Space Exploration Technologies Corp completed a $25 billion debt raise through five tranches of senior unsecured notes, the company disclosed in a Form 8-K filed with the U.S. Securities and Exchange Commission on Friday.
The note sale, which SpaceX initiated on June 22, spans a set of maturities the filing describes as covering a range from 5 to 30 years. The largest single tranche consists of $7 billion of notes carrying a 5.35% coupon and maturing in 2031.
Two additional tranches each total $6 billion and carry coupons of 5.65% and 5.875%, with stated maturity dates in 2033 and 2036, respectively. The offering also includes a $2.5 billion tranche of 6.60% notes due 2046 and a $3.5 billion tranche of 6.65% notes due 2056.
Interest on all five tranches will be paid semiannually on January 15 and July 15, with the first payments scheduled for January 15, 2027. The Bank of New York Mellon Trust Company is named as trustee under the indenture agreement governing the notes.
The capital raise was executed as a private placement, targeting qualified institutional buyers under Rule 144A and non-U.S. investors under Regulation S. A syndicate of initial purchasers was led by BofA Securities, Citigroup Global Markets, Goldman Sachs, J.P. Morgan Securities, and Morgan Stanley, the filing says.
As part of the transaction, SpaceX entered into a registration rights agreement. Under that agreement the company committed to exchange the privately placed notes for publicly registered notes within 540 days of the closing date.
Market reaction to the disclosure was muted but negative: SpaceX's stock declined 0.5% in after-hours trading on Friday following the filing. The filing noted that the stock had fallen 17% over the course of the week after a sharp rise in its first week as a public company.
Contextual takeaway
While the filing focuses on the mechanics of the debt issuance and the registration commitment, the details most relevant to investors are the size and structure of the offering, the timing of interest payments, and the requirement to register the notes within a defined window. The underwriting group and the use of Rule 144A and Regulation S indicate the deal was aimed at institutional and non-U.S. buyers in the initial placement.