Fisker Ocean: World's Most Sustainable Vehicle Launch
$667.5M GREEN CONVERTIBLE NOTE OFFERING
✓ $667.5 mm convertible note offering, maturing 2026**
✓ 2.5% coupon, 30% base conversion premium
Stock Price Net Share Dilution
(mm shares)*
Dilution as % of
Outstanding Shares*
$20
0.0
0.0%
✓ 4th pre-revenue company to execute a convertible note (out of approx.
300 total issuances, 1/1/2020 through 8/17/2021). Fisker's is largest
such offering, 2nd lowest coupon, and highest effective conversion
premium, including capped call (Source: Factset)
$25
0.0
0.0%
$30
0.0
0.0%
Cap price of purchased cap call initially $32.57 per share, a premium of
approx. 115% above last reported sale price of Fisker Class A common
stock on August 12, 2021
$35
2.2
0.7%
$40
5.9
2.0%
$45
8.8
3.0%
No actual dilution below $32.57 stock price and limited dilution even in
high stock price scenarios if we settle the principal amount in cash, as
currently intended
$50
11.1
3.7%
* Assumes Fisker repays the principal amount in cash. Shows actual dilution and not GAAP
dilution. Under GAAP accounting, the capped call does not reduce dilution until settlement.
**Gross proceeds. Includes underwriter's exercised purchase of an additional $42.5M aggregate principal amount
of notes on August 25, 2021.
Copyright 2021 Fisker Inc. All rights reserved.
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