We advised the underwriters on the concurrent equity and Rule 144A convertible senior notes offerings

Davis Polk advised the lead book-running managers and representatives of the underwriters in connection with an underwritten secondary offering of 6,900,000 shares of common stock of MP Materials Corp., including 900,000 shares from the full exercise of the underwriters’ option to purchase additional shares, for gross proceeds of $242 million. Davis Polk also advised the lead book-running managers and representatives of the initial purchasers in a concurrent Rule 144A offering by MP Materials Corp. of $690 million aggregate principal amount of its 0.25% convertible senior notes due 2026, including $90 million aggregate principal amount of convertible notes pursuant to the full exercise of the initial purchaser’s option to purchase additional convertible notes. MP Materials’ common stock is listed on the New York Stock Exchange under the symbol “MP.”

MP Materials is the owner and operator of Mountain Pass, the only rare earth mining and processing site of scale in North America, and currently produces a rare earth concentrate product comprising approximately 15% of global production. The company aims to restore a secure and sustainable domestic rare earth supply chain for critical sectors of the modern global economy.

The Davis Polk corporate team included partner Michael Kaplan and associates Hillary A. Coleman and Samuel F. Page. The equity derivatives team included partners Mark M. Mendez and Mark J. DiFiore and associates Hanbing Zhang and Lindsey B. Meyers-Perez. The environmental team included counsel David A. Zilberberg. The tax team included partner Lucy W. Farr and associate Tomislava Dragicevic. All members of the Davis Polk team are based in the New York office.