OPAL Fuels (NASDAQ:OPAL), which combined with ArcLight Clean Transition Corp. II in July, announced this morning that has launched an offer to exchange all public and private placement warrants for 0.25 Class A shares each.
The company’s stock last closed at $8, and is up +2.5% in early trading despite the dilution would accompany the exchange. OPAL warrants (NASDAQ:OPALW), meanwhile, are up about +51% to $1.81. The company said in its press release that it is making the move now to simplify its capital structure and provide it with more flexibility moving forward.
Warrant holders are also asked to vote on a change to the warrant agreement that would automatically exchange any remaining warrants for 0.225 shares, or 10% less, once the exchange window has closed on December 16. OPAL has already secured the affirmative votes of 53.3% of outstanding warrants and needs 65% for this amendment to pass. As a result, only 11.7% of holders are needed to consent to the amendment in order for it to pass.
Private placement warrants currently make up 59.7% of the 15,446,494 warrants outstanding. The exchange is expected to create up to 3,861,623 new shares, joining 25,671,390 Class A shares and 144,399,037 Class D shares outstanding.
White Plains, New York-based OPAL produces and distributes renewable natural gas and electricity from biomethane sources and it is trading in the top 20 of companies that de-SPAC’d in 2022. It expects to generate between $60 million and $63 million in EBITDA in full year 2022.
ADVISORS
- BofA Securities as the dealer manager for the Offer and Consent Solicitation
- D.F. King & Co., Inc. has been appointed as the information agent for the Offer and Consent Solicitation
- Continental Stock Transfer & Trust Company has been appointed as the exchange agent
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