London office advises Appian on sale of Brazilian mines to London-listed SPAC

Global law firm Norton Rose Fulbright has advised long-standing client Appian Capital Advisory LLP (Appian) on the sale of its Atlantic Nickel and Mineraçao Vale Verde mines to ACG Acquisition Company Limited (ACG), a SPAC listed on the London Stock Exchange. 

The transaction is understood to be the first de-SPAC transaction in the London market since the FCA liberalised the SPAC rules in 2021.

The Atlantic Nickel nickel sulphide mine in Santa Rita and the Mineraçao Vale Verde (MVV) copper mine in Serrote will be acquired on a cash- and debt-free basis from funds advised by Appian for an enterprise value of $1 billion. 

The transaction is backed by equity commitments from leading global investors: Glencore, automotive group Stellantis, and La Mancha. The transaction is also backed by other commitments from Royal Gold (royalty financing), Citigroup, ING and Societe Generale (senior debt), Volkswagen group company PowerCo (prepayment), and Appian (backstop to equity raise).

As a part of the transaction, Appian will retain a 2.75 percent Net Smelter Royalty (“NSR”) on the Santa Rita mine. 

The transaction was led by Corporate Partner Jon Perry alongside Client Relationship Partner Martin McCann, with Banking and Finance Partner Felicity Brown acting on the debt, offtake and royalty aspects, and Corporate Finance Partner Tom Vita acting on US securities aspects. 

Commenting on the transaction, Jon Perry said: 

“It has been a pleasure to help Appian realise these assets through a relatively novel structure in the London market. The transaction was complex as it involved a number of sources of financing, including senior debt, royalty finance, pre-payment agreements, strategic equity investments, vendor backstop, and a public equity raise, alongside ACG’s IPO proceeds. 

"The transaction highlights the importance of the EV commodities supply chain to western automotive OEMs.  We are proud to have helped Appian execute on this deal, bringing together our cross-practice expertise in the mining space.”

The Norton Rose Fulbright team comprised Partner Jon Perry, Senior Associate Ed Gardner, Associates Hannah Culshaw, Seamus Connelly and Gabrielle Ross, and Trainee Isabel Perry (corporate); Partners Felicity Brown and Associate Ada Madubuobu (debt/royalty); Partners Tom Vita and Nikolai Mikhailov (US securities and ECM); and Partners Dominic Stuttaford and Bart Le Blanc (tax).  Madrona Fialho and Cescon Barrieu advised Appian on Brazilian law matters.  Cleary Gottlieb Steen & Hamilton advised ACG.