0001801368
FALSE
MP Materials Corp. / DE
0001801368
2024-09-03
2024-09-03
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
September 3, 2024
MP MATERIALS CORP.
(Exact name of registrant as specified in its charter)
Delaware 001-39277 84-4465489
(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)
1700 S. Pavilion Center Drive, Suite 800
Las Vegas
,
Nevada
89135
(Address of principal executive offices and Zip Code)
(
702
)
844-6111
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, par value of $0.0001 per share MP New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule
12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has
elected not to use the extended transition period for complying with any new
or revised financial accounting standards provided pursuant to Section 13(a)
of the Exchange Act.
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Item 8.01 Other Events.
On September 3, 2024, MP Materials Corp., a Delaware corporation (the
"Company"), issued a press release announcing that its Board of Directors
approved a $300 million increase to the Company's existing share repurchase
program, bringing the total authorized amount to $600 million. The share
repurchase program has also been extended and is now effective until August
30, 2026. A copy of the press release is attached as
Exhibit 99.1
to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are filed as part of this Current Report on Form 8-K:
Exhibit Number Description
99.1 Press release dated September 3, 2024.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
2
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: September 3, 2024 MP MATERIALS CORP.
By: /s/ Elliot D. Hoops
Elliot D. Hoops
General Counsel and Secretary
3
Exhibit 99.1
MP Materials Announces Increase to its Share Repurchase Program
LAS VEGAS, NV - September 3, 2024
- MP Materials Corp. (NYSE: MP) ("MP Materials" or the "Company") today
announced that its Board of Directors has approved a $300 million increase to
the Company's existing share repurchase program, bringing the total authorized
amount to $600 million. The share repurchase program has also been extended
and is now effective until August 30, 2026.
Subsequent to the most recent earnings announcement on August 1, 2024, MP
Materials repurchased 1.4% of the Company, or approximately 2.2 million
shares, at an average price of $10.84. Together with repurchases made in
March, MP Materials has now repurchased approximately 8.6% of the Company's
shares of common stock for a total of $225.1 million in 2024.
"We remain very confident in the long-term value of our assets and the MP
platform," said James Litinsky, Founder, Chairman, and CEO of MP Materials.
"As we have consistently stated, subject to continuing to maintain a fortress
balance sheet, we expect to be opportunistic in our approach to capital
allocation to create value for shareholders."
MP Materials may purchase shares from time to time at the discretion of
management through open market purchases, privately negotiated transactions,
block trades, accelerated or other structured share repurchase programs, or
other means.
The manner, timing, pricing and amount of any transactions will be subject to
the discretion of MP Materials and may be based upon market conditions,
regulatory requirements and alternative opportunities that MP Materials may
have for the use or investment of its capital.
About MP Materials
MP Materials (NYSE: MP) produces specialty materials that are vital inputs for
electrification and other advanced technologies. MP's Mountain Pass facility
is America's only scaled rare earth production source. The Company is
currently expanding its manufacturing operations downstream to provide a full
supply chain solution from materials to magnetics. More information is
available at https://mpmaterials.com/.
Join the MP Materials community on X, YouTube, Instagram and LinkedIn.
We routinely post important information on our website, including corporate
and investor presentations and financial information. We intend to use our
website as a means of disclosing material, non-public information and for
complying with our disclosure obligations under Regulation FD. Such
disclosures will be included in the Investors section of our website.
Accordingly, investors should monitor such portion of our website, in addition
to following our press releases, Securities and Exchange Commission filings
and public conference calls and webcasts.
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Forward-Looking Statements
Certain statements included in this press release that are not historical
facts are forward-looking statements under Section 27A of the Securities Act
of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as
amended. Forward-looking statements may be identified by the use of the words
such as "estimate," "plan," "shall," "may," "project," "forecast," "intend,"
"expect," "anticipate," "believe," "seek," "target," or similar expressions
that predict or indicate future events or trends or that are not statements of
historical matters. These forward-looking statements include, but are not
limited to, expectations regarding the share repurchase program and the
ability of the Company to complete the share repurchase program within the two
year time period. These statements are based on various assumptions, whether
or not identified in this press release, and on the current expectations of
our management and are not predictions of actual performance. These
forward-looking statements are provided for illustrative purposes only and are
not intended to serve as, and must not be relied on by any investor as, a
guarantee, an assurance, a prediction or a definitive statement of fact or
probability. Actual events and circumstances are difficult or impossible to
predict and will differ from assumptions. Many actual events and circumstances
are beyond the control of MP Materials. These forward-looking statements are
subject to a number of risks and uncertainties, including, without limitation,
the Company's ability to execute the contemplated share repurchase program on
attractive terms, the anticipated timing or at all; and those risks and
uncertainties discussed in MP Materials' Annual Report on Form 10-K filed on
February 28, 2024, under the heading "Risk Factors" and other documents filed
by MP Materials with the SEC. If any of these risks materialize or our
assumptions prove incorrect, actual results could differ materially from the
results implied by these forward-looking statements. There may be additional
risks that MP Materials does not presently know or that MP Materials currently
believes are immaterial that could also cause actual results to differ from
those contained in the forward-looking statements. In addition, forward-looking
statements reflect MP Materials' expectations, plans or forecasts of future
events and views as of the date of this press release. MP Materials
anticipates that subsequent events and developments will cause MP Materials'
assessments to change. However, while MP Materials may elect to update these
forward looking statements at some point in the future, MP Materials
specifically disclaims any obligation to do so, unless required by applicable
law. These forward-looking statements should not be relied upon as
representing MP Materials' assessments as of any date subsequent to the date
of this press release. Accordingly, undue reliance should not be placed upon
the forward-looking statements.
Investors:
Martin Sheehan
IR@mpmaterials.com
Media:
Matt Sloustcher
media@mpmaterials.com
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