SEARLES VALLEY MINERALS ANNOUNCES DEFINITIVE ASSET PURCHASE AGREEMENT WITH 5E ADVANCED MATERIALS

5E Advanced Materials will use cash, stock and a note, plus bridge financing, to buy Searles Valley Minerals assets via a Section 363 sale.

Rhea-AI Summary

5E Advanced Materials (FEAM) agreed to acquire substantially all operating assets of Searles Valley Minerals through a court-supervised Section 363 bankruptcy sale, with approval sought on September 15, 2026.

5E will purchase production facilities at the Westend and Argus plants, about 9,000 acres of Searles Lake brine resources, the Trona Railway short-line railroad, potable water production and distribution facilities, and related permits, licenses, and operating assets in several California counties. Total consideration consists of $3,357,906 in cash, 8,300,000 FEAM common shares, and a $6,220,000 senior unsecured note. 5E has also secured $10 million in bridge financing from its ultimate parent company to fund the acquisition and provide working capital. Closing is expected in October 2026, subject to Bankruptcy Court approval and customary closing conditions, including required Surface Transportation Board authorization for the railroad assets.

Positive

• Asset purchase consideration includes $3,357,906 cash, stock and a note
• 8,300,000 new FEAM shares used as acquisition currency
• Additional $6,220,000 senior unsecured note extends non-cash consideration
• Bridge financing of $10 million obtained to fund closing

Negative

• Issuance of 8,300,000 new FEAM shares implies shareholder dilution
• Closing contingent on Bankruptcy Court approval and other regulatory conditions

News Explained

The definitive agreement is not yet closed: if completed, FEAM would issue 8,300,000 common shares, increasing total shares and reducing existing holders’ percentage ownership absent offsetting changes.

Key Figures

Cash consideration: $3,357,906 Stock consideration: 8,300,000 shares Senior unsecured note: $6,220,000 +4 more

Cash consideration

$3,357,906

Section 363 asset purchase agreement

Stock consideration

8,300,000 shares

5E common stock issued to sellers

Senior unsecured note

$6,220,000

Section 363 asset purchase agreement

Bridge financing

$10 million

Acquisition funding and working capital

Brine resources

Approximately 9,000 acres

Searles Lake assets to be acquired

Expected closing

October 2026

Subject to Bankruptcy Court and customary approvals

Approval hearing

September 15, 2026

United States Bankruptcy Court for the District of Delaware

Key Terms

section 363, asset purchase agreement, senior unsecured note, bridge financing, +1 more

5 terms

section 363 regulatory

"sale of substantially all of their operating assets pursuant to Section 363"

A Section 363 sale is a court‑supervised process under U.S. bankruptcy law that lets a company sell assets quickly, often through an auction, with the court approving the buyer and terms. For investors, it matters because assets can change hands free of most prior claims or liabilities, which can speed recoveries, alter how much creditors receive, and affect the value or ownership prospects of related securities—think of a court‑approved auction of a store’s cash registers and inventory that removes old debts tied to them.

asset purchase agreement financial

"negotiated a definitive Asset Purchase Agreement with 5E Advanced Materials"

An asset purchase agreement is a legal contract in which a buyer agrees to buy specific assets and contracts of a business rather than buying the company’s stock or ownership. It matters to investors because it determines exactly what is being bought and what liabilities stay behind — like buying the furniture and equipment from a store but not the building or past debts — which affects the deal’s value, taxes and future risk exposure.

senior unsecured note financial

"and a $6,220,000 senior unsecured note"

A senior unsecured note is a debt obligation issued by a company that has repayment priority over subordinated debt but is not backed by specific collateral. In a bankruptcy or restructuring the holders stand ahead of junior creditors for repayment but behind secured lenders; because repayment depends on the issuer’s general credit rather than pledged assets, investors judge these notes by the issuer’s financial strength and expected recovery prospects, like being early in line but without a reserved seat.

bridge financing financial

"5E has secured $10 million in bridge financing"

Bridge financing is short-term funding a company uses to cover expenses until longer-term financing or a sale comes through. Think of it as a temporary loan or financial “bridge” that keeps operations running—similar to borrowing to cover a gap between paychecks. Investors watch bridge financing because it can signal cash pressure, potential dilution, or higher costs to raise capital, which affect a company’s risk and value.

chapter 11 regulatory

"Additional information on the Company's Chapter 11 case"

Chapter 11 is a U.S. bankruptcy process that lets a financially distressed company keep operating while it reorganizes its debts and business plan under court supervision. Think of it as a formal pause that allows the company to renegotiate payments, shed contracts or assets, and seek a path to profitability instead of being liquidated; investors watch it because it can change the value and priority of claims, equity dilution, or the likelihood of recovery.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Court-Supervised Section 363 Sale to Position Assets Under Ownership Committed to Capital Investment and Long-Term Development

OVERLAND PARK, Kan. and TRONA, Calif., Sept. 15, 2026 /PRNewswire/ -- Searles Valley Minerals Inc., Trona Railway Company LLC, and Searles Domestic Water Company LLC (collectively, "Searles Valley Minerals" or "the Company" or the "Debtors") today announced that, following a competitive, court-supervised process involving negotiations with multiple parties, the Debtors have successfully negotiated a definitive Asset Purchase Agreement with 5E Advanced Materials, Inc. (Nasdaq: FEAM) and its wholly owned subsidiary, 5E SVM, LLC (collectively, "5E") for the sale of substantially all of their operating assets pursuant to Section 363 of the U.S. Bankruptcy Code.  The Debtors intend to seek approval of the Asset Purchase Agreement at a hearing before the United States Bankruptcy Court for the District of Delaware (the "Bankruptcy Court") on Tuesday, September 15, 2026.

5E will acquire Searles Valley Minerals' production facilities (Westend and Argus plants), approximately 9,000 acres of Searles Lake brine resources, the Trona Railway short-line railroad, potable water production and distribution facilities, permits, licenses, and related operating assets located in San Bernardino, Kern, and Inyo Counties, California. The consideration comprises (a) $3,357,906 in cash; (b) 8,300,000 shares of common stock of 5E Advanced Materials, Inc.; and (c) and a $6,220,000 senior unsecured note. 5E has secured $10 million in bridge financing from the Company's ultimate parent company to fund the acquisition and provide working capital.

The transaction is expected to close in October 2026, subject to approval by the Bankruptcy Court and satisfaction of customary closing conditions, including, with respect to the Trona Railway railroad assets, required authorization from the Surface Transportation Board.

Dennis Cruise, President of Searles Valley Minerals, stated: "This transaction reflects the successful completion of a disciplined, competitive bidding process. We are confident that 5E is the right steward for these assets. Their capital resources, technical expertise, and strategic commitment to critical minerals supply position the business for continued success and long-term growth. Equally important, this outcome ensures over 150 continuous years of mining operations, clear operational direction for our employees, preserves our customer relationships, and maintains the infrastructure that serves the Trona community. We look forward to working with 5E through the transition to ensure a seamless handoff of operations."

Throughout the bankruptcy process and following closing, Searles Valley Minerals will continue normal operations. Westend will continue to produce boron, sodium sulfate, and other specialty products for customers. The Trona Railway will continue to operate. Searles Domestic Water Company will continue to provide potable water service to the Trona community without interruption.

Additional information on the Company's Chapter 11 case can be found at https://cases.stretto.com/SVM. Stakeholders can also contact Stretto, Inc., the Company's noticing and claims agent, at (855) 296-3324 (toll-free) / (626) 746-1263 (international) or TeamSVM@stretto.com.

Skadden, Arps, Slate, Meagher & Flom LLP is serving as general bankruptcy counsel, Pachulski Stang Ziehl & Jones, LLP is serving as bankruptcy co-counsel, Ankura Consulting Group, LLC is serving as financial advisor, and Lazard is serving as investment banker.

About Searles Valley Minerals

Searles Valley Minerals Inc., headquartered in Overland Park, Kansas, with operations in Trona, California, is one of the largest and lowest cost producers of borates in the United States and a producer of specialty minerals from the Searles Lake brine deposit. Its operations include the Westend plant, the Trona and Argus facilities, Trona Railway Company, and Searles Domestic Water Company. The Company and its predecessors have operated continuously at Searles Lake since the 19th century.

Media Contact
Greg Lewis: greg.lewis3@ankura.com

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SOURCE Searles Valley Minerals

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Which specific Searles Valley Minerals assets are included in 5E's acquisition?

5E will acquire Searles Valley Minerals' Westend and Argus production plants, approximately 9,000 acres of Searles Lake brine resources, the Trona Railway short-line railroad, potable water production and distribution facilities, and associated permits, licenses, and related operating assets in San Bernardino, Kern, and Inyo Counties, California.

What conditions must be satisfied before the transaction can close?

The transaction is expected to close in October 2026, but it is subject to approval by the United States Bankruptcy Court for the District of Delaware and satisfaction of customary closing conditions. For the Trona Railway railroad assets, closing also requires authorization from the Surface Transportation Board.

How will Searles Valley Minerals operate during the bankruptcy process and after closing?

Searles Valley Minerals will continue normal operations throughout the bankruptcy process and following closing. The Westend plant will continue to produce boron, sodium sulfate, and other specialty products for customers, the Trona Railway will continue to operate, and Searles Domestic Water Company will continue to provide potable water service to the Trona community without interruption.

Where can stakeholders find more information or ask questions about the Chapter 11 case?

Additional information on the Chapter 11 case is available at https://cases.stretto.com/SVM. Stakeholders may contact Stretto, the noticing and claims agent, at (855) 296-3324 (toll-free), (626) 746-1263 (international), or by email at TeamSVM@stretto.com.