Item 8.01. Other Events.
On November 18, 2022, OPAL Fuels Inc., ("OPAL Fuels" or the "Company"),
announced the commencement of an exchange offer (the "Offer") and consent
solicitation (the "Consent Solicitation") relating to its outstanding (i) public
warrants to purchase shares of Class A Common Stock of the Company, par value
$0.0001 per share (the "Class A Common Stock"), which warrants trade on The
Nasdaq Capital Market under the symbol "OPALW"(the "Public Warrants"), and (ii)
private placement warrants to purchase shares of Class A Common Stock (the
"Private Placement Warrants") and together with the public warrants, the
"Warrants"). The Company is offering to all holders of the warrants the
opportunity to receive 0.250 shares of Class A Common Stock in exchange for each
outstanding warrant tendered by the holder and exchanged pursuant to the Offer.
Concurrently with the Offer, the Company is also soliciting consents from
holders of the warrants to amend the warrant agreement that governs all of the
warrants (the "Warrant Agreement") to permit the Company to require that each
warrant that is outstanding upon the closing of the Offer be exchanged for
0.225shares of Class A Common Stock, which is a ratio 10% less than the exchange
ratio applicable to the Offer (such amendment, the "Warrant Amendment").
The Offer and Consent Solicitation are being made pursuant to a prospectus/offer
to exchange, dated November 18, 2022 (the "Prospectus/Offer to Exchange"), and
Schedule TO, dated November 18, 2022 (the "Schedule TO"). The Offer and Consent
Solicitation will expire at 11:59 p.m., Eastern Time, on December 16, 2022, or
such later time and date to which the Company may extend. Pursuant to the terms
of the Warrant Agreement, all except certain specified modifications or
amendments require the vote or written consent of holders of at least 65% of
each of the outstanding public warrants and the outstanding private placement
warrants. Parties representing approximately 53.30% of the outstanding public
warrants and approximately 100% of the outstanding private placement warrants
have agreed to tender their public warrants and private placement warrants (as
applicable) in the Offer and to consent to the Warrant Amendment in the Consent
Solicitation, pursuant to a tender and support agreement. Accordingly, if
holders of an additional approximately 11.70% of our outstanding public warrants
consent to the Warrant Amendment in the Consent Solicitation, and the other
conditions of the Offer are satisfied or waived, then the Warrant Amendment will
be adopted.
On November 18, 2022, the Company issued a press release announcing the
commencement of the Offer and Consent Solicitation. A copy of the press release
is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Important Additional Information Has Been Filed with the SEC
Copies of the Schedule TO and Prospectus/Offer to Exchange will be available
free of charge at the website of the U.S. Securities and Exchange Commission
(the "SEC") at www.sec.gov. Requests for documents may also be directed to the
D.F. King & Co. at (888) 605-1958 (for warrant holders) or (212) 269-5550 (for
banks and brokers) or via the following email address: opal@dfking.com. A
registration statement on Form S-4 relating to the securities to be issued in
the Offer has been filed with the SEC but has not yet become effective. Such
securities may not be sold nor may offers to buy be accepted prior to the time
the registration statement becomes effective.
This announcement is for informational purposes only and shall not constitute an
offer to purchase or a solicitation of an offer to sell the warrants or an offer
to sell or a solicitation of an offer to buy any shares of Class A Common Stock
in any state in which such offer, solicitation, or sale would be unlawful before
registration or qualification under the laws of any such state. The Offer and
Consent Solicitation are being made only through the Schedule TO and
Prospectus/Offer to Exchange, and the complete terms and conditions of the Offer
and Consent Solicitation are set forth in the Schedule TO and Prospectus/Offer
to Exchange.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements in this communication may be considered forward-looking
statements within the meaning of the "safe harbor" provisions of the United
States Private Securities Litigation Reform Act of 1995. Forward-looking
statements are statements that are not historical facts and generally relate to
future events or OPAL Fuels' (the "Company") 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 are subject to risks and
uncertainties, which could cause actual results to differ materially from those
expressed or
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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 the Company 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 various factors beyond management's control, including but
not limited to general economic conditions and other risks, uncertainties and
factors set forth in the sections entitled "Risk Factors" and "Cautionary
Statement Regarding Forward-Looking Statements" in the Company's quarterly
report on Form 10-Qfiled with the Securities and Exchange Commission ("SEC") on
November 14, 2022, and other filings it makes with the SEC. Nothing in this
communication 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
communication, which speak only as of the date they are made and are qualified
in their entirety by reference to the cautionary statements herein. The Company
expressly disclaims any obligations or undertaking to release publicly any
updates or revisions to any forward-looking statements contained herein to
reflect any change in the Company's expectations with respect thereto or any
change in events, conditions or circumstances on which any statement is based.
Item 9.01. Financial Statements and Exhibits
Exhibit Number Description
99.1 Press release issued by OPAL Fuels Inc., dated November 18, 2022
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