Latham Represents 5E Advanced Materials, Inc. in Completed Acquisition of Searles Valley Minerals
5E Advanced Materials, Inc. (5E or the Company) (Nasdaq: FEAM) has announced the completion of its previously announced acquisition of the assets and operations of Searles Valley Minerals through a court-supervised sale process under Section 363 of the US Bankruptcy Code. The closing marks a transformational milestone, transitioning the Company from a pre-revenue developer to a revenue-generating US producer of boron and critical industrial minerals.
The acquisition is structured under Section 363 to acquire the operating assets free and clear of certain specified liabilities of the Debtors, positioning the business for a clean restart under new ownership. The assets to be acquired include critical mineral production facilities, brine resources, and related infrastructure in San Bernardino County, California. The aggregate consideration for the acquisition consists of approximately US$3.4 million in cash, 8,300,000 shares of the Company's common stock, and an approximately US$6.2 million senior unsecured promissory note from 5E SVM. 5E SVM will also assume specified liabilities, subject to certain limitations. The transaction required a multidisciplinary Latham team to resolve an unusually dense set of issues on a compressed timeline, including a contested dispute with the California Air Resources Board over whether cap-and-invest compliance obligations survive a Section 363 sale, assumption of ongoing environmental compliance obligations, Surface Transportation Board authorization for the transfer of a short-line railroad, water rights, and a multi-thousand-acre mineral property, bridge financing provided by the non-debtor ultimate parent company of the Debtors, antitrust clearance, and the equity and disclosure requirements applicable to a Nasdaq-listed issuer.
Latham & Watkins LLP represented 5E in the transaction with a corporate and restructuring team led by counsel Ben Kaplan and partners George Klidonas, Daniel Mun, Marcus Lee, and Drew Capurro, with associates Angeline Hwang, Yihsin Wang, Alexander Overton,* and Esteban Woo Kee. Advice was also provided on finance matters by partner Nicole Fanjul, with associates Daniel Ovadia and Youn Song; on project development and finance matters by partner Owain Davies; on labor and employment matters by partner Nineveh Alkhas, with associates Jenny Bobbitt and Alexis Pinzon; on compensation and benefits matters by counsel Sara Schlau, with associate Genie Yae; on intellectual property matters by partner Jessica Cohen, with associate Susana Santos; on data privacy and cybersecurity matters by counsel Jennifer Howes with associate Sarah Zahedi; on public company and securities matters by partner Ellen Smiley, with associates Gregory Van Buiten, Caitlin Nguyen, Sarah Greene, and Olivia Wagner; on tax matters by partner Bryant Lee, with associate Lucas Migliano; on real estate matters by partner Justin Elliott and counsel Karen Ritter; on environment, land, and resources matters by partner JP Brisson, with associate Matthew Green; and on antitrust matters by partners Katherine Rocco and Philipp Studt, with counsel Jamie Sadler and associate Carla Palma.
*Admitted to practice in Ontario only.