OPAL Fuels Inc. Enters Material Definitive Agreement

TL;DR

OPAL Fuels signed a big deal, expect financial moves.

AI Summary

On March 5, 2024, OPAL Fuels Inc. entered into a Material Definitive Agreement related to a direct financial obligation. The company, formerly known as ArcLight Clean Transition Corp. II, is involved in the gas and other services industry.

Why It Matters

This filing indicates a significant new financial commitment or obligation for OPAL Fuels Inc., which could impact its financial standing and future operations.

Risk Assessment

Risk Level: medium — Entering into material definitive agreements can introduce new financial obligations or strategic shifts that carry inherent risks.

Key Players & Entities

• OPAL Fuels Inc. (company) — Registrant
• ArcLight Clean Transition Corp. II (company) — Former company name
• March 5, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.0001 — tered Class A common stock, par value $0.0001 per share OPAL The Nasdaq Stock Market
• $10.0 million — a maximum aggregate principal amount of $10.0 million (the "Revolving Loan Facility") on subs
• $85.0 million — a maximum aggregate principal amount of $85.0 million to approximately $81.0 million to accou
• $81.0 million — mount of $85.0 million to approximately $81.0 million to account for DDTL Facility borrowings
• $2.0 million — epayments of principal in the amount of $2.0 million each on the last business day of each f
• $2.5 m — dditional prepayments in the amounts of $2.5 million, $6.0 million, $10.0 million and
• $6.0 m — ayments in the amounts of $2.5 million, $6.0 million, $10.0 million and $15.0 million
• $15.0 million — illion, $6.0 million, $10.0 million and $15.0 million (each a "Target Aggregate Special Princ
• $150,000 — ry Agreement Amendment are subject to a $150,000 amendment fee paid at closing of such a

Filing Documents

• opal-20240305.htm (8-K) — 38KB
• a101opal-paragonxfirstamen.htm (EX-10.1) — 2437KB
• a102opal-paragonxfirstamen.htm (EX-10.2) — 915KB
• 0001842279-24-000003.txt ( ) — 3975KB
• opal-20240305.xsd (EX-101.SCH) — 2KB
• opal-20240305_lab.xml (EX-101.LAB) — 23KB
• opal-20240305_pre.xml (EX-101.PRE) — 13KB
• opal-20240305_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement The information provided in Item 2.03 below is incorporated herein by reference, as applicable. Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. On March 5, 2024, Paragon RNG LLC, a joint venture between OPAL Fuels Inc. and a third-party environmental solutions company ("Paragon"), as the Borrower, certain indirect subsidiaries of the Borrower as guarantors (the "Guarantors"), the lenders party thereto and Bank of Montreal as the administrative agent (the "Administrative Agent") entered into the First Amendment to Amended and Restated Credit and Guaranty Agreement (the "Credit Agreement Amendment"), and Paragon, the Administrative Agent and Wilmington Trust, National Association as collateral and depositary agent entered into the First Amendment to Depositary Agreement (the "Depositary Agreement Amendment"), with respect to the Amended and Restated Credit and Guaranty Agreement (the "Credit Agreement") and Depositary Agreement (the "Depositary Agreement") entered into on May 30, 2023. The Credit Agreement Amendment reclassifies the debt service reserve facility (the "DSR Facility") under the Credit Agreement as a revolving loan facility of up to a maximum aggregate principal amount of $10.0 million (the "Revolving Loan Facility") on substantially the same terms as the DSR Facility, with the proceeds of the Revolving Loan Facility to be used primarily to satisfy the balance to be maintained in the debt service reserve account. The Credit Agreement Amendment extends the outside date (the "Conversion Date") for completion of construction of the Emerald RNG LLC ("Emerald") (1) and Sapphire RNG LLC ("Sapphire") projects from June 30, 2024 to December 1, 2024, and requires the Borrower, prior to the Conversion Date, to maintain a debt service coverage ratio with respect to the Emerald project (the "Pre-Term Conversion Debt Service Cove

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits Exhibit Number Description 10.1 First Amendment to Amended and Restated Credit and Guaranty Agreement, dated March 5, 2024, by and among Paragon RNG LLC, as Borrower, the guarantors, the lenders party thereto, and Bank of Montreal, as administrative agent. 10.2 First Amendment to Depositary Agreement, dated March 5, 2024, by Paragon RNG LLC, as Borrower, Bank of Montreal, as administrative agent, and Wilmington Trust, National Association, as collateral agent and depositary agent. 104 Cover Page Interactive Data File (embedded within the inline XBRL document). SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: March 11, 2023 OPAL Fuels Inc. By: /s/ Scott Contino Name: Scott Contino Title: Interim Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR