Item 7.01. Regulation FD Disclosure.
On December 2, 2021, ArcLight Clean Transition Corp. II, an exempted company
incorporated in the Cayman Islands ("ArcLight"), Opal HoldCo LLC, a Delaware
limited liability company ("Opal HoldCo"), and Opal Fuels LLC, a Delaware
limited liability company ("Opal"), entered into a Business Combination
Agreement (as it may be amended, supplemented or otherwise modified from time to
time, the "Business Combination Agreement").
The Business Combination Agreement and the transactions contemplated thereby
were unanimously approved by the boards of directors of each of Opal and
ArcLight and also approved by Opal Holdco. The Business Combination Agreement
provides for, among other things, the following transactions: (i) each
outstanding Class B ordinary share of ArcLight will become one Class A ordinary
share of ArcLight; (ii) ArcLight will change the jurisdiction of its
incorporation by deregistering as an exempted company in the Cayman Islands and
domesticating to, and continuing as a corporation incorporated under the laws
of, the State of Delaware (the "Domestication") and, in connection with the
Domestication, (A) ArcLight's name will be changed to "Opal Fuels Inc." ("New
Opal"), (B) each outstanding Class A ordinary share of ArcLight will become one
share of Class A Common Stock of New Opal (the "Opal Common Stock"), (C) each
outstanding warrant to purchase one Class A ordinary share of ArcLight will
become a warrant to purchase one share of Opal Common Stock and (D) New Opal
will file its certificate of incorporation and adopt bylaws to serve as its
governing documents in connection with the Domestication; and (iii) (A) Opal
will cause its existing limited liability company agreement to be amended and
restated, (B) Opal will cause all of its limited liability company interests
existing immediately prior to the closing of the transactions contemplated by
the Business Combination Agreement (the "Closing") to be re-classified into a
number of common units ("Units") equal to a number of Units based on a
pre-transaction equity value for Opal of an amount equal to $1,501,870,000, less
all principal and accrued interest outstanding pursuant to that certain
Convertible Promissory Note, dated as of May 1, 2021, as amended from time to
time, as of immediately after the Closing, (C) ArcLight will contribute the
(x) the amount of cash in the trust account established by ArcLight with the
proceeds from its initial public offering (the "Trust Account") as of
immediately prior to the Closing (and before, for the avoidance of doubt, giving
effect to the exercise of redemption rights by any ArcLight shareholders (the
"ACT Share Redemptions")), minus (y) the aggregate amount of cash required to
fund the ACT Share Redemptions and any other obligations to be funded from the
Trust Account, plus (z) the aggregate cash proceeds actually received in respect
of the proposed sale by ArcLight, on the date of the Closing, of an aggregate of
12,500,000 shares of ArcLight common stock for a purchase price of $10.00 per
share, for aggregate gross proceeds of $125,000,000 to Opal in exchange for a
number of units equal to the then outstanding shares of Opal Common Stock and
(E) New Opal will issue to the Company, and the Company will in turn distribute
to Opal HoldCo, Hillman RNG Investments, LLC and ARCC Beacon LLC a number of
Class B Shares, par value $0.0001 per share of New Opal (the "Class B Shares"),
and Class D Shares, par value $0.0001 per share of New Opal (the "Class D
Shares") (neither of which will have any economic value but will entitle the
holder thereof to one vote per share or five votes per share, as applicable),
equal to the number of Units held by each of Opal HoldCo, Hillman RNG
Investments, LLC and ARCC Beacon LLC. A copy of the press release is attached
hereto as Exhibit 99.1 and incorporated herein by reference.
Attached as Exhibit 99.2 to this Current Report on Form 8-K and incorporated
herein by reference is the form of presentation to be used by ArcLight in
presentations for certain of ArcLight's stockholders and other persons regarding
the Business Combination Agreement. Attached as Exhibit 99.3 and incorporated by
reference herein is the transcript of an investor conference call discussing the
proposed business combination that was released on December 2, 2021.
The foregoing exhibits and the information set forth therein shall not be deemed
to be filed for purposes of Section 18 of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), or otherwise be subject to the liabilities of
that section, nor shall it be deemed to be incorporated by reference in any
filing under the Securities Act of 1933, as amended (the "Securities Act"), or
the Exchange Act.
Important Information and Where to Find It
A full description of the terms of the transaction will be provided in a
registration statement on Form S-4 to be filed with the SEC by ArcLight that
will include a prospectus with respect to the combined company's securities to
be issued in connection with the business combination and a proxy statement with
respect to the shareholders meeting of ArcLight to vote on the business
combination. ArcLight urges its investors, shareholders and other
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interested persons to read, when available, the preliminary proxy
statement/prospectus as well as other documents filed with the SEC because these
documents will contain important information about ArcLight, Opal and the
transaction. After the registration statement is declared effective, the
definitive proxy statement/prospectus to be included in the registration
statement will be mailed to shareholders of ArcLight as of a record date to be
established for voting on the proposed business combination. Once available,
shareholders will also be able to obtain a copy of the S-4, including the proxy
statement/prospectus, and other documents filed with the SEC without charge, by
directing a request to: ArcLight Clean Transition Corp. II, 200 Clarendon
Street, 55th Floor, Boston, Massachusetts 02116. The preliminary and definitive
proxy statement/prospectus to be included in the registration statement, once
available, can also be obtained, without charge, at the SEC's website
(www.sec.gov).
Participants in the Solicitation
ArcLight and Opal and their respective directors and officers may be deemed to
be participants in the solicitation of proxies from ArcLight's shareholders in
connection with the proposed transaction. Information about ArcLight's directors
and executive officers and their ownership of ArcLight's securities is set forth
in ArcLight's filings with the SEC. To the extent that holdings of ArcLight's
securities have changed since the amounts printed in ArcLight's Registration
Statement on Form S-1, such changes have been or will be reflected on Statements
of Change in Ownership on Form 4 filed with the SEC. Additional information
regarding the interests of those persons and other persons who may be deemed
participants in the proposed transaction may be obtained by reading the proxy
statement/consent solicitation statement/prospectus regarding the proposed
transaction when it becomes available. You may obtain free copies of these
documents as described in the preceding paragraph.
Forward Looking Statements
Certain statements included in this Form 8-K may be considered forward-looking
statements. Forward-looking statements are statements that are not historical
facts and generally relate to future events or ArcLight's or Opal's future
financial or other performance metrics. In some cases, you can identify
forward-looking statements by terminology such as "believe," "may," "will,"
"potentially," "estimate," "continue," "anticipate," "intend," "could," "would,"
"project," "target," "plan," "expect," or the negatives of these terms or
variations of them or similar terminology. Such forward-looking statements,
including the identification of a target business and a potential business
combination or other such transaction are subject to risks and uncertainties,
which could cause actual results to differ materially from those expressed or
implied by such forward looking statements. New risks and uncertainties may
emerge from time to time, and it is not possible to predict all risks and
uncertainties. These forward-looking statements are based upon estimates and
assumptions that, while considered reasonable by ArcLight and its management,
and Opal and its management, as the case may be, are inherently uncertain and
subject to material change. Factors that may cause actual results to differ
materially from current expectations include, but are not limited to, various
factors beyond management's control, including general economic conditions and
other risks, uncertainties and factors set forth in the section entitled "Risk
Factors" and "Cautionary Note Regarding Forward-Looking Statements" in
ArcLight's final prospectus relating to its initial public offering, dated
September 22, 2020, and other filings with the Securities and Exchange
Commission (SEC), including the registration statement on Form S-4 to be filed
by ArcLight in connection with the proposed business combination, as well as
(1) the inability to complete the proposed business combination; (2) the failure
to realize the anticipated benefits of the proposed business combination, which
may be affected by, among other things, competition, the ability of the combined
company to grow and manage growth profitably, maintain relationships with
customers and suppliers and retain key employees; (3) delays in obtaining,
adverse conditions contained in, or the inability to obtain necessary regulatory
approvals or complete regulatory reviews required to complete the proposed
business combination; (4) the outcome of any legal proceedings that may be
instituted in connection with the proposed business combination; the inability
to complete the proposed business combination; (5) macroeconomic conditions
related to the global COVID-19 pandemic; (6) factors associated with companies,
such as Opal, that are engaged in the production and integration of renewable
natural gas (RNG), including anticipated trends, growth rates and challenges in
those businesses and in the markets in which they operate; (7) the effects of
increased competition; (8) contractual arrangements with, and the cooperation
of, landfill and livestock waste site owners and operators, on which Opal
operates its landfill gas and livestock waste projects that generate electricity
and RNG prices for environmental attributes, low carbon fuel standard credits
and other incentives; (9) the ability to identify, acquire, develop and operate
renewable projects and RNG fueling stations; (10) the amount of redemption
requests made by
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ArcLight's public shareholders; and (11) the ability of the combined company to
issue equity or equity-linked securities or obtain debt financing in connection
with the transaction or in the future. Nothing in this Form 8-K should be
regarded as a representation by any person that the forward-looking statements
set forth herein will be achieved or that any of the contemplated results of
such forward-looking statements will be achieved. You should not place undue
reliance on forward-looking statements in this Form 8-K, which speak only as of
the date they are made and are qualified in their entirety by reference to the
cautionary statements herein. Both ArcLight and Opal expressly disclaim any
obligations or undertaking to release publicly any updates or revisions to any
forward-looking statements contained herein to reflect any change in ArcLight's
or Opal's expectations with respect thereto or any change in events, conditions
or circumstances on which any statement is based.
Non-Solicitation
This Form 8-K is not a proxy statement or solicitation of a proxy, consent or
authorization with respect to any securities or in respect of the potential
transaction and shall not constitute an offer to sell or a solicitation of an
offer to buy the securities of ArcLight, Opal or the combined company, nor shall
there be any sale of any such securities in any state or jurisdiction in which
such offer, solicitation, or sale would be unlawful prior to registration or
qualification under the securities laws of such state or jurisdiction. No offer
of securities shall be made except by means of a prospectus meeting the
requirements of the Securities Act.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
99.1 Press Release, dated December 2, 2021.
99.2 Investor Presentation.
99.3 Investor Call Transcript.
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