Form 4: Public Investment Fund Increases Stake in Lucid Group Through Private Placement
Summary
- The Public Investment Fund (PIF), through its subsidiary Ayar Third Investment Company, increased its stake in Lucid Group, Inc.
- On October 30, 2024, Ayar purchased 374,717,927 shares of Lucid's Class A common stock for approximately $971 million in a private placement.
- On October 31, 2024, Ayar purchased an additional 21,470,459 shares for approximately $56 million due to the underwriter's exercise of an overallotment option.
- These purchases occurred after Lucid Group announced a public offering of 262,446,931 shares of its Class A common stock, generating gross proceeds of approximately $680 million.
- The underwriter exercised an option to purchase an additional 15,037,594 shares in the public offering.
- Following these transactions, Ayar beneficially owns 2,227,072,750 shares indirectly and 8,041,393 shares directly.
- This includes shares issuable upon conversion of Series A and Series B Convertible Preferred Stock.
- PIF may be deemed to beneficially own the shares held by Ayar, and Turqi A. Alnowaiser and Yasir Alsalman, co-managers of Ayar, may also be deemed beneficial owners.
- Mr. Alnowaiser, an employee of PIF, serves as a representative of Ayar on Lucid's Board of Directors.
Sentiment
Score: 7
Explanation: The sentiment is moderately positive. PIF's increased investment signals confidence in Lucid, but the document lacks details on Lucid's operational performance or future plans.
Positives
- PIF's increased investment demonstrates confidence in Lucid Group's future.
- The private placement provided Lucid with substantial capital, totaling over $1 billion when combined with the public offering.
- The exercise of the underwriter's overallotment option indicates strong investor demand for Lucid's stock.
Risks
- The document does not explicitly mention any risks, but the increased stake by PIF could raise concerns about concentration of ownership.
- The document does not explicitly mention any risks, but the reliance on a major investor like PIF could pose risks if PIF's investment strategy changes.
Future Outlook
The document does not contain specific forward-looking statements from Lucid Group regarding its future performance or strategy.
Industry Context
This announcement reflects continued investment in the electric vehicle (EV) sector, with sovereign wealth funds like PIF playing a significant role in funding companies like Lucid. This is similar to other investments in the EV space by sovereign wealth funds.
Comparison to Industry Standards
- PIF's investment in Lucid is comparable to other sovereign wealth fund investments in high-growth technology companies, such as SoftBank's Vision Fund investments in various tech startups.
- The private placement structure is a common method for large investors to increase their stake in a company, similar to private investments in public equity (PIPE) deals seen in other industries.
- Lucid's public offering and subsequent private placement are similar to capital-raising activities undertaken by other EV manufacturers like Tesla and Rivian to fund expansion and production.
Stakeholder Impact
- Shareholders: The increased investment by PIF could be viewed positively, potentially increasing investor confidence.
- Employees: The additional capital could support Lucid's operations and growth, potentially leading to job creation.
- Customers: The investment could enable Lucid to expand production and improve its products, benefiting customers.
- Suppliers: Increased production could lead to higher demand for suppliers' products and services.
Related Party Transactions
- The purchase of shares by Ayar Third Investment Company, a wholly-owned subsidiary of Public Investment Fund of Saudi Arabia, constitutes a related party transaction.
Key Dates
- 10/16/2024: Lucid Group announced pricing of a public offering of 262,446,931 shares of Class A common stock.
- 10/17/2024: The underwriter in the Public Offering exercised its overallotment option to purchase an additional 15,037,594 shares of common stock in the Public Offering.
- 10/30/2024: Ayar Third Investment Company purchased 374,717,927 shares of Lucid Class A common stock in a private placement.
- 10/31/2024: Ayar purchased an additional 21,470,459 shares of Common Stock in a private placement as a result of the underwriter's exercise of the Option.
- 11/01/2024: Date of signatures for the SEC Form 4 filing.
Keywords
Filings with Classifications
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.
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.
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.
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.
Earnings Release
- The company reported a GAAP net loss per share of $(0.24) for Q1 2025.
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.
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 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.
Annual Results
- The Midsize platform is currently in development, and is scheduled for start of production in late 2026.
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.
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.
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.
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.
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.
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.
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.
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 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 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.
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.
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.
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.
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.
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.
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.
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 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.
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.
Restructuring Announcement
- The company is reducing its workforce and incurring significant restructuring charges, which is generally viewed negatively by investors.
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.
Quarterly Report
- Despite increased revenue, the company's net loss remains substantial, indicating that it is not yet on a path to profitability.
Quarterly Report
- Lucid successfully raised $1.0 billion through a private placement to an affiliate of the Public Investment Fund (PIF).
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.
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.
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.
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.
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.
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.
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.
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.
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.
Current Report
- The 2024 Annual Meeting is delayed by more than 30 days after the anniversary of the 2023 meeting.
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