NET Power Merges With Rice Acquisition Corp. II

DURHAM, N.C.–(BUSINESS WIRE)–NET Power, LLC, an energy company whose proprietary technology delivers clean, affordable, reliable energy, and Rice Acquisition Corp. II (NYSE: RONI), a publicly traded special purpose acquisition company, today announced the completion of their previously announced business combination. The combined company will operate as NET Power Inc. 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/.