5E Advanced Materials has completed its acquisition of substantially all of the operating assets of Searles Valley Minerals through a court-supervised sale process under Section 363 of the US Bankruptcy Code.
The transaction closed on October 1 and was announced on October 2. Consideration comprised approximately $3.4 million in cash, 8.3 million shares of 5E common stock and an approximately $6.2 million senior unsecured promissory note issued by 5E SVM, alongside the assumption of specified liabilities subject to certain limitations.
The acquired assets include critical-mineral production facilities, brine resources and related infrastructure in San Bernardino County, California. Searles Valley has more than 150 years of production history and operates processing, infrastructure and logistics assets in Trona.
The acquisition gives 5E an operating boron and critical-minerals business alongside its existing Fort Cady Boron Project. Combining Searles Valley’s producing assets with Fort Cady also shifts 5E from a development-stage company into a revenue-generating US producer.
The Section 363 structure allowed 5E to acquire the operating assets free and clear of certain specified liabilities of the debtors. The transaction also involved environmental, regulatory and infrastructure matters, including ongoing compliance obligations, the transfer of a short-line railroad, water rights and a multi-thousand-acre mineral property.
Buyer / Parties: 5E Advanced Materials Inc. / 5E SVM LLC
Target: Substantially all operating assets of Searles Valley Minerals
Sector: Critical minerals / boron / industrial materials
Deal type: Section 363 asset acquisition
Value: Approximately $3.4 million cash, 8.3 million 5E shares, an approximately $6.2 million senior unsecured promissory note and specified assumed liabilities
Geography: United States
Identified advisers: 8
The acquisition adds producing critical-mineral assets, processing infrastructure and logistics capabilities to 5E’s existing Fort Cady project. Bringing the two operations together gives 5E an operating US boron business alongside its development assets and establishes a larger Southern California platform spanning existing production and longer-term development.
5E Advanced Materials: Province LLC and RBC Capital Markets acted as financial advisers. Latham & Watkins and Hunton Andrews Kurth acted as legal counsel.
Searles Valley Minerals / debtor side: Ankura Consulting Group and Lazard acted as financial advisers. Skadden Arps Slate Meagher & Flom and Pachulski Stang Ziehl & Jones acted as legal counsel.
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