- Gross proceeds raised of at least $670 million, including a
minimum of approximately $130 million of cash-in-trust
(representing approximately 40% of total cash-in-trust)
- Business combination expected to close on June 8, 2023, with
NET Power expected to begin trading on the New York Stock Exchange
under ticker symbol “NPWR” on June 9, 2023
- Gross proceeds from the transaction will be used to fund
corporate operations through planned commercialization in 2026 and
accelerate deployments of NET Power’s patented technology,
including funding for SN1
NET Power, LLC (“NET Power”), an energy company whose
proprietary technology delivers clean, affordable, reliable energy,
and Rice Acquisition Corp. II (NYSE: RONI) (“RONI”), a publicly
traded special purpose acquisition company, today announced that
they expect to close their previously announced business
combination on June 8, 2023. The closing is subject to receipt of
RONI shareholder approval, with the RONI extraordinary general
meeting of shareholders to be held on June 6, 2023. The combined
company will operate as NET Power Inc. and its Class A common stock
is expected to start trading on the New York Stock Exchange on June
9, 2023, under the ticker symbol “NPWR.”
The transaction is expected to raise at least $670 million in
gross proceeds through a combination of an approximately $540
million fully committed PIPE and at least $130 million of cash held
in trust. The cash held in trust accounts for a maximum of
approximately 60% in preliminary redemption elections and assumes
none of such preliminary redemption requests are withdrawn.
Redemption requests may be withdrawn until Tuesday, June 6, 2023 at
11:00 am Eastern Time.
Upon completion of the merger, NET Power will have an initial
enterprise value of approximately $1.5 billion and a market
capitalization in excess of $2.0 billion. The gross proceeds from
this transaction will provide NET Power with ample capital to fully
fund its corporate operations and grow its backlog of utility-scale
power plant projects, with plant deliveries beginning in 2026.
Danny Rice, incoming NET Power CEO, states: “NET Power is
uniquely positioned to deliver clean power technology that’s also
reliable and affordable, and this highly successful capital raise
in a turbulent market reflects the investment community’s belief in
our technology and our vision to build a cleaner energy future
while creating meaningful shareholder value.”
Advisors
Guggenheim Securities, LLC is acting as lead financial advisor
to RONI in connection with the business combination with NET Power.
Barclays Capital Inc. is also serving as financial advisor to RONI.
Kirkland & Ellis LLP is serving as legal counsel to RONI.
Credit Suisse Securities (USA) LLC is acting as financial advisor
and capital markets advisor to NET Power. Mintz, Levin, Cohn,
Ferris, Glovsky and Popeo, P.C. is serving as legal counsel to NET
Power. Barclays Capital Inc., Citigroup Global Markets Inc. and
Janney Montgomery Scott LLC are acting as capital markets advisors
to RONI. Barclays Capital Inc. and Citigroup Global Markets Inc.
are acting as lead placement agents and Credit Suisse Securities
(USA) LLC is acting as co-placement agent on the PIPE. Vinson &
Elkins L.L.P. is serving as legal counsel to certain of the
financial advisors, capital markets advisors and the placement
agents.
About NET Power
NET Power is a clean energy technology company whose mission is
to globally deploy affordable and reliable zero-emissions energy.
The Company invents, develops, and licenses clean power generation
technology. Founded in 2010 and headquartered in Durham, North
Carolina, NET Power has received strategic investments from key
industry partners including 8 Rivers, Constellation, Occidental,
Baker Hughes and SK Group. For more information, please visit
https://netpower.com/.
About Rice Acquisition Corp. II
Rice Acquisition Corp. II is led by Danny Rice and Kyle Derham,
former executives of Rice Energy, Inc. (“RICE”) and Rice Midstream
Partners (“RMP”). In 2018 and 2019, RICE and RMP merged with EQT
Corporation (NYSE: EQT) and EQT’s midstream affiliates for over $10
billion to become the largest U.S. natural gas producer. Rice
Acquisition Corp. led a 2021 business combination with Archaea
Energy LLC and Aria Energy LLC to create Archaea Energy, Inc.
(formerly NYSE: LFG), an industry-leading renewable natural gas
platform that BP p.l.c. (NYSE: BP) acquired for a cash
consideration of $4.1 billion in December 2022, generating a 2.6x
return on investment for LFG PIPE investors in approximately one
year. Danny Rice currently serves on the board of EQT. The RONI
website is https://ricespac.com/rac-ii/.
Important Information about the Transaction and Where to Find
It
This press release relates to, among other matters, a proposed
business combination transaction involving NET Power and RONI. In
connection with the transaction, RONI has filed with the U.S.
Securities and Exchange Commission (“SEC”) a registration statement
on Form S-4 (File No. 333-268975), including a proxy statement and
prospectus (the “Proxy Statement/Prospectus”). This document is not
a substitute for the Proxy Statement/Prospectus. The definitive
Proxy Statement/Prospectus was filed with the SEC on May 10, 2023
and has been sent to all RONI shareholders as of April 18, 2023
(the record date for voting on the proposed transaction). RONI
filed a supplement to the Proxy Statement/Prospectus on May 26,
2023, and RONI has filed other documents regarding the proposed
transaction with the SEC and may continue to do so. BEFORE MAKING
ANY VOTING OR INVESTMENT DECISION, SECURITY HOLDERS OF RONI AND
OTHER INTERESTED PARTIES ARE URGED TO READ THE REGISTRATION
STATEMENT, PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT
DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC IN
CONNECTION WITH THE TRANSACTION, INCLUDING AMENDMENTS OR
SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY
WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT RONI, NET POWER, THE TRANSACTION AND RELATED
MATTERS. Investors and security holders of RONI may obtain free
copies of the Proxy Statement/Prospectus and other documents that
are filed or will be filed with the SEC by RONI through the website
maintained by the SEC at www.sec.gov or at RONI’s website at
www.ricespac.com/rac-ii.
Participants in the Solicitation
RONI and NET Power and their respective directors and executive
officers may be deemed to be participants in the solicitation of
proxies from RONI’s shareholders in connection with the
transaction. A list of the names of such directors and executive
officers and information regarding their interests in the proposed
transaction between RONI and NET Power are contained in the Proxy
Statement/Prospectus. You may obtain free copies of these documents
as described in the preceding paragraph.
No Offer or Solicitation
This press release shall not constitute a solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the business combination. This press release shall
also not constitute an offer to sell or the solicitation of an
offer to buy any securities, nor shall there be any sale of
securities in any states or jurisdictions in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended, or an exemption therefrom.
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of the federal securities laws. Statements that do not
relate strictly to historical or current facts are forward-looking.
Without limiting the generality of the foregoing, forward-looking
statements contained in this press release specifically include
statements regarding (i) the PIPE, including commitments to the
PIPE, and (ii) the proposed transaction between NET Power and RONI,
including the date on which it will be consummated, and the
combined company. These forward-looking statements generally are
identified by the words “believe,” “project,” “expect,” “seek,”
“anticipate,” “estimate,” “intend,” “strategy,” “future,”
“opportunity,” “plan,” “may,” “should,” “could,” “will,” “would,”
“will be,” “will continue,” “will likely result” and similar
expressions. Forward-looking statements are predictions,
projections and other statements about future events that are based
on current expectations and assumptions and, as a result, are
subject to risks and uncertainties. Many factors could cause actual
future events to differ materially from the forward-looking
statements in this communication, including but not limited to: (i)
conditions to the completion of the proposed business combination
and PIPE investment, including shareholder approval of the business
combination, may not be satisfied or may not be satisfied on the
anticipated schedule; (ii) the occurrence of any event, change or
other circumstance that could give rise to the termination of the
business combination agreement between the parties or the
termination of any PIPE investor’s subscription agreement; (iii)
the effect of the announcement or pendency of the proposed business
combination on NET Power’s business relationships, operating
results, and business generally; (iv) risks that the proposed
business combination disrupts NET Power’s current plans and
operations; (v) risks related to diverting management’s attention
from NET Power’s ongoing business operations; (vi) potential
litigation that may be instituted against RONI or NET Power or
their respective directors or officers related to the proposed
transaction or the business combination agreement or in relation to
NET Power’s business; (vii) the amount of the costs, fees, expenses
and other charges related to the proposed business combination and
PIPE investment; (viii) risks relating to the uncertainty of the
projected financial information with respect to NET Power or the
combined company; (ix) NET Power’s history of significant losses;
(x) the combined company’s ability to manage future growth
effectively; (xi) the combined company’s ability to utilize its net
operating loss and tax credit carryforwards effectively; (xii) NET
Power’s ability to continue as a going concern if the transactions
contemplated herein are not completed; (xiii) the capital-intensive
nature of NET Power’s business model, which may require the
combined company to raise additional capital in the future; (xiv)
barriers the combined company may face in its attempts to deploy
and commercialize its technology; (xv) the complexity of the
machinery NET Power relies on for its operations and development;
(xvi) the combined company’s ability to establish and maintain
supply relationships; (xvii) risks related to NET Power’s
arrangements with third parties for the development,
commercialization and deployment of technology associated with NET
Power’s technology; (xviii) risks related to NET Power’s other
strategic investors and partners; (xix) the combined company’s
ability to successfully commercialize its operations; (xx) the
availability and cost of raw materials; (xxi) the ability of NET
Power’s supply base to scale to meet the combined company’s
anticipated growth; (xxii) risks related to NET Power’s or the
combined company’s ability to meet its projections; (xxiii) the
combined company’s ability to expand internationally; (xxiv) the
combined company’s ability to update the design, construction and
operations of the NET Power technology; (xxv) the impact of
potential delays in discovering manufacturing and construction
issues; (xxvi) the possibility of damage to NET Power’s Texas
facilities as a result of natural disasters; (xxvii) the ability of
commercial plants using NET Power’s technology to efficiently
provide net power output; (xxviii) the combined company’s ability
to obtain and retain licenses; (xxix) the combined company’s
ability to establish an initial commercial scale plant; (xxx) the
combined company’s ability to license to large customers; (xxxi)
the combined company’s or NET Power’s ability to accurately
estimate future commercial demand; (xxxii) the combined company’s
ability to adapt to the rapidly evolving and competitive natural
and renewable power industry; (xxxiii) the combined company’s
ability to comply with all applicable laws and regulations; (xxxiv)
the impact of public perception of fossil fuel derived energy on
the combined company’s business; (xxxv) any political or other
disruptions in gas producing nations; (xxxvi) the combined
company’s ability to protect its intellectual property and the
intellectual property it licenses; (xxxvii) the ability to meet
stock exchange listing standards following the consummation of the
proposed business combination; (xxxviii) changes to the proposed
structure of the proposed business combination that may be required
or appropriate; (xxxix) the impact of the global COVID-19 pandemic
on any of the foregoing risks; and (xl) such other factors as are
set forth in RONI’s filings with the SEC, including but not limited
to those described under the headings “Risk Factors” and
“Cautionary Note Regarding Forward-Looking Statements” in the Proxy
Statement/Prospectus filed on May 10, 2023, and in its other
filings made with the SEC from time to time, which are available
via the SEC’s website at www.sec.gov. These filings identify and
address other important risks and uncertainties that could cause
actual events and results to differ materially from those contained
in the forward-looking statements. Forward-looking statements speak
only as of the date they are made. Readers are cautioned not to put
undue reliance on forward-looking statements, and NET Power and
RONI assume no obligation and do not intend to update or revise
these forward-looking statements, whether as a result of new
information, future events, or otherwise. Neither NET Power nor
RONI gives any assurance that either NET Power or RONI, or the
combined company, will achieve its expectations.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230605005270/en/
NET Power Investor Contact: Bryce Mendes
bryce.mendes@netpower.com
NET Power Media Contact: Sam Fabens
sfabens@voxglobal.com
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