Davis Polk advised Morgan Stanley & Co. LLC as the sole book-runner on a $258 million SEC-registered offering of 25,800,000 shares of common stock of Molycorp, Inc. (Molycorp), of which 12,000,000 shares were offered and sold by Molycorp and 13,800,000 shares are being loaned by Molycorp to Morgan Stanley Capital Services LLC under a share lending agreement. Davis Polk also advised Morgan Stanley Capital Services LLC as the share borrower in connection with the share lending agreement.
In addition, Davis Polk advised Morgan Stanley & Co. LLC and Credit Suisse Securities (USA) LLC as joint book-running managers on a concurrent SEC-registered offering by Molycorp of $360 million aggregate principal amount of its 6% convertible senior notes due 2017 (or $414 million aggregate principal amount if the over-allotment option is exercised in full).
Headquartered in Greenwood Village, Colorado, Molycorp is a leading rare earths and rare metals company, and combines a world-class rare earth resource at Mountain Pass, California, with world-class ultra-high-purity rare earth and rare metal materials processing capabilities. With 26 locations across 11 countries, Molycorp is vertically integrated across the global rare earth mine-to-magnetics supply chain. Through its Molycorp Magnequench subsidiary, Molycorp is a leading global producer of neodymium-iron-boron (NdFeB) magnet powders, used to manufacture bonded NdFeB permanent rare earth magnets.
The Davis Polk corporate team included partner Michael Kaplan and associates Marcel Fausten and Tsz Hin Kwok. The equity derivatives team included partner Mark M. Mendez and associates Noah L. Wynkoop and Barry J. Gewolb. Counsel Hayden S. Baker and associate Amy E. Turner provided environmental advice. Partner Frank J. Azzopardi and associates Bruce Rose-Innes and Pritesh P. Shah provided intellectual property advice. Partner Samuel Dimon and associate Arie Rubenstein provided tax advice. Counsel Marcie A. Goldstein provided FINRA advice. Kristyn M. Dunleavy was the legal assistant on the transaction. All members of the Davis Polk team are based in the New York office.
