Lordstown Motors, the electric truck startup that may or may not be a going concern for much longer, disclosed Monday that it had struck a deal with a hedge fund to buy up to $400 million in Lordstown stock over three years. The deal is to help Lordstown keep the lights on.
The deal with YA II PN Ltd — they name these things so that you’ll instantly forget they exist — was announced in a filing with the Securities and Exchange Commission. In the world of hedge funds, $400 million is both not nothing and not that much. I have to imagine that Lordstown is taking money where it can get it these days.
From the SEC filing:
YA has no right to require us to sell any shares of Class A common stock to YA, but YA is obligated to make purchases at our direction subject to certain conditions. There is no upper limit on the price per share that YA could be obligated to pay for the Class A common stock under the Purchase Agreement.
Actual sales of shares of Class A common stock to YA from time to time will depend on a variety of factors, including, among others, market conditions, the trading price of our Class A common stock and determinations by us as to the appropriate sources of funding for us and our operations. The net proceeds that we may receive under the Purchase Agreement cannot be determined at this time, since it will depend on the frequency and prices at which we sell shares of our Class A common stock to YA, our ability to meet the conditions of the Purchase Agreement and the other limitations, terms and conditions of the Purchase Agreement. The Company expects that any proceeds received by the Company from such sales to YA will be used for working capital and general corporate purposes.
In return, YA will get a small discount on the shares if it ever has to buy, or three percent, according to Bloomberg, and the deal is structured in such a way that Lordstown’s stock price would have to rise significantly for Lordstown to have access to the full $400 million.
Restrictions on the percentage of shares the company can sell suggest the most it could raise at its current stock price — a bit north of $7 — is about $260 million. Shares would have to rise close to $12 to get the full amount, [RBC Capital Markets LLC Analyst Joseph Spak] said.
“The negatives are the dilution, a seeming indication that a traditional underwritten deal is not an option right now,” wrote Spak, who rates the stock as underperform and estimates the company needs some $2.25 billion through 2025. “While this agreement helps, we believe it’s not nearly enough.”
Lordstown shares fell about 1% to $7.41 at 2:54 p.m. in New York and have plummeted about 63% this year.
According to Reuters, YA II PN Ltd is run by Yorkville Advisors, which says on its website that it “[makes] innovative structured debt and equity investments, offering an array of customized funding instruments,” which is a complicated way of saying that if you have to take money from them, you’re probably not doing so hot. You won’t be surprised to learn that Nikola, another electric truck startup that isn’t doing so hot did a similar deal last month with a different firm. Normal companies doing normal things.
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July 27, 2021 at 07:45PM
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