PureCycle Technologies, Inc. ("PureCycle" or "we," "our" or "us") (NASDAQ:PCT) today announced that it has commenced underwritten public offerings of $250.0 million aggregate principal amount of its convertible senior notes due 2032 (the "notes" and such offering, the "Notes Offering") and, concurrently, $145.0 million of shares of its common stock, par value $0.001 per share (the "common stock"; such offering, the "Common Stock Offering" and, together with the Notes Offering, the "Offerings").

In addition, PureCycle intends to grant (i) the underwriters in the Notes Offering a 30-day option to purchase up to an additional $37.5 million aggregate principal amount of notes, solely to cover over-allotments, and (ii) the underwriters in the Common Stock Offering a 30-day option to purchase up to an additional $18.75 million of shares of common stock.

The notes will be general unsecured obligations of PureCycle and will accrue interest payable semiannually in arrears. The interest rate, conversion rate and other terms of the notes to be issued in the Notes Offering will be determined at the time of pricing of the Notes Offering.

PureCycle expects to use the net proceeds from the Notes Offering, together with the net proceeds from the Common Stock Offering, in each case, if consummated, (i) to pay the cost of repurchasing for cash a portion of PureCycle's outstanding 7.25% green convertible notes due 2030 (the "Green Convertible Notes") in privately negotiated transactions (the "Note Repurchase Transactions"), (ii) to repurchase additional Green Convertible Notes from time to time, and (iii) for working capital and other general corporate purposes.

Morgan Stanley is acting as sole bookrunner for each of the proposed Offerings.