5E Advanced to acquire Searles Valley assets in 363 sale
5E Advanced Materials, Inc. (FEAM) agreed to acquire key assets of Searles Valley Minerals through a court-supervised Section 363 bankruptcy sale, subject to approval by the U.S. Bankruptcy Court.
Rhea-AI Filing Summary
5E Advanced Materials, Inc. (FEAM) agreed to acquire key assets of Searles Valley Minerals through a court-supervised Section 363 bankruptcy sale, subject to approval by the U.S. Bankruptcy Court. A wholly owned subsidiary, 5E SVM, will purchase real property, production facilities at Argus, Westend and Trona, roughly 9,000 acres of Searles Lake brine resources, the Trona Railway short-line railroad, water and utility infrastructure, and related equipment, contracts and IP in San Bernardino County, California.
Consideration includes approximately $3.4 million in cash (backed by a $300,000 earnest-money deposit), 8.3 million FEAM common shares, and an approximately $6.2 million senior unsecured promissory note from 5E SVM, while assuming specified operational and environmental liabilities. The note bears 14.5% PIK interest with a ~$1.2 million cash payment at 24 months and final maturity at five years. The company also agreed to register the resale of the shares issued as consideration.
The deal’s closing is conditioned on entry of a Bankruptcy Court sale order, satisfaction of bidding procedures, certain regulatory approvals (including any required Surface Transportation Board authorization for the railroad assets), and 5E receiving a $10.0 million senior secured bridge facility from a seller-related party bearing 8.00% PIK interest and maturing 270 days after closing. The asset purchase agreement can terminate if closing has not occurred by October 2, 2026, subject to limited extensions, and 5E currently expects closing in early October 2026.
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Filing Explained
Closing remains conditional, and completion would add 8.3 million agreed shares plus secured, guaranteed financing obligations.
The Company reports that 5E SVM was selected as the successful bidder on
The bridge facility would accrue
The assets are being acquired on an “as is, where is” basis with limited or no post-closing recourse. Certain environmental, reclamation and regulatory obligations would remain with 5E SVM, and additional liabilities may survive the bankruptcy process. For the railroad assets, missing Surface Transportation Board authorization at closing would defer that transfer; the exhibit also identifies a California Air Resources Board motion objecting to a sale free and clear of certain environmental and regulatory obligations.
8-K Event Classification
Key Figures
Key Terms
section 363 of the Bankruptcy Code regulatory
Chapter 11 Cases regulatory
Sale Order regulatory
Bridge Facility financial
Surface Transportation Board regulatory
private investment in-kind (PIK) interest financial
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What assets is FEAM acquiring from Searles Valley Minerals in this 8-K?
What is the total consideration FEAM is paying in the Searles Valley acquisition?
What are the key terms of the $6.2 million promissory note in the FEAM deal?
What is the $10 million bridge facility mentioned in FEAM’s 8-K?
When does FEAM expect the Searles Valley acquisition to close and what approvals are needed?
What happens to FEAM’s $300,000 earnest money if the deal does not close?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01 Entry into a Material Definitive Agreement.
On September 14, 2026, 5E Advanced Materials, Inc., a Delaware corporation (the “Company”), and 5E SVM, LLC, a wholly owned subsidiary of the Company (“5E SVM”), entered into an Asset Purchase Agreement (the “Asset Purchase Agreement” and the transactions contemplated thereunder, collectively, the “Acquisition”) with Searles Valley Minerals Inc., Trona Railway Company LLC and Searles Domestic Water Company LLC (collectively, the “Sellers”) and the other parties named therein. The Acquisition is being effectuated through a sale pursuant to section 363 of the Bankruptcy Code (as defined below) and is subject to approval by the Bankruptcy Court (as defined below). Any order of the Bankruptcy Court authorizing the Acquisition may be subject to objection, appeal, modification, stay or reversal, and there can be no assurance that the Bankruptcy Court will authorize the sale on the terms set forth in the Asset Purchase Agreement or at all.
On June 15, 2026, the Sellers filed voluntary petitions for relief commencing cases (the “Chapter 11 Cases”) under chapter 11 of title 11 of the United States Code, 11 U.S.C. §§ 101-1532 (the “Bankruptcy Code”), in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”), which are being jointly administered for procedural purposes only. On July 7, 2026, the Bankruptcy Court entered an order approving procedures to govern the sale process for certain assets of the Sellers (the “Bidding Procedures”), including, without limitation, the process for the submission of bids by prospective purchasers and the assumption and assignment of executory contracts and unexpired leases. On September 14, 2026, 5E SVM was selected as the successful bidder for the Specified Assets.
5E SVM has agreed to purchase specified assets (the “Specified Assets”) from the Sellers for consideration consisting of (i) approximately $3.4 million in cash (less the Earnest Money (as defined below)), (ii) 8.3 million shares (the “Shares”) of common stock, $0.01 par value per share (the “Common Stock”), of the Company and (iii) a senior unsecured promissory note in an aggregate amount of approximately $6.2 million (the “Promissory Note”) issued by 5E SVM for distribution to certain lenders of the Sellers, as further described below. The Company has agreed to register the resale of the Shares following the consummation of the Acquisition (the “Closing”). Under the Asset Purchase Agreement, 5E SVM has also agreed to assume specified liabilities and contracts relating to the Specified Assets (the “Assumed Liabilities”), subject to certain limitations.
5E SVM made a $300,000 deposit (the “Earnest Money”) in connection with the signing of the Asset Purchase Agreement to be applied toward the cash consideration payable by 5E SVM upon the Closing. The Earnest Money will be returned to 5E SVM if the Asset Purchase Agreement is terminated, unless it is terminated by the Sellers as a result of 5E SVM’s breach, in which case the Earnest Money will be forfeited and retained by the Sellers. Pursuant to the Asset Purchase Agreement, the Company agreed to guarantee 5E SVM’s obligation to pay the cash consideration and certain of 5E SVM’s indemnification obligations to the Sellers and Nirma Limited (“Seller Related Party”).
The Specified Assets primarily consist of all real property owned by the Sellers, including the Sellers’ Argus, Westend and Trona production facilities and approximately 9,000 acres of Searles Lake brine resources, in each case located in San Bernardino County, California, together with the short-line railroad operated by Trona Railway Company LLC, potable water production and distribution facilities serving the Sellers’ operations and the neighboring Trona community, and related on-site utilities, storage, distribution and support infrastructure, as well as specified machinery, equipment, inventory, permits, licenses, contracts, intellectual property and other assets relating thereto. Certain assets of the Sellers do not constitute the Specified Assets, including certain cash and cash equivalents of the Sellers, specified contracts and other assets. The Assumed Liabilities primarily consist of liabilities and expenses relating to the Specified Assets, subject to specified limitations. Although the Specified Assets are expected to be transferred free and clear of liens, claims and encumbrances pursuant to section 363 of the Bankruptcy Code, certain environmental, reclamation and regulatory obligations applicable to 5E SVM as owner and operator of the Specified Assets following the Closing are expected to be expressly preserved under the Bankruptcy Court’s order approving the sale (the “Sale Order”), and the transfer of the Specified Assets may be subject to additional liabilities that cannot be extinguished in the bankruptcy process. 5E SVM is acquiring the Specified Assets on an “as is, where is” basis and will have limited or no post-Closing recourse against the Sellers with respect to the condition of the Specified Assets. The representations, warranties and pre-Closing covenants of the Sellers contained in the Asset Purchase Agreement will not survive the Closing of the Acquisition, except with respect to claims based on intentional fraud, and the Asset Purchase Agreement does not provide for indemnification by the Sellers in favor of 5E SVM for any breach thereof. Covenants that by their terms contemplate performance after the Closing will survive in accordance with their terms.
The Promissory Note will accrue interest at a rate of 14.5% per annum, which will accrue and be payable in-kind and capitalized quarterly to the principal amount thereof, and will require a cash payment of approximately $1.2 million on the 24-month anniversary of the issuance date but otherwise mature on the fifth anniversary of the issuance date. 5E SVM will have the right to prepay the Promissory Note at any time, in whole or in part, in cash without premium or penalty. The Promissory Note will contain customary representations and certain covenants of 5E SVM, including specified restrictions on 5E SVM’s ability to make restricted payments, subject to exceptions.
The consummation of the Acquisition is subject to customary Closing conditions, including the entry of the Sale Order by the Bankruptcy Court and the satisfaction of certain requirements under the Bidding Procedures. The Closing is also conditioned upon, with respect to the acquisition of the railroad assets of Trona Railway Company LLC, the receipt of any required authorization from the Surface
Transportation Board (the “STB”). If such STB authorization has not been received at the time of Closing, the transfer of such railroad assets will be deferred until such authorization is obtained.
Additionally, the Closing of the Acquisition is conditioned upon the Company’s receipt of $10.0 million in senior secured bridge financing to be provided by Seller Related Party or its designated subsidiary (the “Bridge Facility”), as well as the satisfaction of Closing conditions applicable to Seller Related Party. The Bridge Facility will be secured by substantially all of 5E SVM’s assets and guaranteed by the Company and accrue interest at a rate of 8.00% per annum, which will accrue and be payable in-kind and capitalized quarterly to the principal amount thereof. A portion of the Bridge Facility will be funded upon the Closing, with the remaining amount to be funded post-Closing upon satisfaction of specified conditions, and will mature 270 days after Closing. The Bridge Facility will include a $1.0 million transaction fee which will be due at maturity. The Company will have the right to prepay the Bridge Facility at any time, in whole or in part, in cash without premium or penalty. The Bridge Facility will contain customary representations and certain covenants of the Company, including specified restrictions on the Company’s ability to make restricted payments, subject to exceptions, as well as customary indemnification provisions in favor of the lender thereunder. The Asset Purchase Agreement may be terminated if, among other things, the Closing (other than any deferred closing with respect to specified assets subject to authorization of the Surface Transportation Board of the United States) has not occurred on or before October 2, 2026 (the “Outside Date”), provided that the Outside Date may be extended to October 16, 2026 by the Sellers, subject to Seller Related Party’s consent, and thereafter by the mutual written consent of the parties.
The Company expects the Closing to occur in early October 2026.
The foregoing summary of the Asset Purchase Agreement and the transactions contemplated thereby, including the Acquisition, is qualified in its entirety by reference to the full text of the Asset Purchase Agreement, a copy of which is attached as Exhibit 2.1 to this Current Report on Form 8-K (this “Current Report”) and incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities
The information contained above in Item 1.01 of this Current Report is incorporated by reference into this Item 3.02 in its entirety. Based in part upon the representations of the Sellers in the Asset Purchase Agreement, the offering of the Shares is exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”).
Item 7.01 Regulation FD Disclosure.
On September 15, 2026, the Company issued a press release announcing the Asset Purchase Agreement and the Acquisition, a copy of which is furnished as Exhibit 99.1 hereto and incorporated by reference herein.
The information contained in this Item 7.01, including Exhibit 99.1 attached hereto, is furnished pursuant to the rules and regulations of the Securities and Exchange Commission (the “Commission”) and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. |
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Description |
2.1* |
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Asset Purchase Agreement, dated September 14, 2026, by and among 5E Advanced Materials, Inc. and the other parties named therein. |
99.1 |
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Press Release, dated September 15, 2026. |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
* Schedules and exhibits have been omitted pursuant to Items 601(a)(5) and 601(b)(2) of Regulation S-K. The Company hereby undertakes to furnish supplemental copies of any of the omitted schedules and exhibits upon request by the U.S. Securities and Exchange Commission. The Company may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedules or exhibits so furnished.
Cautionary Note Regarding Forward-Looking Statements
Certain statements made in this Current Report constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act and Section 21E of the Exchange Act. Such statements are based upon current plans, estimates and expectations of management that are subject to various risks and uncertainties that could cause
actual results to differ materially from such statements. The inclusion of forward-looking statements should not be regarded as a representation that such plans, estimates and expectations will be achieved. Words such as “anticipate,” “expect,” “project,” “intend,” “believe,” “may,” “will,” “should,” “plan,” “could,” “continue,” “target,” “contemplate,” “estimate,” “forecast,” “guidance,” “predict,” “possible,” “potential,” “pursue,” “likely,” and the negative of these terms and similar expressions are intended to identify forward-looking statements, though not all forward-looking statements use these words or expressions. All statements that do not relate to matters of historical fact should be considered forward-looking statements, including, without limitation, statements regarding the approval of the Asset Purchase Agreement and the sale of the Specified Assets by the Bankruptcy Court, including the entry of the Sale Order authorizing the transfer of the Specified Assets free and clear of liens, claims and encumbrances, the expected consummation of the Acquisition and timing thereof, and the funding of the Bridge Facility financing and material terms thereof. All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that the Company expected, including, but not limited to, the important factors discussed in the Company’s most recently filed Annual Report on Form 10-K, and as further updated from time to time in the Company’s other filings with the Commission. Readers are urged to consider these factors carefully and in the totality of the circumstances when evaluating these forward-looking statements, and not to place undue reliance on any of them. Any such forward-looking statements represent management’s reasonable estimates and beliefs as of the date of this Current Report, and, unless otherwise required by applicable law, the Company assumes no obligation to update any forward-looking statements and expressly disclaims any obligation to do so, whether as a result of new information, future events or otherwise.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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5E Advanced Materials, Inc. |
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Date: |
September 15, 2026 |
By: |
/s/ Paul Weibel |
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Paul Weibel |
Exhibit 99.1
5E Advanced Materials Enters into Agreement to Acquire Certain Assets of Searles Valley Minerals
Court-Supervised Acquisition Includes Critical Mineral Production Facilities, Brine Resources and Related Infrastructure in California
HESPERIA, CA / ACCESS Newswire / September 15, 2026 / 5E Advanced Materials, Inc. (“5E” or the “Company”) (Nasdaq: FEAM) today announced that it has been selected as the successful bidder and has entered into an agreement to acquire certain assets of Searles Valley Minerals, Inc. (“Searles Valley” and together with its debtor affiliates, the “Debtors”) through a court-supervised sale process under Section 363 of the United States Bankruptcy Code (the “Acquisition”). The Acquisition is structured under Section 363 to acquire the operating assets free and clear of the specified legacy 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 “Specified Assets”). The aggregate consideration for the Acquisition consists of approximately $3.4 million in cash, 8,300,000 shares of the Company’s common stock and an approximately $6.2 million senior unsecured promissory note from a Company subsidiary. The Company will also assume specified liabilities related to ongoing environmental compliance obligations.
Strategic Rationale
5E expects to maintain operations in Trona, California without interruption and retain a meaningful portion of the Searles Valley operating employees.
Paul Weibel, Chief Executive Officer of 5E, stated, “The acquisition of Searles Valley’s assets and critical mineral production facilities represents a transformative opportunity for 5E, and will accelerate 5E from a pre-revenue development company to a revenue-generating critical minerals producer. Searles Valley brings established production facilities, infrastructure and a long operating history that complement 5E’s large, multi-generational boron resource at Fort Cady. Bringing these assets together has the potential to significantly strengthen 5E’s position within the U.S. boron supply chain, establish a platform for meaningful domestic borate production, and to potentially become the second largest borates producer in the Western world. For a decade, America’s boron supply has depended on foreign-owned production – With Searles Valley’s operating facilities and Fort Cady’s multi-generational resource under one American company, 5E now has a path to supply both near-term demand and long-term capacity in a mineral with no substitute. That is the platform we set out to build.”
Graham van’t Hoff, Chairman of the 5E Board added, “This acquisition will have been achieved through a court-supervised competitive process at a fraction of replacement cost, with a modest cash outlay that preserves the Company’s balance sheet. It reflects a disciplined approach to building an American critical materials platform – acquiring irreplaceable operating assets while maintaining the financial flexibility to develop Fort Cady.”
Dennis Cruise, President of Searles Valley Minerals, stated, “With this agreement, we have repositioned the business around borates and critical minerals, and combining both companies’ assets would strategically position the United States to continue supplying borates and critical minerals for many generations to come – a mineral with no synthetic substitute and very clear near-term supply constraints. During the bankruptcy period we have continued to deliver borates to the market, and we expect an orderly transition on this effort post-closing.”
The Debtors are subject to jointly administered chapter 11 cases pending in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) under the lead case number 26-10966. The consummation of the Acquisition is subject to customary closing conditions, including approval by the Bankruptcy Court and entry of an order authorizing the sale. The Acquisition is also conditioned upon, among other things, receipt of required authorization from the Surface Transportation Board in connection with the transfer of certain railroad assets and the Company’s receipt of $10.0 million in senior secured bridge financing (which the principal owner of Searles Valley has committed to provide), subject to definitive documentation and conditions described in the Company’s Current Report on Form 8-K regarding the Acquisition. The Company expects the closing to occur in early October 2026.
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The Company will host an investor conference call and webcast following the closing of the Acquisition to review the transaction, the acquired operations, and the Company’s integration plan. Dial-in and registration details will be announced in advance of the call.
Province, LLC and RBC Capital Markets are acting as financial advisors, Latham & Watkins LLP and Hunton Andrews Kurth LLP are acting as legal counsel to 5E in connection with the Acquisition.
Additional information about the Acquisition is contained in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 15, 2026, including a copy of the Asset Purchase Agreement filed as an exhibit thereto.
About 5E Advanced Materials, Inc.
5E Advanced Materials, Inc. (NASDAQ:FEAM) is a development-stage company focused on becoming a vertically integrated global leader and supplier of refined borates and advanced boron materials, complemented by calcium-based co-products, and potentially other by-products such as lithium carbonate. The Company’s mission is to become a supplier of these critical materials to industries addressing global decarbonization, energy independence, food, national security, and the defense sector. The Company believes factors such as government regulation and incentives focused on domestic manufacturing and supply chains and capital investments across industries will drive demand for end-use applications like solar and wind energy infrastructure, neodymium-iron-boron magnets, defense applications, lithium-ion batteries, and other critical material applications. The business is based on the Company’s large domestic boron resource, which is located in Southern California and designated as Critical Infrastructure by the U.S. Department of Homeland Security, and boron was added to the U.S. Department of the Interior’s 2025 Critical Minerals List.
Forward Looking Statements
Any forward-looking statements contained in this press release are subject to substantial risks and uncertainties. Forward-looking statements contained in this press release may be identified by the use of words such as “may,” “will,” “would,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential” or “continue” or the negative of these terms or other similar expressions, and include, but are not limited to, statements regarding the approval of the asset purchase agreement by the Bankruptcy Court, the expected consummation of the proposed Acquisition, expected revenue generation and financial statement impact and anticipated borate supply and market opportunity. Any forward-looking statements are based on 5E’s current expectations, forecasts, and assumptions and are subject to a number of risks and uncertainties that could cause actual outcomes and results to differ materially.
These risks and uncertainties include, among others, the risk that the Bankruptcy Court does not approve the Asset Purchase Agreement or does not enter a sale order (such order, the “Sale Order”) in a form acceptable to the Company; the risk that the motion filed by the California Air Resources Board in the Chapter 11 Cases objecting to the sale of the Specified Assets free and clear
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of certain environmental and regulatory obligations is not resolved in a manner acceptable to the Company; the risk that the Sale Order is subject to objection, appeal, modification, stay or reversal; the risk that the Bankruptcy Court approves an alternative transaction; the risk that the conditions to closing are not satisfied or waived, including conditions relating to required approvals from the Surface Transportation Board; the risk that the bridge financing is not funded on the terms or within the timeframe contemplated; the risk that the Asset Purchase Agreement is terminated, including as a result of the failure to close by the outside date specified therein; and the risk that the Acquisition is not consummated within the anticipated timeframe or at all. For a discussion of other risks and uncertainties, and other important factors, any of which could cause our actual results to differ from those contained in the forward-looking statements, see the section entitled “Risk Factors” in 5E's most recent Annual Report on Form 10-K and its other reports filed with the SEC. Forward-looking statements contained in this announcement are based on information available to 5E as of the date hereof and are made only as of the date of this release. 5E undertakes no obligation to update such information except as required under applicable law. These forward-looking statements should not be relied upon as representing 5E's views as of any date subsequent to the date of this press release. In light of the foregoing, investors are urged not to rely on any forward-looking statement in reaching any conclusion or making any investment decision about any securities of 5E.
For further information contact:
Investor Relations
Brett Maas
Hayden IR, LLC
FEAM@haydenir.com
Ph: +1 (480) 861-2425
Media Relations
Paola Ashton
PRA Communications
team@pracommunications.com
Ph: +1 (604) 681-1407
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