Peridot’s Combination with Li-Cycle

McCarthy Tétrault and Freshfields Bruckhaus Deringer served as legal advisors to Li-Cycle, while Kirkland & Ellis and Stikeman Elliott served as legal advisors to Peridot on the deal.

Peridot Acquisition Corp. (“Peridot”) (NYSE: PDAC), a publicly-traded special purpose acquisition company sponsored by Carnelian Energy Capital, completed its combination agreement with Li-Cycle Corp., a commercial leader in lithium-ion battery resource recovery, that will result in Li-Cycle becoming a public company. Upon closing of the transaction, the combined company will be renamed Li-Cycle Holdings Corp. and will be listed on the New York Stock Exchange under the new ticker symbol “LICY.” 

The business combination includes a pre-money equity valuation for Li-Cycle of $975 million and, when combined with the transaction proceeds, represents a combined company pro forma equity value of $1.67 billion. The transaction will provide $615 million in gross proceeds to the Company, assuming no redemption by Peridot shareholders, including a $315 million fully committed, upsized common stock PIPE at $10.00 per share from investors that include Neuberger Berman Funds, Franklin Templeton and Mubadala Capital, as well as Peridot sponsor Carnelian Energy Capital, existing Li-Cycle investors including Moore Strategic Ventures, and global marketing and strategic off-take partner Traxys.

Citi is serving as sole financial advisor to Li-Cycle. Cowen is serving as capital markets advisor to Li-Cycle. UBS Investment Bank is serving as lead placement agent and Barclays and Citi are serving as placement agents for the PIPE. UBS Investment Bank and Barclays are also serving as financial and capital markets advisors to Peridot.

The Kirkland team advising Peridot was led by transactional partners Debbie Yee (Picture), John Pitts and Allan Kirk and associates Zach Savrick, Maggie Hoffman, Abbey Zuech and Dominic Manser; capital markets associates Atma Kabad and Erin Eberle; tax partners David Wheat and Steve Butler and associates Joe Tobias and Nicole Dressler; executive compensation partners Stephen Jacobson and Stephanie Jeane and associate Karsten Busby; technology & IP transactions partners Frank Wei and Aaron Lorber and associate Seth Pritchard; and environmental transactions partner Alex Farmer and associate James Dolphin.

The Freshfields corporate team was led by Paul Tiger and Andrea Basham and includes associates Lucy Lei, Briony Driscoll, Wael Zwain and Sophia Berger, with partner Michael Levitt consulting along the way. Partner Robert Scarborough and senior associate David Mitchell are advising on tax matters, partner Olivia Radin and associate Weronika Bukowski on compliance matters, partner Lori Goodman and associate Jeffrey Anand on benefits matters, partner Mena Kaplan and associate Marissa Yu on IP matters, special counsel Peter Jaffe on data/privacy matters, and counsel Elizabeth Bieber on certain governance matters.
 

Involved fees earner: Nicole Dressler – Davis Polk & Wardwell; Jeffrey Anand – Freshfields Bruckhaus Deringer LLP; Andrea Basham – Freshfields Bruckhaus Deringer LLP; Elizabeth Bieber – Freshfields Bruckhaus Deringer LLP; Weronika Bukowski – Freshfields Bruckhaus Deringer LLP; Briony Driscoll – Freshfields Bruckhaus Deringer LLP; Lori Goodman – Freshfields Bruckhaus Deringer LLP; Peter Jaffe – Freshfields Bruckhaus Deringer LLP; Mena Kaplan – Freshfields Bruckhaus Deringer LLP; Lucy Lei – Freshfields Bruckhaus Deringer LLP; Michael Levitt – Freshfields Bruckhaus Deringer LLP; David Mitchell – Freshfields Bruckhaus Deringer LLP; Olivia Radin – Freshfields Bruckhaus Deringer LLP; Robert Scarborough – Freshfields Bruckhaus Deringer LLP; Paul Tiger – Freshfields Bruckhaus Deringer LLP; Marissa Yu – Freshfields Bruckhaus Deringer LLP; Karsten Busby – Kirkland & Ellis; Stephen Butler – Kirkland & Ellis; James Dolphin – Kirkland & Ellis; Erin Elizabeth Eberle – Kirkland & Ellis; Alexandra Farmer – Kirkland & Ellis; Maggie Hoffman – Kirkland & Ellis; Stephen Jacobson – Kirkland & Ellis; Stephanie Jeane – Kirkland & Ellis; Allan Kirk – Kirkland & Ellis; Aaron Lorber – Kirkland & Ellis; Dominic Manser – Kirkland & Ellis; John Pitts – Kirkland & Ellis; Seth Pritchard – Kirkland & Ellis; Zach Savrick – Kirkland & Ellis; Joe Tobias – Kirkland & Ellis; Frank Wei – Kirkland & Ellis; David Wheat – Kirkland & Ellis; Debbie Yee – Kirkland & Ellis; Abbey Zuech – Kirkland & Ellis; Atma Kabad – Vinson & Elkins LLP;

Law Firms: Davis Polk & Wardwell; Freshfields Bruckhaus Deringer LLP; Kirkland & Ellis; Vinson & Elkins LLP;

Clients: Li-Cycle Corp. ; Peridot Acquisition Corp.;

Author: Martina Bellini