30 consecutive trading days ending prior to the VPA execution.
- The private placement is expected to close in Q3 2025, subject to regulatory approvals and customary closing conditions.
- Proceeds will fund non-recurring engineering costs for the Lucid Gravity Plus vehicles and general corporate purposes.
- SMB Holding Corporation may not transfer the shares for 18 months after closing.
Better than expected
17 July 2025 8:38 AM
Strategic Partnership Announcement
- Lucid secured a minimum order of 20,000 vehicles, providing a substantial revenue pipeline.
- A $300 million private placement from Uber's subsidiary provides capital and validates the partnership.
- The strategic partnership with Uber and Nuro positions Lucid at the forefront of the autonomous robotaxi market.
Capital raise
6 June 2025 4:07 PM
Annual Meeting Results
- The Amended and Restated 2021 Stock Incentive Plan was approved, increasing the number of shares of Class A common stock available for issuance by 184,000,000 shares. While primarily for compensation, this represents a potential future issuance of equity that could dilute existing shareholders.
Worse than expected
6 May 2025 4:09 PM
Quarterly Report
- The company's net loss, while improved year-over-year, still indicates that the company is not profitable.
- The company's gross margin is still negative, indicating that the company is selling vehicles at a loss.
Worse than expected
6 May 2025 4:08 PM
Earnings Release
- The company reported a GAAP net loss per share of $(0.24) for Q1 2025.
Capital raise
10 April 2025 9:54 PM
Beneficial Ownership Update
- Lucid Group, Inc. priced an offering of $1,100,000,000 aggregate principal amount of 5.00% convertible senior notes due 2030.
- The settlement of the issuance of these notes occurred on April 8, 2025.
- Ayar Third Investment Company entered into a privately negotiated prepaid forward share purchase transaction for $430,000,000.80 in connection with the notes offering, which is intended to facilitate hedging by investors in the notes.
Capital raise
8 April 2025 8:05 PM
Pricing Announcement
- Lucid Group completed a private offering of $1.1 billion in 5.00% Convertible Senior Notes due 2030.
- The notes were offered to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933.
- The initial purchasers had an option to purchase an additional $100 million in notes, which they exercised in full.
- Ayar Third Investment Company entered into a prepaid forward transaction to purchase approximately $430.0 million of Lucid's common stock.
Capital raise
2 April 2025 4:22 PM
Capital Raise Announcement
- Lucid is commencing a private offering of $1,000,000,000 aggregate principal amount of its Convertible Senior Notes due 2030.
- The initial purchasers of the notes will have an option to purchase up to an additional $100,000,000 aggregate principal amount of the notes.
- The notes will be offered only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act.
Delay expected
25 February 2025 4:12 PM
Annual Results
- The Midsize platform is currently in development, and is scheduled for start of production in late 2026.
Worse than expected
25 February 2025 4:12 PM
Annual Results
- The company reported a net loss of $2.7 billion for the year ended December 31, 2024.
- The company expects to continue to incur substantial losses and increasing expenses in the foreseeable future.
Capital raise
25 February 2025 4:12 PM
Annual Results
- The company will require additional capital to support business growth, and this capital might not be available on commercially reasonable terms, or at all.
- The company is pursuing additional financing through equity, equity-linked, or debt financing in the future.
Worse than expected
25 February 2025 4:09 PM
Earnings Release
- Lucid reported a GAAP net loss per share of $(1.25) for the full year 2024, indicating continued losses despite increased production and deliveries.
Worse than expected
7 November 2024 4:10 PM
Quarterly Report
- The company's net loss of $992.5 million in Q3 2024 and $2.3 billion for the nine months ended September 30, 2024, is worse than expected, despite a 45% increase in revenue.
Capital raise
7 November 2024 4:10 PM
Quarterly Report
- Lucid completed a public offering and private placement in October 2024, raising approximately $1.7 billion in gross proceeds.
- The company issued 100,000 shares of Series A Redeemable Convertible Preferred Stock to Ayar for $1.0 billion in March 2024.
- The company issued 75,000 shares of Series B Redeemable Convertible Preferred Stock to Ayar for $750 million in August 2024.
Capital raise
7 November 2024 4:07 PM
Quarterly Report
- Lucid completed a capital raise of approximately $1.75 billion in October 2024.
- The capital raise is intended to extend the company's financial runway well into 2026.
- The Public Investment Fund and other institutional investors participated in the capital raise.
Worse than expected
7 November 2024 4:07 PM
Quarterly Report
- The company reported a significant net loss, indicating that it is not yet profitable.
- The cost of revenue is still significantly higher than the revenue, indicating that the company is not yet efficient in its production.
Capital raise
4 November 2024 6:00 AM
SEC Form 4
- Lucid Group completed an underwritten public offering of 262,446,931 shares of its Class A common stock for aggregate gross proceeds of approximately $680 million.
- Ayar Third Investment Company purchased 374,717,927 shares of Issuer Class A common stock in a private placement for an aggregate purchase price of approximately $971 million.
- Ayar purchased from the Issuer an additional 21,470,459 shares of Common Stock for aggregate purchase price of approximately $56 million in a private placement.
Capital raise
18 October 2024 6:09 AM
Capital Raise Announcement
- Lucid Group is raising approximately $1.65 billion through a combination of a public offering and a private placement.
- The private placement with Ayar Third Investment Company will generate approximately $971 million.
- The public offering is expected to generate approximately $680 million.
- Ayar will purchase additional shares to maintain its ownership percentage.
Capital raise
16 October 2024 4:42 PM
Capital Raise Announcement and Preliminary Results
- Lucid is conducting a public offering of 262,446,931 shares of its common stock.
- Ayar Third Investment Company intends to purchase 374,717,927 shares in a private placement concurrently with the public offering.
- The underwriter has a 30-day option to purchase up to 39,367,040 additional shares.
- Ayar intends to purchase additional shares if the underwriter exercises its option to maintain its ownership stake.
Worse than expected
16 October 2024 4:42 PM
Capital Raise Announcement and Preliminary Results
- The estimated loss from operations of $765 million to $790 million is significant and indicates that the company is not yet profitable.
Better than expected
10 September 2024 9:05 AM
Technology and Manufacturing Day Presentation
- Lucid has already delivered more cars in 2024 than in all of 2023, indicating better than expected production and delivery numbers.
Capital raise
19 August 2024 9:04 AM
Private Placement Announcement
- Lucid Group has raised $750 million through the sale of Series B Convertible Preferred Stock to Ayar Third Investment Company.
- The shares were sold in a private placement.
- The company may need to raise additional capital in the future to fund its operations and growth.
Worse than expected
5 August 2024 4:10 PM
Quarterly Report
- The company's net loss of $643.4 million for the quarter and $1.324 billion for the six months ended June 30, 2024, is worse than expected.
- The company's accumulated deficit of $11.5 billion as of June 30, 2024, is worse than expected.
Capital raise
5 August 2024 4:10 PM
Quarterly Report
- Lucid issued 100,000 shares of Series A redeemable convertible preferred stock to Ayar for $1.0 billion in gross proceeds.
- The company entered into a $750 million five-year unsecured delayed draw term loan credit facility with Ayar on August 4, 2024.
- Lucid also entered into a subscription agreement with Ayar on August 4, 2024, for the purchase of 75,000 shares of Series B convertible preferred stock for $750 million.
Capital raise
5 August 2024 4:08 PM
Quarterly Report
- Lucid announced a commitment of $1.5 billion from an affiliate of the Public Investment Fund (PIF).
- This investment is expected to provide sufficient liquidity into at least the fourth quarter of 2025.
Worse than expected
5 August 2024 4:08 PM
Quarterly Report
- The company's net loss of $790.251 million and negative free cash flow of $741.302 million indicate worse than expected financial performance.
Capital raise
5 August 2024 4:07 PM
Capital Raise Announcement
- Lucid Group has secured $750 million through a private placement of Series B Convertible Preferred Stock.
- The company has also entered into a $750 million term loan agreement with Ayar Third Investment Company.
Capital raise
6 June 2024 4:10 PM
Annual Meeting Results
- The approval of the increase in shares available for issuance under the stock incentive plan could be used for future capital raising activities.
Worse than expected
24 May 2024 6:58 AM
Restructuring Announcement
- The company is reducing its workforce and incurring significant restructuring charges, which is generally viewed negatively by investors.
Capital raise
6 May 2024 4:14 PM
Quarterly Report
- Lucid secured a $1 billion investment through the issuance of Redeemable Convertible Preferred Stock to Ayar Third Investment Company.
- The company may need to raise additional funds through equity, equity-linked or debt financings in the future.
Worse than expected
6 May 2024 4:14 PM
Quarterly Report
- Despite increased revenue, the company's net loss remains substantial, indicating that it is not yet on a path to profitability.
Capital raise
6 May 2024 4:06 PM
Quarterly Report
- Lucid successfully raised $1.0 billion through a private placement to an affiliate of the Public Investment Fund (PIF).
Worse than expected
6 May 2024 4:06 PM
Quarterly Report
- The company reported a significant net loss of $680.859 million, which is worse than expected.
- The cost of revenue was significantly higher than the revenue generated, indicating challenges in achieving profitability.
Capital raise
25 April 2024 6:06 AM
Proxy Statement
- Ayar agreed to purchase 100,000 shares of our Series A Convertible Preferred Stock for an aggregate purchase price of $1,000,000,000 in a private placement.
- On March, 29, 2024, we issued the shares of Convertible Preferred Stock pursuant to the March 2024 Subscription Agreement and received aggregate proceeds of $1,000,000,000.
Capital raise
29 March 2024 5:08 PM
8-K Filing
- Lucid Group has raised $1 billion through the sale of Series A Convertible Preferred Stock to Ayar Third Investment Company.
- The capital raise is a private placement, not a public offering.
Capital raise
25 March 2024 8:07 AM
Private Placement Announcement
- Lucid Group is raising $1 billion through a private placement of Series A Convertible Preferred Stock.
- The investor is Ayar Third Investment Company, an affiliate of Saudi Arabia's Public Investment Fund.
- The preferred stock is convertible into common stock, potentially diluting existing shareholders.
- The capital raise is expected to close within 10 business days.
Delay expected
27 February 2024 4:09 PM
Annual Results
- The document mentions delays in the acceptance of the Project under the Integration Agreement, which may impact timelines set out in the Supply Agreement.
Capital raise
27 February 2024 4:09 PM
Annual Results
- The document mentions that Lucid will require incremental investment to meet AML's demand beyond the committed supply, and AML will decide whether to fund such investment.
- The document also mentions that Lucid may be eligible for a loan pursuant to the Advanced Technology Vehicles Manufacturing Loan Program administered by the U.S. Department of Energy.
Worse than expected
27 February 2024 4:09 PM
Annual Results
- The company's net loss of $2.8 billion was worse than expected, indicating ongoing financial challenges.
- The company's revenue decreased slightly in 2023 compared to 2022, which was worse than expected.
- The company's cost of revenue increased significantly in 2023, which was worse than expected.
Capital raise
21 February 2024 4:07 PM
Quarterly Report
- The document mentions that Lucid is reliant on future capital raises and funding strategies.
- The company's negative free cash flow and significant losses suggest that additional capital will be needed to fund operations.
Worse than expected
21 February 2024 4:07 PM
Quarterly Report
- Lucid's net loss of $2.83 billion for the year is significantly worse than the previous year's loss of $1.3 billion.
- The company's negative free cash flow of $3.4 billion for the year is also a significant concern.
- The cost of revenue is significantly higher than the revenue generated, indicating a lack of profitability.
Delay expected
15 February 2024 5:17 PM
Current Report
- The 2024 Annual Meeting is delayed by more than 30 days after the anniversary of the 2023 meeting.
Disclaimer: This summary was generated by artificial intelligence and its accuracy is not guaranteed. The information provided here is for general informational purposes only and does not constitute financial advice, recommendation, or endorsement of any kind. It may contain errors or omissions. You should not rely on this information to make financial decisions. Always seek the advice of a qualified financial professional before making any investment or financial decisions. Use of this information is at your own risk.