NET Power And Rice Acquisition Corp. II Secure $50M PIPE Commitment From SK Group And Announce Intent To Form Joint Venture To Accelerate Deployment Of NET Power Plants In Asia
- NET Power adds another strategic investor in SK and increases total committed capital to $560 million for the proposed business combination with RONI
- NET Power-SK proposed Joint Venture expected to leverage SK's regional expertise to catalyze development of NET Power plants in Asia
NET Power, LLC ("NET Power") and Rice Acquisition Corp. II (NYSE:RONI) ("RONI") today announced a $50 million PIPE commitment from SK Group ("SK") in connection with NET Power's and RONI's proposed business combination. The groups also announced their intent to establish a NET Power-SK Joint Venture to pursue the origination and development of utility-scale NET Power plants across Asia.
The proposed NET Power-SK Joint Venture is expected to utilize NET Power's patented oxy-combustion supercritical CO2 power cycle with SK's regional footprint and project development expertise to deploy clean, reliable and low-cost power across key Asian markets. Project origination and development work are expected to include activities such as site selection, supply and offtake contracting, financing and permitting.
Danny Rice, the incoming CEO of NET Power, emphasized the importance of decarbonizing Asian power generation to achieve global emissions goals. "Asian power generation, which is primarily fueled by coal, accounts for nearly 25% of global emissions," he said. "We believe that NET Power possesses the most cost-effective technology for decarbonizing fossil fuel-based power generation, and we are thrilled to partner with SK to deploy our NET Power plants on a large scale throughout Asia. SK is one of the largest and most respected conglomerates globally, and combining our expertise with their resources could accelerate our deployment in one of the largest markets for NET Power, and undoubtedly the most critical market for the planet."
"NET Power's technology is expected to help SK accomplish our pledge to achieve carbon net-zero across all businesses by 2050. Deploying NET Power plants throughout Asia is an important step forward in decarbonizing the region and ending a prevailing dependence on high-carbon intensity baseload power generation," said SK Inc. Materials President Young-wook Lee.
The new investment from SK brings the expected investment in NET Power to $895 million, consisting of approximately $345 million from RONI's trust account (assuming no redemptions), approximately $540 million from the PIPE raised entirely at $10.00 per share of common stock and $10 million from interim financing from an existing owner of NET Power to support its operations through the closing of the business combination. Assuming no RONI shareholders exercise their redemption rights, the combined company is expected to have a market capitalization in excess of $2.0 billion.
NET Power and SK expect to each own a 50% stake in the common equity of the NET Power-SK Joint Venture, which is subject to negotiation and execution of definitive documentation.
As previously disclosed, NET Power expects to need only $200 million of net proceeds from the business combination and the PIPE to fully fund corporate operations through commercialization of SN1, which is expected to be operational in 2026. The anticipated net proceeds above $200 million are expected to support SN1 capital needs and future commercial origination efforts.
Expected Sources & Uses
SOURCES |
$mm |
|
Cash in RONI Trust (1) |
$335 |
|
Rice Friends & Family Investment (2) |
$125 |
|
OXY Investment (3) |
$350 |
|
Additional PIPE Investments (4) |
$85 |
|
NET Power Equity Rollover (5) |
$1,362 |
|
TOTAL SOURCES |
$2,257 |
|
USES |
$mm |
|
NET Power Equity Rollover (5) |
$1,362 |
|
Cash to Pro Forma Balance Sheet (6) |
$860 |
|
Transaction Fees and Expenses |
$35 |
|
TOTAL USES |
$2,257 |
|
Illustrative Pro Forma Valuation
|
in mm except Share Price |
|
Share Price |
$10.00 |
|
(x) Pro Forma Shares Outstanding (7) |
232 |
|
PRO FORMA EQUITY VALUE |
$2,323 |
|
Plus: Pro Forma Debt |
$0 |
|
Less: Pro Forma Cash (6) |
($860 |
) |
PRO FORMA ENTERPRISE VALUE |
$1,463 |
|
Illustrative Pro Forma Ownership
SHAREHOLDER |
SHARES (mm) |
|
% |
|
NET Power Existing Shareholders & Employee Options (8) |
177 |
71 |
% |
|
Public Shareholders (9) |
36 |
|
15 |
% |
Rice Friends and Family (incl. sponsor shares) (10) |
19 |
|
8 |
% |
TOTAL PRO FORMA SHARES OUTSTANDING (7) |
232 |
|
94 |
% |
FULLY DILUTED PRO FORMA SHARES OUTSTANDING (11) |
248 |
|
100 |
% |
Note: Amounts and percentages may not add up due to rounding. | ||
(1) |
Assumes no RONI shareholders exercise redemption rights. Excludes the Rice family's $10mm IPO investment. See footnote (2). Excludes interest earned on investments held in trust account. |
|
(2) |
Rice Friends & Family includes non-redemption agreement for the Rice family's $10mm IPO investment and an incremental $115mm investment via PIPE. |
|
(3) |
$350mm Oxy investment includes $10mm pre-funded to support NET Power's operations through transaction close. |
|
(4) |
Includes $50mm PIPE commitment from SK Group. |
|
(5) |
Rollover equity excludes $10mm Oxy investment pre-funded to support NET Power's operations through transaction close. |
|
(6) |
Cash to Pro Forma Balance Sheet includes $10mm Oxy investment pre-funded to support NET Power's operations through transaction close. |
|
(7) |
Pro Forma Shares Outstanding (i) excludes 1.0mm sponsor shares subject to a pro-rata earn-out at $12, $14 and $16 per share, (ii) excludes between 6.3mm and 12.5mm shares to be issued to Baker Hughes associated with funding of the Joint Development Agreement, (iii) excludes up to 2.1mm shares to be issued to Baker Hughes as "bonus shares" associated with achieving certain milestones as part of the Joint Development Agreement, (iv) excludes 10.9mm private warrants with a $11.50/share strike price and (v) excludes 8.6mm public warrants with a $11.50/share strike price. |
|
(8) |
NET Power Existing Shareholders & Employee Options figure includes shares to be received pursuant to PIPE, including by owners of NET Power existing shareholders, such as SK. |
|
(9) |
Public Shareholders figure includes 2.5mm PIPE shares of non-affiliates. |
|
(10) |
RONI sponsor restructured its founder shares to better align interests with new investors including a forfeiture of 1.0mm sponsor shares, placing 1.0mm sponsor shares at-risk to share price increases and locking up 1.6mm sponsor shares for 3-years subject to early release at higher share price thresholds. |
|
(11) |
Includes shares described in subsections (i) through (iii) of footnote 7 (i.e., excludes shares underlying public and private warrants). |