Intuitive Machines Announces Upsize and Pricing of Private Offering of $300 Million of Convertible Senior Notes Due 2030
HOUSTON, Aug. 13, 2025 (GLOBE NEWSWIRE) -- Intuitive Machines, Inc. (NASDAQ:LUNR) ("Intuitive Machines" or the "Company"), a leading space exploration, infrastructure, and services company, announced today the pricing of $300.0 million aggregate principal amount of 2.500% convertible senior notes due 2030 (the "Notes") in a private offering (the "Notes Offering") to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"). Intuitive Machines also granted the initial purchasers of the Notes in the Notes Offering an option to purchase, for settlement within a 13-day period beginning on, and including, the date on which the Notes are first issued, up to an additional $45.0 million aggregate principal amount of Notes. The aggregate principal amount of the offering was increased from the previously announced offering size of $250.0 million (or $287.5 million if the initial purchasers exercise their option to purchase additional notes in full). The Notes Offering is expected to close on August 18, 2025, subject to customary closing conditions.
Use of Proceeds:
Intuitive Machines estimates that the net proceeds from the Notes Offering will be approximately $291.8 million (or approximately $335.5 million if the initial purchasers' option to purchase additional Notes is exercised in full), after deducting the initial purchasers' discounts and commissions, but before giving effect to estimated offering expenses payable by the Company. Intuitive Machines intends to use approximately $32.0 million of the net proceeds from the Notes Offering to pay the cost of the capped call transactions described below. Intuitive Machines intends to use the remaining net proceeds from the Notes Offering for general corporate purposes, including operations, research and development and potential acquisitions. If the initial purchasers exercise their option to purchase additional Notes, Intuitive Machines expects to use a portion of the net proceeds from the sale of the additional Notes to enter into additional capped call transactions with the option counterparties (as defined below), with the remainder of the net proceeds to be used for general corporate purposes, including operations, research and development and potential acquisitions.
Additional Details of the Notes:
The Notes will be senior, unsecured obligations of Intuitive Machines. The Notes will accrue interest at an annual rate of 2.500%, payable semiannually in arrears on April 1 and October 1 of each year, beginning on April 1, 2026. The Notes will mature on October 1, 2030, unless earlier converted, redeemed or repurchased.
Prior to the close of business on the business day immediately preceding July 1, 2030, noteholders will have the right to convert their Notes only upon the satisfaction of specified conditions and during certain periods. On or after July 1, 2030, and until the close of business on the second scheduled trading day immediately preceding July 1, 2030, noteholders may convert their Notes at any time regardless of these conditions. The initial conversion rate will be 76.2631 shares of Intuitive Machines' Class A common stock per $1,000 principal amount of Notes (equivalent to an initial conversion price of approximately $13.1125 per share of Intuitive Machines' Class A common stock, which represents a premium of approximately 25.0% over the last reported sale price of $10.49 per share of Intuitive Machines' Class A common stock on the Nasdaq Global Market on August 13, 2025). The conversion rate and conversion price will be subject to adjustment upon the occurrence of certain events. In addition, upon certain corporate events or upon a notice of redemption (as described below), Intuitive Machines will, under certain circumstances, increase the conversion rate for Noteholders who convert ...
