3//SEC Filing
BEP Special Situations IV LLC 3
Accession 0000899243-24-000094
CIK 0001888654other
Filed
Jan 21, 7:00 PM ET
Accepted
Jan 22, 6:11 PM ET
Size
10.1 KB
Accession
0000899243-24-000094
Insider Transaction Report
Form 3
BEP Special Situations IV LLC
Director10% Owner
Holdings
Option to Purchase Common Stock
Exercise: $1.02→ Common Stock (10,731,708 underlying)Convertible Notes
Exp: 2028-08-15→ Common Stock (33,130,810 underlying)
Bluescape Energy Partners IV GP LLC
Director10% Owner
Holdings
Convertible Notes
Exp: 2028-08-15→ Common Stock (33,130,810 underlying)Option to Purchase Common Stock
Exercise: $1.02→ Common Stock (10,731,708 underlying)
Footnotes (4)
- [F1]On January 18, 2024, in connection with closing ("Closing") of the Issuer's out of court restructuring, the Note Purchase Agreement (as amended and restated, the "Amended and Restated Note Purchase Agreement") was amended and restated to, among other things, amend the conversion rate from 56.8182 shares to 650.4065 shares of common stock, par value $.01 per share (the "Common Stock"), of the Issuer, per $1,000 principal amount of Convertible Notes, thereby increasing the number of shares of Common Stock into which the Convertible Notes are convertible, extend the maturity date to August 15, 2028 (the "Maturity Date"),
- [F2](Continued from footnote 1) increase the paid-in-kind interest rate from 6% to 10% and assign 50% of the then-outstanding principal amount of the Convertible Notes held by BEP Special Situations IV LLC ("Bluescape") to certain third parties. All or any portion of the Convertible Notes may be converted at Bluescape's election at any time prior to the close of business on the business day immediately preceding the Maturity Date. The number of shares reported as underlying the Convertible Notes reflect the maximum number of shares of Common Stock Bluescape would receive assuming the Issuer pays all accrued interest in kind until maturity.
- [F3]Bluescape Energy Partners IV GP LLC ("Bluescape GP" and, together with Bluescape, the "Reporting Persons") is the general partner of Bluescape Energy Recapitalization and Restructuring Fund IV LP, which wholly owns Bluescape. As such, Bluescape GP may be deemed to have beneficial ownership of the securities held by Bluescape. Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
- [F4]Pursuant to the Restructuring Support Agreement dated December 5, 2023 by and among Bluescape and the Issuer, among others, Bluescape has an option to purchase up to $10 million shares of Common Stock at $1.025 per share, plus an equity placement fee, which option will expire in connection with the final closing of the Company's private placement of Common Stock to certain third parties, expected to close on January 29, 2024.
Documents
Issuer
5E Advanced Materials, Inc.
CIK 0001888654
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001942792
Filing Metadata
- Form type
- 3
- Filed
- Jan 21, 7:00 PM ET
- Accepted
- Jan 22, 6:11 PM ET
- Size
- 10.1 KB