Livent Corporation (NYSE: LTHM) today announced its intention to offer, subject to market conditions and other factors, $225 million aggregate principal amount of Convertible Senior Notes due 2025 in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. Livent also expects to grant the initial purchasers of the Green Notes a 13-day option to purchase up to an additional $33.75 million aggregate principal amount of the Green Notes.

The Green Notes will be senior, unsecured obligations of Livent, and interest will be payable semi-annually in arrears. The Green Notes will be convertible into cash, shares of Livent's common stock, or a combination thereof, at Livent's election. The interest rate, conversion rate and other terms of the Green Notes are to be determined upon pricing of the Offering.

Livent expects to use the net proceeds from the Offering to refinance existing "eligible green projects," designed to align with the provisions of the International Capital Market Association Green Bond Principles 2018, by repaying amounts outstanding under its revolving credit facility. Livent intends to allocate any remaining net proceeds from the Offering to eligible green projects within two years of the date of issuance of the Green Notes. Certain of the initial purchasers and/or their affiliates are lenders or agents under the revolving credit facility and therefore will receive a portion of the net proceeds of the Offering.

The Green Notes will only be offered by Livent to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act. Neither the Green Notes nor the shares of Livent's common stock issuable upon conversion of the Green Notes, if any, have been registered under the Securities Act or the securities laws of any other jurisdiction, and unless so registered, the Green Notes and such shares, if any, may not be offered or sold in the United States except pursuant to an applicable exemption from such registration requirements.

This announcement is neither an offer to sell nor a solicitation of an offer to purchase the Green Notes or the shares of Livent's common stock issuable upon conversion of the Green Notes and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.