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OPAL FUELS INC.

(OPAL)
  Report
Delayed Nasdaq  -  12:56 2022-11-25 pm EST
7.770 USD   -4.07%
11/22Opal Fuels : Opinion on the Consolidated Financial Statements - Form 8-K
PU
11/22Opal Fuels Inc. : Other Events, Financial Statements and Exhibits (form 8-K)
AQ
11/21OPAL Fuels Inc. Announces Commencement of Exchange Offer and Consent Solicitation Relating to Warrants
AQ
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Opal Fuels LLC completed the acquisition of ArcLight Clean Transition Corp. II (NasdaqCM:ACTD) from ArcLight CTC Holdings II, L.P., Adage Capital Management, L.P., Citadel Advisors LLC, Integrated Core Strategies (US) LLC, Barclays PLC (LSE:BARC) and others in a reverse merger transaction.

07/21/2022 EST

Opal Fuels LLC signed a letter of intent to acquire ArcLight Clean Transition Corp. II (NasdaqCM:ACTD) from ArcLight CTC Holdings II, L.P., Adage Capital Management, L.P., Citadel Advisors LLC, Integrated Core Strategies (US) LLC, Barclays PLC (LSE:BARC) and others in a reverse merger transaction on August 9, 2021. Opal Fuels LLC entered into a definitive business combination agreement to acquire ArcLight Clean Transition Corp. II from ArcLight CTC Holdings II, L.P., Adage Capital Management, L.P., Citadel Advisors LLC, Integrated Core Strategies (US) LLC, Barclays PLC and others in a reverse merger transaction on December 2, 2021. ArcLight will contribute the (x) the amount of cash in the trust account established by ArcLight with the proceeds from its initial public offering, 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 12.5 million shares of ArcLight common stock for a purchase price of $10 per share, for aggregate gross proceeds of $125 million to Opal in exchange for a number of units equal to the then outstanding shares of Opal common stock and Opal will issue to the ArcLight, and ArcLight will in turn distribute to Opal, Hillman RNG Investments, LLC and ARCC Beacon LLC a number of Class B Shares, par value $0.0001 per share of Opal (the “Class B Shares”), and Class D Shares, par value $0.0001 per share of 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, Hillman RNG Investments, LLC and ARCC Beacon LLC. As structure change, Each outstanding Class B ordinary share of ArcLight will become one Class A ordinary share of ArcLight, 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, each outstanding Class A ordinary share of ArcLight will become one share of Class A common Stock of Opal, each outstanding warrant to purchase one Class A ordinary share of ArcLight will become a warrant to purchase one share of Opal Common Stock. The transaction and related financings are expected to provide gross proceeds of approximately $536 million to OPAL Fuels, comprised of ArcLight's $311 million of cash held in trust, assuming no redemptions, a $125 million fully committed PIPE, anchored by NextEra Energy, an affiliate of ArcLight, Electron Capital Partners, Gunvor Group, Wellington Management and Adage Capital Management, and up to a $100 million preferred equity investment from affiliates of NextEra Energy. Post-closing, OPAL Fuels becoming a publicly listed company. The combined company will be named OPAL Fuels Inc. and remain listed on the Nasdaq Stock Exchange under the new ticker symbol “OPL.” The combined company will continue to be led by OPAL Fuels co-Chief Executive Officers Adam Comora and Jonathan Maurer. Existing shareholders of Opal Fuels LLC will hold 74% stake in combined company, ArcLight shareholders will hold 16%, NextEra Energy, Electron Capital Partners, Gunvor Group, Wellington Management and Adage Capital Management will hold 6% and ACTD founders will hold 4% shares. FORTISTAR will continue to be a majority shareholder of Opal Fuels LLC. At transaction close, OPAL HoldCo will obtain a controlling financial interest in New OPAL and indirectly retain control over OPAL Fuels through New OPAL. Upon the completion of the Business Combination, New OPAL will enter into the Tax Receivable Agreement with the persons from time to time that become a party thereto (such persons, collectively, the “ TRA Participants ”), pursuant to which New OPAL generally will be required to pay to the OPAL Fuels Common Equityholders, in the aggregate, 85% of the amount of cash tax savings, if any, in U.S. federal, state and local income tax or franchise tax that New OPAL actually realizes.

The transaction is subject to ArcLight's stockholders, the effectiveness of the Registration Statement on Form S-4, the conditional approval by Nasdaq of ArcLight's initial listing application for the New Opal Class A common stock and ArcLight having at least $5,000,001 of net tangible assets. The transaction has been unanimously approved by the Boards of Directors of each of Opal and ArcLight. As of June 28, 2022, ArcLight's registration statement on Form S-4 has been declared effective by SEC. Shareholders of ArcLight Clean Transition Corp. II have approved the business combination at the Special Meeting held on July 15, 2022. Transaction is anticipated to close upon satisfaction of all closing conditions. The transaction is expected to be completed in the second quarter of 2022. The processed will be used to put cash to balance sheet for $411 million, equity to existing shareholders of $1.5 billion, ACTD founder shares of $70 million and estimated expenses of $35 million.

BofA Securities, Inc. and Credit Suisse Securities (USA) LLC acted as the financial advisors and Andy Felner, John Booher, Jeffrey Taylor, Keith Gercken, Paul Kaufman, Peter Carson, Rena Andoh, Daniel Belzer, William Rappolt, Olivier Theard, Dmitriy Chelnitsky, John Tishler, Michael Leake, Shawn Fabian, Josh McLane, John Stigi, Niya Tang, Stephen Cohen, Hector Agdeppa, Lindsay Ferguson, Allen McConnell, Michael Chan and Malika Levarlet of Sheppard, Mullin, Richter & Hampton LLP acted as the legal advisors for Opal Fuels LLC. Citigroup Global Markets Inc. and Barclays Capital Inc. acted as the financial advisors and Doug Bacon, Julian Seiguer and Jennifer R. Gasser of Kirkland & Ellis LLP acted as the legal advisors for ArcLight Clean Transition Corp. II. Stephen M. Kotran of Sullivan & Cromwell LLP represents BofA Securities, Inc in this transaction. ArcLight will pay that firm a fee of $35,000 plus disbursements.

Opal Fuels LLC completed the acquisition of ArcLight Clean Transition Corp. II (NasdaqCM:ACTD) from ArcLight CTC Holdings II, L.P., Adage Capital Management, L.P., Citadel Advisors LLC, Integrated Core Strategies (US) LLC, Barclays PLC (LSE:BARC) and others in a reverse merger transaction on July 21, 2022. The combined entity will be renamed OPAL Fuels Inc. and commence trading on July 22, 2022, on the Nasdaq under the ticker symbol “OPAL”. OPAL Fuels' senior management team will continue to lead the now combined company, including Adam Comora (Co-Chief Executive Officer), Jonathan Maurer (Co-Chief Executive Officer), Ann Anthony (Chief Financial Officer), John Coghlin (General Counsel), Scott Edelbach (Executive Vice President), Anthony Falbo (Chief Operating Officer) and Dave Unger (Executive Vice President). New OPAL's Board of Directors will be comprised of Mark Comora (Chairman), Betsy Battle, Scott Dols, Kevin Fogarty, Marco Gatti, Nadeem Nisar, and Ashok Vemuri.


ę S&P Capital IQ 2022
Stocks mentioned in the article
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BARCLAYS PLC -0.23% 159.06 Delayed Quote.-14.94%
OPAL FUELS INC. -4.07% 7.77 Delayed Quote.-22.14%
All news about OPAL FUELS INC.
11/22Opal Fuels : Opinion on the Consolidated Financial Statements - Form 8-K
PU
11/22Opal Fuels Inc. : Other Events, Financial Statements and Exhibits (form 8-K)
AQ
11/21OPAL Fuels Inc. Announces Commencement of Exchange Offer and Consent Solicitation Relat..
AQ
11/21North American Morning Briefing: Mood Sours as -2-
DJ
11/18Opal Fuels Inc. : Other Events, Financial Statements and Exhibits (form 8-K)
AQ
11/18OPAL Fuels Inc. Announces Commencement of Exchange Offer and Consent Solicitation Relat..
BU
11/18Tudor Pickering Upgrades OPAL Fuels to Buy From Hold
MT
11/15Sector Update: Energy Stocks Mixed at Tuesday's Open
MT
11/14OPAL Fuels Posts Q3 Loss, Sales Increase
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11/14OPAL FUELS INC. Management's Discussion and Analysis of Financial Condition and Result..
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Analyst Recommendations on OPAL FUELS INC.
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Financials (USD)
Sales 2022 246 M - -
Net income 2022 11,0 M - -
Net Debt 2022 60,0 M - -
P/E ratio 2022 97,1x
Yield 2022 -
Capitalization 199 M 199 M -
EV / Sales 2022 1,05x
EV / Sales 2023 1,21x
Nbr of Employees 273
Free-Float 6,57%
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Income Statement Evolution
Consensus
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Mean consensus BUY
Number of Analysts 2
Last Close Price 7,77 $
Average target price 12,50 $
Spread / Average Target 60,9%
EPS Revisions
Managers and Directors
Adam J. Comora Co-Chief Executive Officer
Jonathan Maurer Co-Chief Executive Officer
Ann T. Anthony Chief Financial Officer
Mark S. Comora Chairman
Anthony Falbo Chief Operating Officer
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