The Firm represented the initial purchasers, led by J.P. Morgan Securities LLC, in connection with the Rule 144A/Regulation S offering (the “Offering”) by Rivian Holdings, LLC (“Holdings”), Rivian, LLC (“Rivian LLC”) and Rivian Automotive, LLC (“Rivian Automotive” and, together with Holdings and Rivian LLC, the “Co-Issuers”) of $1.25 billion aggregate principal amount of 10.000% Senior Secured Green Notes due 2031 (the “Notes”). Each of the Co-Issuers is a wholly owned subsidiary of Rivian Automotive, Inc. (“Rivian”).
The Offering was Rivian’s debut Rule 144A/Regulation S offering of high yield notes. The Offering was structured in consideration of Rivian’s recently announced loan agreement with the U.S. Department of Energy. In addition, the Notes are unrated, which is unusual in the high yield space.
Rivian expects to use the net proceeds from the Offering, together with cash on hand, to redeem in full the $1.25 billion aggregate principal amount of the Co-Issuers’ outstanding floating rate senior secured notes due 2026 and pay related fees and expenses.
Rivian is an American automotive manufacturer that develops and builds category-defining electric vehicles as well as software and services that address the entire lifecycle of the vehicle. Rivian creates innovative and technologically advanced products that are designed to excel at work and play with the goal of accelerating the global transition to zero-emission transportation and energy.
The Simpson Thacher team included David Azarkh, Evan Zuckerman, William Perrone, Cadina Mancini and Nicholas Fox (Capital Markets); Jessica Tuchinsky, Stephanie Rotter, Jackie Song and Jason Tsudik (Credit); Nicholas Baker, Jon Pall and Zachary Weiner (Collateral); Laura Gallo (ECEB); Tim Gallagher (Real Estate); Jonathan Cantor and Roberto Arza (Tax); Michael Isby (Environmental); Jeanne Annarumma (ERISA); Emily Holland and Chayla Sherrod (ESG); Marisa Geiger, Corina Holland, Paige Brinton and Chandler Gerard-Reimer (Intellectual Property); Abram Ellis and Christine Tillema (Regulatory); and Jennie Getsin (Blue Sky).