The 3% convertible notes are due 2030

Davis Polk advised the lead book-running manager and representative of the initial purchasers in a Rule 144A offering by MP Materials Corp. of $747.5 million aggregate principal amount of its 3.00% convertible senior notes due 2030, including $97.5 million aggregate principal amount of convertible notes pursuant to the full exercise of the initial purchaser’s option to purchase additional convertible notes. In addition, Davis Polk advised the counterparties to capped call transactions entered into in connection with the offering. MP Materials’ common stock is listed on the New York Stock Exchange under the symbol “MP.”

MP Materials is the owner and operator of Mountain Pass, the only rare earth mining and processing site of scale in North America, and is constructing a rare earth metal, alloy and magnet manufacturing facility in Fort Worth, Texas, where MP Materials anticipates manufacturing neodymium-iron-boron permanent magnets and its precursor products. The company aims to restore the full rare earth supply chain to the United States of America.

The Davis Polk corporate team included partner Michael Kaplan and associate Dana Sorbi. The equity derivatives team included partners Mark M. Mendez and Mark J. DiFiore and associates Danielle Forni, Lindsey B. Meyers-Perez, Ji Hwan Kim and Ari Spitzer. The tax team included partner Lucy W. Farr and associate Justin Corvino. All members of the Davis Polk team are based in the New York office.

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