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ACDC

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Official announcement:

https://www.nasdaq.com/press-releas...oposed-125-billion-senior-secured-green-notes

Rivian Automotive, Inc. Announces Proposed $1.25 Billion Senior Secured Green Notes Offering to Refinance Outstanding Senior Secured Notes due 2026

Published
Jun 2, 2025 7:15am EDT

IRVINE, Calif.--(BUSINESS WIRE)-- Rivian Automotive, Inc. (Nasdaq: RIVN) (“Rivian”) today announced that Rivian Holdings, LLC (the “Company”), Rivian, LLC (“Rivian LLC”) and Rivian Automotive, LLC (“Rivian Automotive” and, together with the Company and Rivian LLC, the “Co-Issuers”) intend to offer, subject to market and other customary conditions, $1,250,000,000 aggregate principal amount of senior secured green notes due 2031 (the “notes”) in a private offering. Rivian expects to use the net proceeds from the offering of the notes, together with cash on hand, to redeem in full the $1,250,000,000 aggregate principal amount of the Co-Issuers’ outstanding floating rate senior secured notes due 2026 (the “2026 Notes”) and pay related fees and expenses. This press release does not constitute a notice of redemption with respect to the 2026 Notes.

The notes are expected to be guaranteed by each of the Company’s subsidiaries that also guarantee the Co-Issuers’ senior secured asset-based revolving credit facility (the “ABL Facility”). The notes and the guarantees are expected to be secured on a first-priority basis by substantially all assets of the Co-Issuers and the guarantors, other than ABL Priority Collateral (as defined below), if and when the previously announced loan facility with the Department of Energy is funded, on a first-priority basis by substantially all assets of Rivian New Horizon, LLC, and on a second-priority basis by the inventory, receivables, certain deposit accounts and certain related assets (which exclude intellectual property) which secure the ABL Facility on a first-priority basis (the “ABL Priority Collateral”), in each case subject to certain excluded assets and permitted liens.

The notes and the related guarantees are being offered only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), or to persons other than “U.S. persons” in compliance with Regulation S under the Securities Act. The notes and the related guarantees have not been and will not be registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

This press release does not constitute an offer to sell, or the solicitation of an offer to buy, securities, nor will there be any sale of securities, in any state or other jurisdiction in which such offer, sale or solicitation would be unlawful. Any offers of the notes will be made only by means of a private offering memorandum.
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Mark_AZR1T

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At least this gives them some breathing room, but the need to pledge assets clearly signals that unsecured debt wasn’t a viable option.
 

shamoo

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For someone who is not too knowledgeable about these things, I asked AI to summarize for me. Maybe this helps others too :p.
...
...
...
Rivian is planning to issue $1.25 billion in senior secured green notes—essentially a type of debt—to refinance existing debt that was set to mature in 2026. Instead of paying off that debt now, Rivian is pushing the due date to 2031, giving the company more financial flexibility.

For Rivian stockholders and owners, this move could mean:
  • Less short-term financial pressure: Rivian won’t have to worry about repaying the 2026 debt immediately, which could help stabilize operations.
  • Potential investor concerns: Some investors might see this as Rivian taking on more debt rather than paying it down, which could impact stock prices.
  • Commitment to sustainability: Since these are "green notes," the funds are likely tied to Rivian’s mission of advancing clean energy and electric vehicles.
Overall, this is a strategic financial decision that could help Rivian manage its cash flow better, but it also signals that the company is still relying on debt to fund its operations. Investors will likely watch closely to see how this impacts Rivian’s long-term growth.
 

savethemanual

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Can't wait to read all the doom and gloom headlines in the media from this move :D
 

mkg3

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Can't wait to read all the doom and gloom headlines in the media from this move :D
I don't think there will be any. Many companies do this type of transaction all the time for lots of different reasons.

In the case of Rvian, they didn't want to have to payoff the existing debt during the ramp up period of R2 production where cashflow will be the most important thing to keep the company alive.

Stock price is down today and has been downward trajectory for the last 10 days or so but it's not due to this. Its more likely that its option trades unwinding and the ebbs and flows of the market.
 

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UnsungZero_OldTimeAdMan

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Can't wait to read all the doom and gloom headlines in the media from this move :D
Oh there certain were/are plenty on reddit. As if no relatively healthy corporation has ever tried to raise funds through bonds or managed debt through refinancing. The big three has done it many times and no one bats an eye. Yet when a new company like Rivian does, it's "the four horsemen commeth". And, most people mistake/misjudge practices in corporate financing to that of personal.
 
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DuoRivians

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A lot depends on the interest rate for the refinancing, which hasn’t been announced yet
 

Mark_AZR1T

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Man, what a nightmare—I’m really sorry you had to go through that. I don't even know what to say. At least there was a small silver lining… getting to roll past Glamis in the Dune Edition ;). Still, not the kind of adventure anyone wants.
 

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mkg3

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Rivian will refinance the debt when the interest rate drops. It probably will not mature at the 10%.
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