Securities and Exchange Commission
Washington, D.C. 20549
Schedule 13G
(Rule 13d-102)
Information to be Included in Statements Filed Pursuant
to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed
Pursuant to § 240.13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )*
OPAL Fuels Inc.
(Name of Issuer)
Class A Common Stock, par value $0.001 per share
(Title of Class of Securities)
68347P103
(CUSIP Number)
July 21, 2022
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 68347P103 | Schedule 13G | Page 1 of 18 |
| 1 | Names of Reporting Persons Ares Partners Holdco LLC
| |
| 2 | Check the Appropriate Box if a Member of a Group |
(a) ¨ (b) ¨
|
| 3 | SEC
Use Only
| |
| 4 | Citizenship or Place of Organization
| |
| Number
of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole
Voting Power 0 |
| 6 | Shared Voting Power 3,059,533 | |
| 7 | Sole
Dispositive Power 0 | |
| 8 | Shared Dispositive Power
3,059,533
|
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,059,533
|
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable
|
| 11 | Percent
of Class Represented by Amount in Row 9 12.2%
|
| 12 | Type
of Reporting Person OO (Limited Liability Company)
|
| CUSIP No. 68347P103 | Schedule 13G | Page 2 of 18 |
| 1 | Names of Reporting Persons
| |
| 2 | Check the Appropriate Box if a Member of a Group
|
(a) ¨ (b) ¨
|
| 3 | SEC Use Only
| |
| 4 | Citizenship or Place of Organization
| |
| Number
of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0
|
| 6 | Shared Voting Power
3,059,533
|
|
| 7 | Sole Dispositive Power
0
|
|
| 8 | Shared Dispositive Power
3,059,533
|
| 9 | Aggregate
Amount Beneficially Owned by Each Reporting Person 3,059,533 |
| 10 | Check
if the Aggregate Amount in Row (9) Excludes Certain Shares Not Applicable |
| 11 | Percent
of Class Represented by Amount in Row 9 12.2% |
| 12 | Type
of Reporting Person OO (Limited Liability Company) |
| CUSIP No. 68347P103 | Schedule 13G | Page 3 of 18 |
| 1 | Names of Reporting Persons
| |
| 2 | Check the Appropriate Box if a Member of a Group
|
(a) ¨ (b) ¨
|
| 3 | SEC Use Only
| |
| 4 | Citizenship or Place of Organization
| |
| Number
of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0
|
| 6 | Shared Voting Power
3,059,533 | |
| 7 | Sole Dispositive Power
0
| |
| 8 | Shared Dispositive Power
3,059,533 |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
|
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
|
| 11 | Percent
of Class Represented by Amount in Row 9 12.2% |
| 12 | Type of Reporting Person
|
| CUSIP No. 68347P103 | Schedule 13G | Page 4 of 18 |
| 1 | Names of Reporting Persons
| |
| 2 | Check the Appropriate Box if a Member of a Group
|
(a)
¨ |
| 3 | SEC Use Only
| |
| 4 | Citizenship or Place of Organization
| |
| Number
of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0 |
| 6 | Shared Voting Power
3,059,533 | |
| 7 | Sole Dispositive Power
0 | |
| 8 | Shared Dispositive Power
3,059,533 |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
|
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
|
| 11 | Percent
of Class Represented by Amount in Row 9 12.2% |
| 12 | Type of Reporting Person
|
| CUSIP No. 68347P103 | Schedule 13G | Page 5 of 18 |
| 1 | Names of Reporting Persons
| |
| 2 | Check the Appropriate Box if a Member of a Group
|
(a)
¨ |
| 3 | SEC Use Only
| |
| 4 | Citizenship or Place of Organization
| |
| Number
of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0
|
| 6 | Shared Voting Power
3,059,533
| |
| 7 | Sole Dispositive Power
0
| |
| 8 | Shared Dispositive Power
3,059,533
|
| 9 | Aggregate
Amount Beneficially Owned by Each Reporting Person 3,059,533 |
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
|
| 11 | Percent
of Class Represented by Amount in Row 9 12.2% |
| 12 | Type of Reporting Person
|
| CUSIP No. 68347P103 | Schedule 13G | Page 6 of 18 |
| 1 | Names of Reporting Persons
| |
| 2 | Check the Appropriate Box if a Member of a Group | (a)
¨ (b) ¨ |
| 3 | SEC Use Only
| |
| 4 | Citizenship or Place of Organization
| |
| Number
of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0
|
| 6 | Shared Voting Power
3,059,533
| |
| 7 | Sole Dispositive Power
0
| |
| 8 | Shared Dispositive Power
3,059,533
|
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
|
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
|
| 11 | Percent
of Class Represented by Amount in Row 9 12.2% |
| 12 | Type of Reporting Person
|
| CUSIP No. 68347P103 | Schedule 13G | Page 7 of 18 |
| 1 | Names of Reporting Persons
| |
| 2 | Check the Appropriate Box if a Member of a Group
|
(a)
¨
|
| 3 | SEC Use Only
| |
| 4 | Citizenship or Place of Organization
| |
| Number
of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0
|
| 6 | Shared Voting Power
3,059,533
| |
| 7 | Sole Dispositive Power
0
| |
| 8 | Shared Dispositive Power
3,059,533
|
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
|
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
|
| 11 | Percent
of Class Represented by Amount in Row 9 12.2% |
| 12 | Type of Reporting Person
|
| CUSIP No. 68347P103 | Schedule 13G | Page 8 of 18 |
| 1 | Names of Reporting Persons
| |
| 2 | Check the Appropriate Box if a Member of a Group
|
(a)
¨ |
| 3 | SEC Use Only
| |
| 4 | Citizenship or Place of Organization
| |
| Number
of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0
|
| 6 | Shared Voting Power
3,059,533
| |
| 7 | Sole Dispositive Power
0
| |
| 8 | Shared Dispositive Power
3,059,533
|
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
|
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
|
| 11 | Percent
of Class Represented by Amount in Row 9 12.2% |
| 12 | Type of Reporting Person
|
| CUSIP No. 68347P103 | Schedule 13G | Page 9 of 18 |
| 1 | Names of Reporting Persons Ares Capital Corporation
| |
| 2 | Check the Appropriate Box if a Member of a Group |
(a) ¨ (b) ¨
|
| 3 | SEC
Use Only
| |
| 4 | Citizenship or Place of Organization
| |
| Number
of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power 0 |
| 6 | Shared Voting Power 3,059,533 | |
| 7 | Sole Dispositive Power 0 | |
| 8 | Shared Dispositive Power
3,059,533
|
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,059,533
|
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable
|
| 11 | Percent
of Class Represented by Amount in Row 9 12.2%
|
| 12 | Type
of Reporting Person CO
|
| CUSIP No. 68347P103 | Schedule 13G | Page 10 of 18 |
| 1 | Names of Reporting Persons ARCC Beacon LLC
| |
| 2 | Check the Appropriate Box if a Member of a Group |
(a) ¨ (b) ¨
|
| 3 | SEC
Use Only
| |
| 4 | Citizenship or Place of Organization
| |
| Number
of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power 0 |
| 6 | Shared Voting Power 3,059,533 | |
| 7 | Sole Dispositive Power 0 | |
| 8 | Shared Dispositive Power
3,059,533
|
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,059,533
|
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable
|
| 11 | Percent
of Class Represented by Amount in Row 9 12.2%
|
| 12 | Type
of Reporting Person OO (Limited Liability Company)
|
| CUSIP No. 68347P103 | Schedule 13G | Page 11 of 18 |
| ITEM 1. | (a) | Name of Issuer: |
OPAL Fuels Inc. (the “Issuer”).
| (b) | Address of Issuer’s Principal Executive Offices: |
One North Lexington Avenue, 14th Floor, White Plains, NY 10601.
| ITEM 2. | (a) | Name of Person Filing: |
Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.” This statement is filed on behalf of:
| 1. | Ares Partners Holdco LLC (“Ares Partners”) |
| 2. | Ares Management GP LLC (“Ares Management GP”) |
| 3. | Ares Voting LLC (“Ares Voting”) |
| 4. | Ares Management Corporation (“Ares Management”) |
| 5. | Ares Holdco LLC (“Ares Holdco”) |
| 6. | Ares Management Holdings L.P. (“Ares Management Holdings”) |
| 7. | Ares Management LLC |
| 8. | Ares Capital Management LLC (“Ares Capital Management”) |
| 9. | Ares Capital Corporation (“Ares Capital”) |
| 10. | ARCC Beacon LLC (“ARCC Beacon”) |
| (b) | Address or Principal Business Office: |
The address for each of ARCC Beacon, Ares Capital and Ares Capital Management is 356 Park Avenue, 44th Floor, New York, NY 10167. The address for each of the other Reporting Persons is c/o Ares Management LLC, 2000 Avenue of the Stars, 12th Floor, Los Angeles, CA 90067.
| (c) | Citizenship of each Reporting Person is: |
Ares Capital is organized under the laws of the State of Maryland. Each of the other Reporting Persons is organized under the laws of the State of Delaware.
| (d) | Title of Class of Securities: |
Class A Common Stock, par value $0.001 per share (the “Class A Common Stock”).
| (e) | CUSIP Number: |
68347P103
| CUSIP No. 68347P103 | Schedule 13G | Page 12 of 18 |
| ITEM 3. |
Not applicable.
| ITEM 4. | Ownership. |
(a-c)
The ownership information presented below represents beneficial ownership of Class A Common Stock of the Issuer as of the date hereof, based upon 25,171,390 shares of the Class A Common Stock issued and outstanding as of July 21, 2022, as disclosed in the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 27, 2022.
| Reporting Person | Amount beneficially owned: | Percent of class: | Sole
power to vote or to direct the vote: | Shared
power to vote or to direct the vote: | Sole
power to of: | Shared | ||||||||||||||||||
| Ares Partners Holdco LLC | 3,059,533 | 12.2 | % | 0 | 3,059,533 | 0 | 3,059,533 | |||||||||||||||||
| Ares Management GP LLC | 3,059,533 | 12.2 | % | 0 | 3,059,533 | 0 | 3,059,533 | |||||||||||||||||
| Ares Voting LLC | 3,059,533 | 12.2 | % | 0 | 3,059,533 | 0 | 3,059,533 | |||||||||||||||||
| Ares Management Corporation | 3,059,533 | 12.2 | % | 0 | 3,059,533 | 0 | 3,059,533 | |||||||||||||||||
| Ares Holdco LLC | 3,059,533 | 12.2 | % | 0 | 3,059,533 | 0 | 3,059,533 | |||||||||||||||||
| Ares Management Holdings L.P. | 3,059,533 | 12.2 | % | 0 | 3,059,533 | 0 | 3,059,533 | |||||||||||||||||
| Ares Management LLC | 3,059,533 | 12.2 | % | 0 | 3,059,533 | 0 | 3,059,533 | |||||||||||||||||
| Ares Capital Management LLC | 3,059,533 | 12.2 | % | 0 | 3,059,533 | 0 | 3,059,533 | |||||||||||||||||
| Ares Capital Corporation | 3,059,533 | 12.2 | % | 0 | 3,059,533 | 0 | 3,059,533 | |||||||||||||||||
| ARCC Beacon LLC | 3,059,533 | 12.2 | % | 0 | 3,059,533 | 0 | 3,059,533 | |||||||||||||||||
The securities reported herein are held of record by ARCC Beacon.
Ares Partners is the sole member of each of Ares Voting and Ares Management GP, which are respectively the holders of the Class B and Class C common stock of Ares Management, which common stock allows them, collectively, to generally have the majority of the votes on any matter submitted to the stockholders of Ares Management if certain conditions are met. Ares Management is the sole member of Ares Holdco, which is the general partner of Ares Management Holdings, which is the sole member of Ares Management LLC, which is the sole member of Ares Capital Management, which is the manager of Ares Capital, which is the sole member of ARCC Beacon. Accordingly, each of the foregoing entities may be deemed to share beneficial ownership of the securities held of record by ARCC Beacon, but each disclaims any such beneficial ownership.
Ares Partners is managed by a board of managers, which is composed of Michael J. Arougheti, Ryan Berry, R. Kipp deVeer, David B. Kaplan, Antony P. Ressler and Bennett Rosenthal (collectively, the “Board Members”). Mr. Ressler generally has veto authority over Board Members’ decisions. Each of these individuals disclaims beneficial ownership of the securities that may be deemed to be beneficially owned by Ares Partners.
| CUSIP No. 68347P103 | Schedule 13G | Page 13 of 18 |
| ITEM 5. | Ownership of Five Percent or Less of a Class. |
Not applicable.
| ITEM 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable.
| ITEM 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. |
Not applicable.
| ITEM 8. | Identification and Classification of Members of the Group. |
Not applicable.
| ITEM 9. | Notice of Dissolution of Group. |
Not applicable.
| ITEM 10. | Certification. |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
| CUSIP No. 68347P103 | Schedule 13G | Page 14 of 18 |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: August 1, 2022
| ARCC Beacon LLC | ||
| Signed: | /s/ Joshua M. Bloomstein | |
| Name: | Joshua M. Bloomstein | |
| Title: | Authorized Signatory | |
Ares Capital Corporation | ||
| Signed: | /s/ Joshua M. Bloomstein | |
| Name: | Joshua M. Bloomstein | |
| Title: | Authorized Signatory | |
| Ares Capital Management LLC | ||
| Signed: | /s/ Joshua M. Bloomstein | |
| Name: | Joshua M. Bloomstein | |
| Title: | Authorized Signatory | |
| Ares Management LLC | ||
| Signed: | /s/ Naseem Sagati Aghili | |
| Name: | Naseem Sagati Aghili | |
| Title: | Authorized Signatory | |
| Ares Management Holdings L.P. | ||
| By: Ares Holdco LLC, its general partner | ||
| Signed: | /s/ Naseem Sagati Aghili | |
| Name: | Naseem Sagati Aghili | |
| Title: | Authorized Signatory | |
| Ares Holdco LLC | ||
| Signed: | /s/ Naseem Sagati Aghili | |
| Name: | Naseem Sagati Aghili | |
| Title: | Authorized Signatory | |
| Ares Management Corporation | ||
| Signed: | /s/ Naseem Sagati Aghili | |
| Name: | Naseem Sagati Aghili | |
| Title: | Authorized Signatory | |
| CUSIP No. 68347P103 | Schedule 13G | Page 15 of 18 |
| Ares Voting LLC | ||
| By: Ares Partners Holdco LLC, its sole member | ||
| Signed: | /s/ Naseem Sagati Aghili | |
| Name: | Naseem Sagati Aghili | |
| Title: | Authorized Signatory | |
| Ares Management GP LLC | ||
| Signed: | /s/ Naseem Sagati Aghili | |
| Name: | Naseem Sagati Aghili | |
| Title: | Authorized Signatory | |
| Ares Partners Holdco LLC | ||
| Signed: | /s/ Naseem Sagati Aghili | |
| Name: | Naseem Sagati Aghili | |
| Title: | Authorized Signatory | |
| CUSIP No. 68347P103 | Schedule 13G | Page 16 of 18 |
LIST OF EXHIBITS
| Exhibit No. | Description | |
| 99 | Joint Filing Agreement |
| CUSIP No. 68347P103 | Schedule 13G | Page 17 of 18 |
Exhibit 99
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that they are jointly filing this statement on Schedule 13G. Each of them is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of August 1, 2022.
| ARCC Beacon LLC | ||
|
Signed: |
/s/ Joshua M. Bloomstein | |
| Name: | Joshua M. Bloomstein | |
| Title: | Authorized Signatory | |
| Ares Capital Corporation | ||
|
Signed: |
/s/ Joshua M. Bloomstein | |
| Name: | Joshua M. Bloomstein | |
| Title: | Authorized Signatory | |
|
Ares Capital Management LLC | ||
|
Signed: |
/s/ Joshua M. Bloomstein | |
| Name: | Joshua M. Bloomstein | |
| Title: | Authorized Signatory | |
|
Ares Management LLC | ||
|
Signed: |
/s/ Naseem Sagati Aghili | |
| Name: | Naseem Sagati Aghili | |
| Title: |
Authorized Signatory | |
|
| ||
| Ares Management Holdings L.P. | ||
| By: Ares Holdco LLC, its general partner | ||
| Signed: | /s/ Naseem Sagati Aghili | |
| Name: | Naseem Sagati Aghili | |
| Title: | Authorized Signatory | |
| CUSIP No. 68347P103 | Schedule 13G | Page 18 of 18 |
| Ares Holdco LLC | ||
| Signed: | /s/ Naseem Sagati Aghili | |
| Name: | Naseem Sagati Aghili | |
| Title: | Authorized Signatory | |
| Ares Management Corporation | ||
| Signed: | /s/ Naseem Sagati Aghili | |
| Name: | Naseem Sagati Aghili | |
| Title: | Authorized Signatory | |
|
Ares Voting LLC By: Ares Partners Holdco LLC, its sole member | ||
| Signed: | /s/ Naseem Sagati Aghili | |
| Name: | Naseem Sagati Aghili | |
| Title: | Authorized Signatory | |
| Ares Management GP LLC | ||
| Signed: | /s/ Naseem Sagati Aghili | |
| Name: | Naseem Sagati Aghili | |
| Title: | Authorized Signatory | |
| Ares Partners Holdco LLC | ||
| Signed: | /s/ Naseem Sagati Aghili | |
| Name: | Naseem Sagati Aghili | |
| Title: | Authorized Signatory | |