MP Materials, the largest rare earth materials producer in the
Western Hemisphere, today announced the completion of its business
combination with Fortress Value Acquisition Corp. (NYSE: FVAC), a
special purpose acquisition company sponsored by an affiliate of
Fortress Investment Group LLC (“Fortress”). The combined company,
MP Materials Corp. (“MP Materials” or “the Company”), will begin
trading on the New York Stock Exchange (NYSE) tomorrow, November
18th, under the ticker symbol “MP”.
MP Materials owns and operates Mountain Pass, an iconic American
industrial asset, which is the only rare earth mining and
processing site of scale in the Western Hemisphere and currently
produces approximately 15% of global rare earth content. The market
for separated rare earth elements is expected to see significant
growth, as these materials are critical inputs for the magnets that
enable the mobility of electric vehicles, drones, defense systems,
wind turbines, robotics and many other high-growth, advanced
technologies. MP Materials’ integrated operations at Mountain Pass
uniquely combine low production costs with best-in-class
environmental standards, thereby restoring American leadership to a
critical industry with a strong commitment to sustainability.
MP Materials raised $545 million in capital through the
transaction, including $345 million of FVAC’s cash in trust and a
$200 million PIPE led by institutional investors including Slate
Path Capital, Chamath Palihapitiya and Omega Family Office. The
capital raised from the transaction fully funds MP’s Stage II
optimization plan, whereby the Company expects to become a fully
integrated provider of separated rare earth oxides, with a focus on
Neodymium-Praseodymium, one of the most crucial inputs for
magnetics, by 2022.
“Today is an important milestone in our mission to restore the
full rare earth supply chain to the United States of America,” said
James Litinsky, Chairman and CEO of MP Materials. “As world
infrastructure electrifies, American leadership across this entire
industrial supply chain is critical to our economic and national
security. MP Materials has a profitable first stage business, a
long term, multi-stage execution roadmap for value creation, a
fully funded balance sheet, and a committed leadership team and
Board of Directors. Our team is very proud to lead the way in
onshoring a vital industry, to build a growing enterprise and to
deliver positive outcomes to all of our stakeholders supported by
our foundational commitments to sustainability and strong
governance.”
Litinsky continued, “I want to thank Drew McKnight and the
Fortress team for their partnership and support and also welcome
our new public investors to this exciting and important
journey.”
In addition to Chairman and CEO James Litinsky, MP Materials
will continue to be led by its experienced management team,
including: Michael Rosenthal, Chief Operating Officer; Ryan
Corbett, Chief Financial Officer; and Sheila Bangalore, Chief
Strategy Officer and General Counsel. In addition to Messrs.
Litinsky and McKnight, the Company’s Board of Directors includes
former Chairman of the Joint Chiefs of Staff General (Ret.) Richard
Myers; former Omnicom Group CFO Randy Weisenburger; Founder and CEO
of QVT Financial LP, Dan Gold; Senior Vice President, General
Counsel and Corporate Secretary for Lockheed Martin Corporation,
Maryanne Lavan; and former Partner and Managing Director of Goldman
Sachs, Connie Duckworth.
Former CEO of FVAC, and Director of MP Materials, Drew McKnight
said, “We are looking forward to participating with public
shareholders in MP’s future success as the Company moves forward
with its plans to bring the rare earth industry home to the United
States. MP’s mission is not just a business plan - it’s an economic
and security imperative for our country, and the entire leadership
team and Board stand ready to execute with commitment and purpose
on this tremendous opportunity.”
Morgan Stanley & Co. LLC served as financial advisor and
Sidley Austin LLP acted as legal advisor to MP Mine Operations LLC
(dba “MP Materials”). Simpson Thacher & Bartlett LLP and Murray
Devine served as legal and financial advisor, respectively, to
Secure Natural Resources LLC (the owner of the mineral rights at
Mountain Pass), which is also a party to the combination and will
become a wholly‐owned subsidiary of MP Materials Corp. Deutsche
Bank Securities and RBC Capital Markets, LLC served as financial
advisors, capital markets advisors, and private placement agents to
FVAC. Weil, Gotshal & Manges LLP acted as legal advisor to
FVAC.
About MP Materials
MP Materials Corporation (NYSE: MP) is the largest producer of
rare earth materials in the Western Hemisphere. With over 270
employees, the Company owns and operates Mountain Pass, an iconic
American industrial asset, which is the only rare earth mining and
processing site of scale in the Western Hemisphere and currently
produces approximately 15% of global rare earth content. Separated
rare earth elements are critical inputs for the magnets that enable
the mobility of electric vehicles, drones, defense systems, wind
turbines, robotics and many other high-growth, advanced
technologies. MP Materials’ integrated operations at Mountain Pass
uniquely combine low production costs with best-in-class
environmental standards, thereby restoring American leadership to a
critical industry with a strong commitment to sustainability. More
information is available at https://mpmaterials.com/.
About Fortress Value Acquisition
Corp.
Fortress Value Acquisition Corp. is a special purpose
acquisition company formed for the purpose of effecting a merger,
capital stock exchange, asset acquisition, stock purchase,
reorganization or similar business combination with one or more
businesses, and is sponsored by an affiliate of Fortress Investment
Group LLC.
Forward Looking Statements
Certain statements included in this press release that are not
historical facts are forward-looking statements for purposes of the
safe harbor provisions under the United States Private Securities
Litigation Reform Act of 1995. Forward-looking statements may be
identified by the use of the words such as "estimate," "plan,"
"project," "forecast," "intend," "expect," "anticipate," "believe,"
"seek," "target," or similar expressions that predict or indicate
future events or trends or that are not statements of historical
matters. These forward-looking statements include, but are not
limited to, statements regarding estimates and forecasts of other
financial and performance metrics and projections of market
opportunity. These statements are based on various assumptions,
whether or not identified in this press release, and on the current
expectations of MP Materials' management and are not predictions of
actual performance. These forward-looking statements are provided
for illustrative purposes only and are not intended to serve as,
and must not be relied on by any investor as, a guarantee, an
assurance, a prediction or a definitive statement of fact or
probability. Actual events and circumstances are difficult or
impossible to predict and will differ from assumptions. Many actual
events and circumstances are beyond the control of MP Materials.
These forward-looking statements are subject to a number of risks
and uncertainties, including changes in domestic and foreign
business, market, financial, political and legal conditions;
failure to realize the anticipated benefits of the business
combination; risks relating to the uncertainty of the projected
financial information with respect to MP Materials; risks related
to the rollout of MP Materials’ business strategy and the timing of
expected business milestones; risks related to MP Materials’
arrangements with Shenghe; the effects of competition on MP
Materials’ future business; risks related to political and
macroeconomic uncertainty; the impact of the global COVID-19
pandemic on any of the foregoing risks; and those factors discussed
in FVAC's definitive proxy statement/consent
solicitation/prospectus filed on October 27, 2020 under the heading
"Risk Factors," and other documents to be filed by MP Materials,
with the SEC. If any of these risks materialize or our assumptions
prove incorrect, actual results could differ materially from the
results implied by these forward-looking statements. There may be
additional risks that MP Materials does not presently know or that
MP Materials currently believes are immaterial that could also
cause actual results to differ from those contained in the
forward-looking statements. In addition, forward-looking statements
reflect MP Materials’ expectations, plans or forecasts of future
events and views as of the date of this press release. MP Materials
anticipates that subsequent events and developments will cause MP
Materials’ assessments to change. However, while MP Materials may
elect to update these forward-looking statements at some point in
the future, MP Materials specifically disclaims any obligation to
do so, unless required by applicable law. These forward-looking
statements should not be relied upon as representing MP Materials’
assessments as of any date subsequent to the date of this press
release. Accordingly, undue reliance should not be placed upon the
forward-looking statements.
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version on businesswire.com: https://www.businesswire.com/news/home/20201117006236/en/
For MP Materials: Investors: Ellipsis Jeff Majtyka
IR@mpmaterials.com
Media: Edelman Jordan Fisher
Jordan.Fisher@edelman.com
For FVAC: Gordon E. Runté Managing Director Fortress
Investment Group LLC 212-798-6082
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