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A&O Shearman steers U.S. Department of Energy on restructuring of critical lithium plant financing

A&O Shearman steers U.S. Department of Energy on restructuring of critical lithium plant financing
Published Date
Oct 29 2025
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Image of Paul Epstein
Paul EpsteinPartner, New York
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Jason PrattPartner, New York
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Sara CoelhoPartner, New York
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Kara AltmanCounsel, Washington DC
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Joseph Badtke-BerkowAssociate, New York
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Alex BeckerAssociate, New York
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Bilyana MarionAssociate, New York
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Kaja NiewiarowskaAssociate, New York
A&O Shearman advised the U.S. Department of Energy (DOE) on the restructuring of its USD2.23 billion loan supporting Lithium Americas’ (LAC) Thacker Pass project in northern Nevada, a critical domestic source of lithium for the U.S. battery market.

The terms of the transaction included, in addition to more than USD100 million of incremental equity, providing U.S. government with 5% equity ownership in the form of LAC warrants as well as an additional 5% ownership in the form of warrants in the joint venture between LAC and General Motors to develop the project. The restructured loan will enhance taxpayer protections while reinforcing the onshoring of critical minerals intended to support U.S. energy security and industrial policy goals. 

The Thacker Pass project is one of the largest known lithium resources in the United States and is expected to play a significant role in enabling domestic production of lithium for the lithium-ion battery market. 

The restructured financing follows the DOE’s previously announced loan supporting the development of Thacker Pass, which A&O Shearman also advised on in 2024. 

We are proud to continue our support to the Department of Energy on Thacker Pass, and in particular in structuring a solution that advances U.S. critical minerals objectives. Our firm galvanized its strong multidisciplinary capabilities to advise on all aspects of this significant transaction.

The A&O Shearman team advising on the transaction was led by New York-based partner Paul Epstein and included partner Jason Pratt on environmental matters, partner Sara Coelho on financial restructuring aspects, tax counsel Kara Altman, and associates Joseph Badtke-Berkow, Alex Becker, Bilyana Marion, and Kaja Niewiarowska.

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