SAN FRANCISCO—Covington advised LanzaTech NZ, Inc. in its business combination transaction with AMCI Acquisition Corp. II, a publicly-traded special purpose acquisition company. The transaction implies a combined pro forma enterprise value of approximately $1.8 billion and a pro forma equity value of approximately $2.2 billion, and is expected to close in the third quarter of 2022.
The transaction is expected to raise gross proceeds of approximately $275 million, comprised of AMCI's $150 million of cash held in trust (assuming no redemptions by AMCI's public stockholders) and a committed common equity PIPE of approximately $125 million, at $10.00 per share. LanzaTech stockholders will roll 100% of their equity holdings into common stock of the new public combined company in exchange for their LanzaTech shares.
Founded in 2005, LanzaTech is a Carbon Capture and Transformation company combining synthetic biology and engineering to transform waste carbon into materials and high-value products representing a total addressable market opportunity of over $1 trillion, including sustainable fuels, fabrics, and packaging that people use in their daily lives.
AMCI Acquisition Corp. II is a blank check company formed for the purpose of effecting a merger with a business focused on decarbonizing the heavy industrial complex and transitioning the global energy mix to a lower carbon footprint. AMCI invests in and operates industrial businesses focused on natural resources, transportation, infrastructure, metals, and energy. AMCI has now invested over $1.7 billion in 40 industrial companies and has an existing portfolio consisting of 21 companies located around the world.
The Covington team was led by Scott Anthony, Denny Kwon, Gustavo Akkerman, Scott Israelite, Mengxi Zhu, and Joseph Roy (mergers and acquisitions), Kerry Burke, Brian Rosenzweig, Lilit Kazangyan, Julie Plyler, Sebastian Marotta, and Nicholas Halliburton (securities), Christen Sewell and Molly Ramsden (employment benefits), Brandon Palmen (intellectual property), Kevin Zaragoza, and Abigail Hopper (tax), James O’Connell, Stacy Kobrick, and Wesley Lepla (antitrust), Thomas Brugato (environmental), Heather Haberl (real estate), Lindsey Tonsager and Moriah Daugherty (privacy), Justin Schenck (trade controls), and Mona Patel (compliance).
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