NET Power and Rice Acquisition Corp. II Announce Gross Proceeds of At Least $670 million and Expect to Close Business Combination on June 8, 2023

• Gross proceeds raised of at least $670 million, including a minimum of approximately $130 million of cash-in-trust (representing approximately 40% of total cash-in-trust)
• Business combination expected to close on June 8, 2023, with NET Power expected to begin trading on the New York Stock Exchange under ticker symbol “NPWR” on June 9, 2023
• Gross proceeds from the transaction will be used to fund corporate operations through planned commercialization in 2026 and accelerate deployments of NET Power’s patented technology, including funding for SN1

June 05, 2023 07:34 AM Eastern Daylight Time DURHAM, N.C.--(BUSINESS WIRE)--NET Power, LLC (“NET Power”), an energy company whose proprietary technology delivers clean, affordable, reliable energy, and Rice Acquisition Corp. II (NYSE: RONI) (“RONI”), a publicly traded special purpose acquisition company, today announced that they expect to close their previously announced business combination on June 8, 2023. The closing is subject to receipt of RONI shareholder approval, with the RONI extraordinary general meeting of shareholders to be held on June 6, 2023. The combined company will operate as NET Power Inc. and its Class A common stock is expected to start trading on the New York Stock Exchange on June 9, 2023, under the ticker symbol “NPWR.”

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The transaction is expected to raise at least $670 million in gross proceeds through a combination of an approximately $540 million fully committed PIPE and at least $130 million of cash held in trust. The cash held in trust accounts for a maximum of approximately 60% in preliminary redemption elections and assumes none of such preliminary redemption requests are withdrawn. Redemption requests may be withdrawn until Tuesday, June 6, 2023 at 11:00 am Eastern Time.

Upon completion of the merger, NET Power will have an initial enterprise value of approximately $1.5 billion and a market capitalization in excess of $2.0 billion. The gross proceeds from this transaction will provide NET Power with ample capital to fully fund its corporate operations and grow its backlog of utility-scale power plant projects, with plant deliveries beginning in 2026.

Danny Rice, incoming NET Power CEO, states: “NET Power is uniquely positioned to deliver clean power technology that’s also reliable and affordable, and this highly successful capital raise in a turbulent market reflects the investment community’s belief in our technology and our vision to build a cleaner energy future while creating meaningful shareholder value.”

Advisors

Guggenheim Securities, LLC is acting as lead financial advisor to RONI in connection with the business combination with NET Power. Barclays Capital Inc. is also serving as financial advisor to RONI. Kirkland & Ellis LLP is serving as legal counsel to RONI. Credit Suisse Securities (USA) LLC is acting as financial advisor and capital markets advisor to NET Power. Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. is serving as legal counsel to NET Power. Barclays Capital Inc., Citigroup Global Markets Inc. and Janney Montgomery Scott LLC are acting as capital markets advisors to RONI. Barclays Capital Inc. and Citigroup Global Markets Inc. are acting as lead placement agents and Credit Suisse Securities (USA) LLC is acting as co-placement agent on the PIPE. Vinson & Elkins L.L.P. is serving as legal counsel to certain of the financial advisors, capital markets advisors and the placement agents.

About NET Power

NET Power is a clean energy technology company whose mission is to globally deploy affordable and reliable zero-emissions energy. The Company invents, develops, and licenses clean power generation technology. Founded in 2010 and headquartered in Durham, North Carolina, NET Power has received strategic investments from key industry partners including 8 Rivers, Constellation, Occidental, Baker Hughes and SK Group. For more information, please visit https://netpower.com/.

About Rice Acquisition Corp. II

Rice Acquisition Corp. II is led by Danny Rice and Kyle Derham, former executives of Rice Energy, Inc. (“RICE”) and Rice Midstream Partners (“RMP”). In 2018 and 2019, RICE and RMP merged with EQT Corporation (NYSE: EQT) and EQT’s midstream affiliates for over $10 billion to become the largest U.S. natural gas producer. Rice Acquisition Corp. led a 2021 business combination with Archaea Energy LLC and Aria Energy LLC to create Archaea Energy, Inc. (formerly NYSE: LFG), an industry-leading renewable natural gas platform that BP p.l.c. (NYSE: BP) acquired for a cash consideration of $4.1 billion in December 2022, generating a 2.6x return on investment for LFG PIPE investors in approximately one year. Danny Rice currently serves on the board of EQT. The RONI website is https://ricespac.com/rac-ii/.