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SUBSEQUENT EVENTS
 9 Months Ended
Sep. 30, 2021
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS SUBSEQUENT EVENTS
2026 Notes

On October 8, 2021, the Company issued $1,250 million aggregate principal amount of senior secured floating rate notes due 2026 (the “2026 Notes”) to new and existing investors of the Company, including certain funds and accounts advised by T. Rowe Price, a principal owner of the Company, with an aggregate $285 million principal amount. Proceeds received, net of a $25 million original issue discount, may be used for general corporate purposes. The 2026 Notes mature five years from the date of issuance. The 2026 Notes bear interest at (x) LIBOR, subject to a 1.00% floor, plus (y) 6.00% per annum, subject to downward adjustment upon certain events, including an IPO. Upon the Company’s IPO, the interest rate on the 2026 Notes was adjusted downward to 5.63%. Interest on the 2026 Notes is paid in cash semi-annually in arrears on October 15 and April 15 of each year. The Company has the option to redeem the notes at any time at 100% of the principal amount of the 2026 Notes, plus any applicable premium. The 2026 Notes contain a number of customary covenants similar to the covenants under the ABL Facility (refer to Note 6 “Debt”) and a minimum liquidity covenant. The 2026 Notes are secured by a second priority security interest in the same assets in which the ABL Facility has a first priority security interest and are guaranteed by certain subsidiaries of the Company. In connection with the issuance of the 2026 Notes, in October 2021, the Company deposited cash into an account under the dominion and control of the administrative agent under the ABL Facility. All such cash will be used to repay outstanding borrowings under the ABL Facility if certain specified events of default occur. The account balance, which was $275 million as of December 15, 2021, will be presented in “Other assets” on the Company’s Condensed Consolidated Balance Sheets.

Stock Options Modified

During October 2021, the Company modified the service based vesting terms of approximately 6 million stock options. As the modified options contain a performance condition that is satisfied upon a Change of Control, the fair value of the options were remeasured on the date of modification, which resulted in an increase in unrecognized stock-based compensation cost of approximately $265 million.




Initial Public Offering
On November 15, 2021, the Company completed its IPO of 175,950,000 shares of Class A common stock at a price of $78.00 per share, which includes the exercise in full by the underwriters of their option to purchase from the Company an additional 22,950,000 shares of the Company’s Class A common stock. The net proceeds to the Company from the IPO, after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company, were $13,539 million. Upon the close of the IPO, (i) all of the Company’s outstanding shares of common stock converted into an equal number of shares of Class A common stock, (ii) 7,825,000 shares of Class A common stock held by an affiliate of the Company’s Chief Executive Officer were exchanged for an equivalent number of shares of Class B common stock, (iii) all outstanding shares of contingently redeemable convertible preferred stock converted into an aggregate 575,864,510 shares of Class A common stock, (iv) a warrant outstanding for the purchase of 3,723,050 shares of Series C contingently redeemable convertible preferred stock, with an exercise price of $9.09 per share, converted to a warrant to purchase an equivalent number of shares of Class A common stock, (v) outstanding warrants to purchase 250,000 shares of Class A common stock, with a weighted-average exercise price of $5.66 per share, terminated unexercised, and (vi) the 2021 Convertible Notes converted into 37,707,390 shares of Class A common stock at a conversion price equal to $66.30 per share (the foregoing clauses (i) through (v) referred to collectively as the “Transactions”).

The Company’s 2021 Incentive Award Plan became effective on the date immediately prior to the date the Company’s registration statement was filed in connection with the IPO and will govern the terms of stock options and RSUs granted after the IPO. As the performance based vesting conditions for stock options and RSUs granted under the 2015 Stock Plan were satisfied upon the IPO, the Company expects to recognize stock-based compensation expense of $370 million, representing the proportion of the requisite service period for stock options and RSUs that was elapsed as of the IPO, during the fourth quarter of 2021. The unrecognized compensation expense remaining after the IPO for stock options and RSUs granted under the 2015 Stock Plan will be recognized ratably as the remaining requisite service period passes.

In October 2021, the Company approved the funding of Forever by Rivian, Inc., the Company’s social welfare organization. As a result, the Company donated 8,244,312 shares of Class A common stock to Forever by Rivian, Inc. upon the close of the IPO. The Company expects to recognize an expense in the amount of approximately $643 million for this donation in the fourth quarter of 2021.

2021 Convertible Notes

As a result of the IPO, the 2021 Convertible Notes were automatically converted into shares of Class A common stock, as noted in the Initial Public Offering section above.

2021 ESPP

In November 2021, the Company adopted the 2021 Employee Stock Purchase Plan (“2021 ESPP”). The 2021 ESPP is designed to allow eligible employees to purchase shares of Class A common stock at a 15% discount, at periodic intervals, with their accumulated payroll deductions. The maximum number of shares of Class A common stock which will be authorized for sale under the 2021 ESPP is equal to the sum of (i) 22,197,528 shares of Class A common stock and (ii) an annual increase on the first day of each year beginning on January 1, 2022 and ending on January 1, 2031, equal to the lesser of (A) 1% of the aggregate number of shares of all classes of our common stock outstanding on the last day of the immediately preceding year and (B) such smaller number of shares of Class A common stock as determined by the Company’s board of directors; provided, however, that no more than 185,000,000 shares of our Class A common stock may be issued under the 2021 ESPP. The shares reserved for issuance under the 2021 ESPP may be authorized but unissued shares or reacquired shares.