Bluescape Group invest $60m in 5E Advanced Materials, page-3

https://sec.report/Document/0001193125-22-217948/


Item 1.01
Entry into a Material Definitive Agreement
On August 11, 2022, 5E Advanced Materials, Inc. (the “Company” entered into a convertible note purchase agreement (the “Convertible Note Purchase Agreement”, dated August 11, 2022, with BEP Special Situations IV LLC (“Bluescape”, pursuant to which the Company agreed to issue and sell, in a private placement, $60 million aggregate principal amount of its 4.50% secured convertible notes (the “Convertible Notes” to Bluescape.

The Convertible Notes bear interest at a rate of 4.50% per annum, payable semi-annually, or 6.00% per annum if the Company elects to pay such interest through the delivery of additional Convertible Notes, and are convertible into 3,409,091 shares of Common Stock at a conversion price of $17.60 per share of Common Stock in accordance with the terms of the Convertible Note Purchase Agreement. The Convertible Notes mature on August 15, 2027. The Company may, at its election, force conversion of the Convertible Notes (i) if the last reported sale price of the Common Stock exceeds 200% of the conversion price for at least 20 trading days during the period of the first 24 months after issuance; (ii) if the last reported sale price of the Common Stock exceeds 150% of the conversion price for the following 12 months; and (iii) if the last reported sale price of the Common Stock exceeds 130% of the conversion price thereafter. Following certain corporate events that may occur prior to the maturity date or if the Company forces a mandatory conversion, the Company will, in certain circumstances, increase the conversion rate for a holder who elects to convert its Convertible Notes in connection with such a corporate event or has its Convertible Notes mandatorily converted, as the case may be.

The foregoing description of the Convertible Note Purchase Agreement and the transactions contemplated thereby is not complete and is subject to, and qualified in its entirety by reference to the text of the Convertible Note Purchase Agreement, including the form of Convertible Note attached as Exhibit A thereto, which is included as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein.