Nikola Announces $200 Million Convertible Senior Notes Financial investment

PHOENIX. May well 2, 2022 — Nikola Company (NASDAQ: NKLA) (“Nikola”, or the “Company”), a world chief in zero-emissions transportation and electrical power infrastructure remedies, currently introduced that an institutional investor has agreed to make a $200 million investment decision in Nikola by way of the acquire of Convertible Senior Notes.

Funds advised by Antara Funds LP have agreed to order $200 million combination amount of money of 8.00% / 11.00% Convertible Senior Notes thanks 2026 (the “Notes”). The Notes will bear curiosity at a amount of 8.00% if paid in funds, or at a fee of 11.00% via the issuance of added Notes, at the Company’s election.

The Notes will be convertible at an original conversion price to be determined prior to closing. The preliminary conversion price will stand for a 30% high quality to the lessen of Nikola’s volume-weighted common selling price about a pre-identified time time period concerning this announcement and closing of the Notes and the closing rate of Nikola’s typical inventory on the very last buying and selling day prior to the date of this announcement, but will not be decrease than 110% of such closing cost. On conversion Nikola will have the correct to settle the Notes in dollars, shares, or any mixture thereof at its election. The Notes will mature on May well 31, 2026, until redeemed, repurchased, or transformed prior to this kind of day.

“We are very happy to announce the financial commitment in Nikola Convertible Senior Notes, which is a testimonial to the Company’s current achievements of acquiring accomplished equally operational and strategic milestones. These contain shipment of our first serial production battery-electric powered (BEV) vans to dealers for consumer supply and the begin of fuel mobile electrical (FCEV) truck pilot screening with decide on buyers, as perfectly as the ongoing growth of our strategic associate community,” stated Nikola CEO Mark Russell. “We imagine that Nikola is at an inflection place as we see our purchaser momentum accelerating which necessitates scaling of our functions and investments in the hydrogen infrastructure establish-out.”

Nikola intends to use the internet proceeds from the sale of the Notes alongside with its other liquidity sources for company expansion in the form of scaling truck producing and tooling setup, accelerating the progress of its hydrogen infrastructure, as very well as for basic corporate needs.

Nikola CFO Kim Brady commented on the arrangement: “Including the $200 million investment decision we declared today, Nikola would have experienced a complete money and liquidity position of somewhere around $1. billion as of March 31, 2022, which we intend to deploy to fund our development ideas. The investment is the subsequent step in solidifying our liquidity position at attractive conditions. At the similar time, we are strengthening our long-time period, institutional trader foundation across the cash construction, which is reflective of Nikola’s evolving maturity and raising attractiveness to investors.”

Extra data pertaining to this announcement could be uncovered in a Variety 8-K that will be submitted with the U.S. Securities and Trade Commission (the “SEC”).

Citigroup Global Marketplaces Inc. acted as sole economical advisor to Nikola on the transaction, and Pillsbury Winthrop Shaw Pittman LLP served as authorized advisor.

Davis Polk & Wardwell LLP served as lawful advisor to Citigroup Global Marketplaces Inc.

The Notes and any shares of widespread stock issuable on conversion of the Notes have not been registered below the Securities Act of 1933, as amended, or any condition securities rules and might not be offered or marketed in the United States absent registration or an relevant exemption from these registration demands. The investment agreement contemplates that the Notes will be transferrable to competent institutional prospective buyers pursuant to Rule 144A beneath the Securities Act. Nikola has agreed to file a registration assertion with the SEC as soon as moderately practicable just after the closing, registering the resale of the shares of common stock issuable upon the conversion of the Notes.

This announcement is neither an offer you to market nor a solicitation of an present to buy any of these securities (such as the shares of Nikola frequent inventory, if any, into which the Notes are convertible) and shall not constitute an supply, solicitation, or sale in any jurisdiction in which such offer you, solicitation or sale is illegal.

ABOUT NIKOLA Corporation

Nikola Corporation is globally reworking the transportation field. As a designer and company of zero-emission battery-electric powered and hydrogen-electric powered vehicles, electrical automobile drivetrains, vehicle parts, electrical power storage systems, and hydrogen station infrastructure, Nikola is pushed to revolutionize the economic and environmental effect of commerce as we know it nowadays. Started in 2015, Nikola Corporation is headquartered in Phoenix, Arizona. For extra data, stop by or Twitter @nikolamotor.

Ahead On the lookout STATEMENTS OF NIKOLA Company

This push release consists of certain ahead-on the lookout statements within just the this means of federal securities legislation with regard to the Corporation, which includes statements relating to the closing of the expense, the expected use of web proceeds from the financial investment and any envisioned benefits to the Corporation from the software of these types of proceeds, the Company’s belief that it is at an inflection issue and no matter whether the financial commitment will aid fund the Company’s progress and execution against its stated system into 2023. These ahead-looking statements usually are identified by terms this kind of as “believe that,” “undertaking,” “expect,” “foresee,” “estimate,” “intend,” “system,” “potential,” “chance,” “prepare,” “may possibly,” “must,” “will,” “would,” and very similar expressions. Ahead-wanting statements are predictions, projections and other statements about upcoming occasions that are centered on latest expectations and assumptions and, as a end result, are topic to challenges and uncertainties. Quite a few factors could trigger actual foreseeable future functions to differ materially from the forward-on the lookout statements in this press launch, such as but not constrained to hazards associated to whether the Business will be in a position to satisfy the disorders demanded to close the sale of the Notes the point that the Company’s management will have broad discretion in the use of the net proceeds from any sale of the Notes and pitfalls and uncertainties linked that use of proceeds the likely affect of current market and other general economic ailments structure and manufacturing changes and delays typical economic, monetary, authorized, regulatory, political and company conditions and variations in domestic and foreign markets the potential effects of COVID-19 the outcome of lawful, regulatory and judicial proceedings to which the Business is, or may develop into a party demand from customers for and consumer acceptance of the Company’s vans pitfalls affiliated with improvement and testing of gasoline-cell electrical power modules and hydrogen storage devices dangers related to the rollout of the Company’s enterprise and the timing of anticipated enterprise milestones the results of level of competition on the Company’s potential organization the availability of funds and the factors, pitfalls and uncertainties relating to the Firm’s organization explained in the “Threat Elements” area of the Company’s once-a-year report on Type 10-K for the 12 months ended December 31, 2021 filed with the SEC, as amended, in addition to the Company’s subsequent filings with the SEC. These filings discover and tackle other important pitfalls and uncertainties that could cause the Firm’s true functions and outcomes to differ materially from individuals contained in the ahead-searching statements. Forward-hunting statements converse only as of the date they are made. Viewers are cautioned not to put undue reliance on forward-wanting statements, and, except as necessary by legislation, the Company assumes no obligation and does not intend to update or revise these forward-seeking statements, no matter whether as a end result of new information, future functions, or in any other case.


Nicole Rose

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Colleen Robar

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