NET Power, LLC signed a non-binding letter of intent to acquire Rice Acquisition Corp. II (NYSE:RONI) from Rice Acquisition Sponsor II LLC and others for $1.4 billion in a reverse merger transaction on July 26, 2022. NET Power, LLC entered into a definitive agreement to acquire Rice Acquisition Corp. II (NYSE:RONI) from Rice Acquisition Sponsor II LLC and others in a reverse merger transaction on December 13, 2022. Under the terms of the transaction, all of the equity interests of NET Power that are issued and outstanding will be converted into the right to receive an aggregate of 137,192,563 consideration shares. The consideration is on a cash free, debt free basis. Existing NET Power shareholders are rolling 100% of their equity into the combined Company and will own approximately 70% of the pro forma equity assuming no redemptions. After the business combination, the company will be named NET Power Inc. (the “combined Company”) and the combined Company will be listed on the NYSE under the ticker symbol “NPWR”. Upon closing of the transaction, Ron DeGregorio, current Chief Executive Officer of NET Power will be succeeded by Danny Rice, current director of RONI and former Chief Executive Officer of Rice Energy, Inc., to lead NET Power.

The deal is conditional on expiration or termination of all applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976; receipt of requisite approval for consummation of the business combination from RONI’s and NET Power’s shareholders; RONI’s possession of at least $5,000,001 of net tangible assets, immediately after giving effect to the Business Combination; approval of the RONI shares being issued in connection with the Business Combination for listing on the New York Stock Exchange. The transaction has been unanimously approved by both the RONI Board and NET Power Board. The execution, delivery and performance of this Agreement and the Ancillary Agreements has been authorized by the special committee of independent directors of RONI. On June 6, 2023, the transaction was approved by Rice Acquisition shareholders. The transaction is expected to close in the second quarter of 2023. As per the filling on June 5, 2023, the transaction is expected to close on June 8, 2023.

David B. Feirstein, Cyril V. Jones, Jennifer R. Gasser, Lanchi D. Huynh, Matthew R. Pacey, Noah Allen, Daniel D. Lewis, Rory M. Wellever, Ellisen Shelton Turner, Stephen M. Jacobson and Jabir Yusoff of Kirkland & Ellis LLP acted as legal advisors to RONI. Thomas R. Burton III, Ayaz R. Shaikh, Jeffrey P. Schultz and Kristopher L. Kirkwood of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. acted as legal advisors to NET. Guggenheim Securities, LLC and Barclays Capital Inc. acted as financial advisors to RONI. Credit Suisse Securities (USA) LLC acted as financial advisor to NET Power. A.J. Ericksen, Emery J. Choi, Scott Fryman, S. Burr Eckstut and Victoria Rosamond of White & Case LLP acted as legal advisors to Occidental Petroleum (NYSE: OXY), NET Power LLC's largest shareholder. Ramey Layne, Brenda Lenahan, Steve Gill, Rajesh Patel, David Alessandro, Regina Ibarra, Robert Kimball, Maggie Peloso, Rebecca Fike, Fry Wernick, Mike Tomsu, Rebecca Fike, Fry Wernick and Elizabeth McIntyre of Vinson & Elkins L.L.P. served as legal counsel to the capital markets advisors and placement agents. RONI has engaged D.F. King & Co. to assist in the solicitation of proxies. RONI has agreed to pay D.F. King a fee of $25,000, plus disbursements. Mark Zimkind of Continental Stock Transfer & Trust Company acted as transfer agent to RONI. Guggenheim Securities, LLC and Kirkland & Ellis LLP acted as due diligence providers to RONI. Rocio Guadalupe Mendoza, Will Burns, Jim Smulkowski and Todd Schneider of Paul Hastings LLP are advising Baker Hughes in the transaction.

NET Power, LLC completed the acquisition of Rice Acquisition Corp. II (NYSE:RONI) from Rice Acquisition Sponsor II LLC and others in a reverse merger transaction on June 8, 2023. Combined company will commence trading on the New York Stock Exchange under ticker symbol “NPWR” on June 9, 2023.