Goodwin’s Capital Markets team advised Rocket Lab USA, Inc. (“Rocket Lab”) on its Rule 144A offering of 4.250% convertible senior notes due 2029. The $355.0 million offering was upsized from $275.0 million and includes the full exercise of the initial purchasers’ option to purchase $55.0 million in additional notes. The initial conversion price of the notes features a premium of approximately 27.5% up from the reference price of $4.02 per share. In connection with the offering, Rocket Lab and certain investment bank dealers entered into capped call transactions, which mitigate equity dilution and/or offset payments due upon conversion of the notes and effectively raise the conversion price of the notes to $8.04 per share, a 100% premium over the reference price.

Rocket Lab is a global leader in launch and space systems. Rocket Lab’s Electron launch vehicle is the second most frequently launched U.S. rocket annually and has delivered more than 176 satellites to orbit for commercial and Government partners, including NASA, the U.S. Air Force, DARPA and the NRO.

Goodwin’s product team consisted of Jim Barri, John Servidio, Kim De Glossop and Patrick Wilson. The corporate team consisted of Stuart Ogg, Sne Sadhu and Rylee Sherouse. Daniel Karelitz and Garrett Gaughan provided tax advice.

For more information, please see Rocket Lab’s pricing press release for the offering.