- NET Power’s proven technology generates near zero-emissions
utility-scale power, delivering the world’s first scalable solution
that achieves the energy trifecta: clean, affordable, reliable
energy
- Combined company expected to have enterprise value of
approximately $1.5 billion, Class A common stock will commence
trading on the New York Stock Exchange under ticker symbol “NPWR”
on June 9, 2023
- Transaction provides more than $675 million in gross proceeds,
including $540 million in PIPE capital from financial and strategic
investors, as well as more than $135 million of cash-in-trust
- 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
NET Power, LLC, 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 the completion of their
previously announced business combination (the “Business
Combination”). The combined company will operate as NET Power Inc.
(“NET Power”) and its Class A common stock and warrants to purchase
Class A common stock will start trading on the New York Stock
Exchange on June 9, 2023, under the ticker symbol “NPWR” and “NPWR
WS,” respectively.
NET Power has an initial enterprise value of approximately $1.5
billion and a market capitalization in excess of $2.0 billion. The
proceeds from this transaction are expected to 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 expected to begin in 2026.
As a result of the Business Combination, NET Power received
gross proceeds of more than $675 million, consisting of more than
$135 million from RONI’s trust account and approximately $540
million in PIPE capital from strategic and financial investors.
Additionally, Occidental provided $10 million in interim financing
to support NET Power’s operations through the closing of the
Business Combination.
Existing strategic investors in NET Power, including Occidental,
Baker Hughes, Constellation and 8 Rivers (a subsidiary of SK
Group), have rolled 100% of their equity into the combined
company.
Since the proposed Business Combination was announced in
December, NET Power upsized the PIPE from approximately $225
million to approximately $540 million, commenced Front End
Engineering and Design (“FEED”) for its first standardized
utility-scale project near Occidental’s Permian Basin operations,
and announced a planned joint venture with SK Group to pursue the
origination and development of utility-scale NET Power plants
across Asia.
“This deal sets NET Power on a path to accelerate the buildout
and commercialization of our technology and bring the world the
trifecta of clean, affordable, and reliable energy,” said Danny
Rice, NET Power CEO. “Rapid deployment of decarbonized baseload
power around the world is critical to addressing climate change and
NET Power’s technology offers a path forward. I’m excited to join
the team and lead the global deployment of this critical
technology.”
“We believe NET Power has a transformative technology that
supports our net-zero ambitions through its ability to provide near
emissions-free power to our Permian Basin operations and future
Direct Air Capture sites,” said Vicki Hollub, President and CEO of
Occidental. “Globally deploying affordable, reliable and clean
power is an important step to accelerate carbon reductions and
further climate goals, which we think is best attained with NET
Power.”
Baker Hughes Chairman and CEO, Lorenzo Simonelli, emphasized the
importance of climate technology in addressing the energy trilemma
and reducing emissions, saying, "With demand for natural gas
expected to grow over the coming decades, NET Power's near-zero
emissions power plant design exemplifies the vital role of climate
technology in enabling the transition to lower emissions. We are
pleased to collaborate with NET Power as its partner in the global
deployment of this technology in the years to come."
Advisors
Guggenheim Securities, LLC acted as lead financial advisor to
RONI in connection with the Business Combination. Barclays Capital
Inc. also served as financial advisor to RONI. Kirkland & Ellis
LLP served as legal counsel to RONI. Credit Suisse Securities (USA)
LLC acted as financial advisor and capital markets advisor to NET
Power, LLC. Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
served as legal counsel to NET Power, LLC. Barclays Capital Inc.,
Citigroup Global Markets Inc. and Janney Montgomery Scott LLC acted
as capital markets advisors to RONI. Barclays Capital Inc. and
Citigroup Global Markets Inc. acted as lead placement agents and
Credit Suisse Securities (USA) LLC acted as co-placement agent on
the PIPE. Vinson & Elkins L.L.P. served as legal counsel to the
capital markets advisors and 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/.
Forward-Looking Statements
This communication contains certain forward-looking statements
within the meaning of the federal securities laws, including
statements regarding the benefits of the Business Combination, the
development of NET Power’s technology, the anticipated demand for
NET Power’s technology and the markets in which NET Power operates,
the timing of the deployment of plant deliveries, business
strategies, capital requirements and potential growth
opportunities. 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)
risks relating to the uncertainty of the projected financial
information with respect to NET Power; (ii) NET Power’s history of
significant losses; (iii) NET Power’s ability to manage future
growth effectively; (iv) NET Power’s ability to utilize its net
operating loss and tax credit carryforwards effectively; (v) the
capital-intensive nature of NET Power’s business model, which may
require NET Power to raise additional capital in the future; (vi)
barriers NET Power may face in its attempts to deploy and
commercialize its technology; (vii) the complexity of the machinery
NET Power relies on for its operations and development; (viii) NET
Power’s ability to establish and maintain supply relationships;
(ix) risks related to NET Power’s arrangements with third parties
for the development, commercialization and deployment of technology
associated with NET Power’s technology; (x) risks related to NET
Power’s other strategic investors and partners; (xi) NET Power’s
ability to successfully commercialize its operations; (xii) the
availability and cost of raw materials; (xiii) the ability of NET
Power’s supply base to scale to meet NET Power’s anticipated
growth; (xiv) risks related to NET Power’s ability to meet its
projections; (xv) NET Power’s ability to expand internationally;
(xvi) NET Power’s ability to update the design, construction and
operations of the NET Power technology; (xvii) the impact of
potential delays in discovering manufacturing and construction
issues; (xviii) the possibility of damage to NET Power’s Texas
facilities as a result of natural disasters; (xix) the ability of
commercial plants using NET Power’s technology to efficiently
provide net power output; (xx) NET Power’s ability to obtain and
retain licenses; (xxi) NET Power’s ability to establish an initial
commercial scale plant; (xxii) NET Power’s ability to license to
large customers; (xxiii) NET Power’s ability to accurately estimate
future commercial demand; (xxiv) NET Power’s ability to adapt to
the rapidly evolving and competitive natural and renewable power
industry; (xxv) NET Power’s ability to comply with all applicable
laws and regulations; (xxvi) the impact of public perception of
fossil fuel derived energy on NET Power’s business; (xxvii) any
political or other disruptions in gas producing nations; (xxviii)
NET Power’s ability to protect its intellectual property and the
intellectual property it licenses; (xxix) the ability to meet stock
exchange listing standards following the Business Combination;
(xxx) the impact of the global COVID-19 pandemic on any of the
foregoing risks; and (xxxi) such other factors as are set forth in
NET Power’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 definitive 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 assumes
no obligation and does not intend to update or revise these
forward-looking statements, whether as a result of new information,
future events, or otherwise. NET Power does not give any assurance
that it will achieve its expectations.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230608005746/en/
NET Power Investor Contact: Bryce Mendes
bryce.mendes@netpower.com
NET Power Media Contact: Sam Fabens
sfabens@voxglobal.com
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