Bluescape Energy Partners Amends 5E Advanced Materials Stake

TL;DR

**Bluescape Energy Partners just updated their 5E Advanced Materials stake, watch for market reaction!**

AI Summary

Bluescape Energy Partners IV GP LLC filed an amended Schedule 13D on January 18, 2024, indicating a change in their beneficial ownership of 5E Advanced Materials, Inc. common stock. This amendment, filed as Amendment No. 1, updates their previous filing regarding their stake in the company. This matters to investors because it signals a significant institutional investor is adjusting its position, which could reflect a change in their outlook on 5E Advanced Materials' future performance or strategic direction.

Why It Matters

This filing shows a major investor, Bluescape Energy Partners IV GP LLC, has updated its position in 5E Advanced Materials, Inc., which can influence market perception and potentially the stock price.

Risk Assessment

Risk Level: medium — Changes in significant investor holdings can introduce volatility and uncertainty regarding a company's future direction.

Analyst Insight

An investor should monitor subsequent filings from Bluescape Energy Partners IV GP LLC to understand the nature of their updated position (e.g., increase, decrease, or change in intent) and assess any potential impact on 5E Advanced Materials, Inc.'s stock price or strategic direction.

Key Players & Entities

• Bluescape Energy Partners IV GP LLC (company) — the reporting person filing the amendment
• 5E Advanced Materials, Inc. (company) — the subject company whose securities are being reported
• January 18, 2024 (date) — the date of the event requiring the filing
• $0.01 (dollar_amount) — par value of 5E Advanced Materials, Inc. Common Stock

FAQ

Key Financial Figures

• $0.01 — Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securiti
• $1,000 — to 650.4065 shares of Common Stock per $1,000 principal amount of Convertible Notes a
• $7.5 million — to reduce the minimum cash required to $7.5 million after June 28, 2024; (C) deleted the is
• $32,591,056 — ate, for an aggregate purchase price of $32,591,056.58, pursuant to the Debt Commitment Let
• $15 million — 38.2% if the Issuer issues the maximum $15 million of shares of Common Stock (plus an equi

Filing Documents

• d728132dsc13da.htm (SC 13D/A) — 50KB
• 0001193125-24-012279.txt ( ) — 51KB

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration

is hereby amended and supplemented as follows

Item 3 is hereby amended and supplemented as follows: The information set forth in Item 4 of this Amendment No. 1 is hereby incorporated by reference into this Item 3.

Purpose of Transaction

Item 4. Purpose of Transaction

is hereby

Item 4 is hereby amended and supplemented as follows: The Out of Court Restructuring closed (the Closing) on January 18, 2024 (the Closing Date). In connection with the Closing, BEP Special Situations IV LLC (BEP SS IV) (i) entered into the Amended and Restated Note Purchase Agreement with the Issuer, Ascend Global Investment Fund SPC for and on behalf of Strategic SP (Ascend) and the other parties thereto, which among other things, (A) amended the conversion rate of the Convertible Notes from 56.8182 shares to 650.4065 shares of Common Stock per $1,000 principal amount of Convertible Notes and thereby increased the number of shares of Common Stock into which the Convertible Notes are convertible; (B) amended the minimum cash covenant to reduce the minimum cash required to $7.5 million after June 28, 2024; (C) deleted the issuer conversion feature; (D) extended the maturity date by one year to August 15, 2028; and (E) increased the paid-in-kind (PIK) interest rate from six percent (6%) to ten percent (10%), and (ii) sold to third parties an aggregate of fifty percent (50%) of the then-outstanding aggregate principal amount of the Convertible Notes, plus any accrued and unpaid interest through and including the Closing Date, for an aggregate purchase price of $32,591,056.58, pursuant to the Debt Commitment Letter.

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer. Items 5(a)(c) are hereby amended and supplemented as follows: (a), (b) As of the date of this Amendment No. 1, the Reporting Persons beneficially own an aggregate of 33,130,810 shares of Common Stock, which is comprised of 33,130,810 shares of Common Stock underlying the Convertible Notes beneficially owned by the Reporting Persons giving effect to the transactions described herein and assuming the Issuer pays all accrued interest on the Convertible Notes in kind until maturity. The Reporting Persons beneficial ownership represents approximately 37.6% of the outstanding shares of the Common Stock, based on 44,237,054 shares of Common Stock outstanding as of December 18, 2023, as reported in the Issuers Registration Statement on Form S-3, filed on December 20, 2023, as adjusted to include the shares of Common Stock issuable upon conversion of the outstanding principal of and paid-in-kind interest accrued on the Convertible Notes beneficially owned by the Reporting Persons giving effect to the transactions described herein and the shares of Common Stock issued by the Issuer as of the date hereof in a private placement of Common Stock of the Issuer in connection with the Closing (the Private Placement). The reported securities do not include an additional 10,731,708 shares of Common Stock acquirable upon exercise of the Option (including the placement fee paid in shares of Common Stock) expected to expire on January 29, 2024 in connection with the final closing of the Private Placement (the Final Equity Closi ng), which if exercised, would result in beneficial ownership of 41.0% if the Issuer issues the minimum $7.5 million of shares of Common Stock (plus an equity placement fee) in the Final Equity Closing, and beneficial ownership of 38.2% if the Issuer issues the maximum $15 million of shares of Common Stock (plus an equity placement fee) in the Final Equity Closing. The shares of Common Stock underlying the Option a

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

is hereby amended and supplemented as follows

Item 6 is hereby amended and supplemented as follows: In connection with the Closing, BEP SS IV, Ascend and the other parties thereto executed the Amended and Restated Note Purchase Agreement, as summarized in Item 4 of this Amendment No. 1. Additionally, in connection with the Closing, BEP SS IV, the Issuer and the New Investors executed the Amended and Restated Investor and Registration Rights Agreement, pursuant to which BEP SS IV received customary registration rights and the right to designate a director to serve on the Issuers board of directors.

Material to be Filed as Exhibits

Item 7. Material to be Filed as Exhibits. Exhibit 7. Amended and Restated Note Purchase Agreement (incorporated by reference to Exhibit 10.1 of the Issuers Current Report on Form 8-K filed on January 18, 2024) Exhibit 8. Amended and Restated Investor and Registration Rights Agreement (incorporated by reference to Exhibit 10.2 of the Issuers Current Report on Form 8-K filed on January 18, 2024) SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: January 22, 2024 BLUESCAPE ENERGY PARTNERS IV GP LLC By: Bluescape Resources GP Holdings LLC Its: Managing Member By: /s/ Jonathan Siegler Name: Jonathan Siegler Title: Managing Director and Chief Financial Officer BEP SPECIAL SITUATIONS IV LLC By: /s/ Jonathan Siegler Name: Jonathan Siegler Title: Managing Director and Chief Financial Officer

View Full Filing

View this SC 13D/A filing on SEC EDGAR