Sidley is representing MP Materials in its merger with Fortress Value Acquisition Corp. (NYSE: FVAC), a special purpose acquisition company sponsored by an affiliate of Fortress Investment Group LLC in a transaction valued at US$1 billion. The combined company, named MP Materials Corp., will have an estimated post-transaction equity value of approximately US$1.5 billion, and remain NYSE-listed under the new ticker symbol “MP.” MP Materials is the owner and operator of Mountain Pass, the only rare earth mining and processing site of scale in North America, and one of the richest deposits in the world. Rare earth materials are used in electric cars, wind turbines, defense systems, and other critical technologies. Once a global leader in rare earth production, the United States has been substantially surpassed by China. MP Materials currently produces a rare earth concentrate product comprising approximately 15% of global production. The company aims to restore full rare earth supply chain capacity to the United States.
The deal is being led by partners Jeffrey Smith (M&A), Michael Heinz (Capital Markets), and Ayaz Shaikh (Energy and Infrastructure), and includes partners Daniel O’Shea (Capital Markets), Suresh Advani (Tax), Bridget O’Neill (Tax), and James Mendenhall (Global Arbitration, Trade, and Advocacy), as well as counsel Dirk Andringa (M&A), and associates Kristopher Kirkwood (Energy and Infrastructure), Jack Melamed (M&A), Matthew Finkelstein (Capital Markets), and Sean Winker (Capital Markets). The deal team also included partners Tony Aiello (Real Estate), Jim Lowe (Antitrust), Corey Perry (Employee Benefits), and Katherine Roberts (Labor, Employment and Immigration), counsels Maureen Crough (Environmental) and Anne Sutton (Technology and IP Transactions), and associates Miriam Carroll (Antitrust), Xenia Chiu (M&A), Katherine Funkhouser (Tax), Alexandra Peterson (Employee Benefits), and Israel Pollack (Real Estate).
Sidley had previously advised MP Materials in its acquisition of the mining assets out of bankruptcy and settlement of all associated claims in a complex and multi-faceted set of transactions in 2016-2017 led by partners Ayaz Shaikh (Energy and Infrastructure), Matthew Clemente (Restructuring), Adam Snyder (M&A), Suresh Advani (Tax), and James Mendenhall (Global Arbitration, Trade, and Advocacy), and associates Kristopher Kirkwood (Energy and Infrastructure) and Jackson Garvey (Restructuring), as well as in ongoing commercial and financing matters since that initial acquisition.