8-K
filed April 24, 2023, 7:59 PM ET
ticker NPWR
CIK 0001845437
M&A
confidence high
sentiment positive
materiality 0.85
RONI secures $275M additional PIPE from Occidental and Rice family for NET Power deal
NET Power Inc.
- Occidental increases PIPE commitment by $250M to $350M total; Rice family adds $25M to $125M total.
- Total committed PIPE now $500M; expected gross proceeds to NET Power ~$845M including $345M trust (no redemptions).
- Pro forma ownership: Occidental ~39%; combined company expected market cap >$2.0B.
- BCA amended: board expands to 10 directors; Occidental gains right to designate 3 directors (up from 2).
- SN1 project near Odessa, TX: FEED commenced, expected operational in 2026; Occidental to offtake clean power and manage CO2.
Key facts
Extracted from this filing and checked against the source text.
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
NET Power Inc. entered into OXY PIPE Subscription Agreement with OLCV NET Power, LLC (OXY) valued at $250.0 million (effective 2023-04-23).
- Action
- entry
- Agreement
- equity purchase
- Counterparty
- OLCV NET Power, LLC (OXY)
- Value
- $250.0 million
- Effective
- 2023-04-23
Exact text from the filing
On April 23, 2023, RONI and OLCV NET Power, LLC, a Delaware limited liability company and one of the 2022 PIPE Investors who is also a holder of NET Power equity ("OXY"), entered into a subscription agreement (the "OXY PIPE Subscription Agreement"), pursuant to which, among other things, OXY agreed to subscribe for and purchase, and RONI has agreed to issue and sell to OXY 25,000,000 shares of Class A Common Stock for a purchase price of $250.0 million, on the terms and subject to the conditions set forth therein (the "OXY PIPE Financing").
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
NET Power Inc. entered into a equity purchase with four trusts, the beneficiaries of which are members of the Rice family valued at aggregate purchase price of $25.0 million (effective 2023-04-23).
- Action
- entry
- Agreement
- equity purchase
- Counterparty
- four trusts, the beneficiaries of which are members of the Rice family
- Value
- aggregate purchase price of $25.0 million
- Effective
- 2023-04-23
Exact text from the filing
Also on April 23, 2023, four trusts, the beneficiaries of which are members of the Rice family (together with OXY, the "2023 PIPE Investors"), have agreed to subscribe for and purchase, and RONI agreed to issue and sell to them, an aggregate of 2,500,000 shares of Class A Common Stock for an aggregate purchase price of $25.0 million, pursuant to a subscription agreement between each such trust and RONI, o n the terms and subject to the conditions set forth therein (together with the OXY 2023 PIPE Financing, the "2023 PIPE Financing").
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
NET Power Inc. amended First Amendment to the Business Combination Agreement with RONI Buyer and NET Power (effective 2023-04-23).
- Action
- amendment
- Agreement
- merger
- Counterparty
- RONI Buyer and NET Power
- Effective
- 2023-04-23
Exact text from the filing
On April 23, 2023, in connection with the entry into the OXY Subscription Agreements, RONI Buyer and NET Power entered into the First Amendment to the Business Combination Agreement (the "BCA Amendment"; the Original Business Combination Agreement, as amended by the BCA Amendment, the "Business Combination Agreement").
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
NET Power Inc. entered into OXY Interim Financing Subscription Agreement with OLCV NET Power, LLC (OXY) valued at $10.0 million (effective 2023-04-23).
- Action
- entry
- Agreement
- equity purchase
- Counterparty
- OLCV NET Power, LLC (OXY)
- Value
- $10.0 million
- Effective
- 2023-04-23
Exact text from the filing
In addition to such subscription, on April 23, 2023, OXY entered into a subscription agreement with NET Power (the "OXY Interim Financing Subscription Agreement" and, together with the OXY PIPE Subscription Agreement, the "OXY Subscription Agreements"), pursuant to which OXY agreed to purchase, and NET Power agreed to issue, 31,328 NET Power units to OXY for a purchase price of $10.0 million, which will ultimately convert into 1,000,000 Class A Units of RONI Opco and an equivalent number of shares of Class B common stock, par value $0.0001 per share, of RONI upon consummation of the transactions contemplated by the Business Combination Agreement.
View on SEC.gov
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