Statement of Ownership (sc 13g)
02 August 2022 - 7:12AM
Edgar (US Regulatory)
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
Delaware
|
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
Ares Management GP LLC
|
| 2 |
Check the Appropriate Box if a Member of a Group
|
(a)
¨
(b)
¨
|
| 3 |
SEC Use Only
|
| 4 |
Citizenship or Place of Organization
Delaware
|
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
Ares Voting LLC
|
| 2 |
Check the Appropriate Box if a Member of a Group
|
(a)
¨
(b)
¨
|
| 3 |
SEC Use Only
|
| 4 |
Citizenship or Place of Organization
Delaware
|
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
4 of 18 |
| 1 |
Names of Reporting Persons
Ares Management Corporation
|
| 2 |
Check the Appropriate Box if a Member of a Group
|
(a)
¨
(b) ¨
|
| 3 |
SEC Use Only
|
| 4 |
Citizenship or Place of Organization
Delaware
|
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
5 of 18 |
| 1 |
Names of Reporting Persons
Ares 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
Delaware
|
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
6 of 18 |
| 1 |
Names of Reporting Persons
Ares Management Holdings L.P.
|
| 2 |
Check
the Appropriate Box if a Member of a Group |
(a)
¨
(b) ¨
|
| 3 |
SEC Use Only
|
| 4 |
Citizenship or Place of Organization
Delaware
|
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
PN
|
| CUSIP No. 68347P103 |
Schedule
13G |
Page
7 of 18 |
| 1 |
Names of Reporting Persons
Ares Management LLC
|
| 2 |
Check the Appropriate Box if a Member of a Group
|
(a)
¨
(b) ¨
|
| 3 |
SEC Use Only
|
| 4 |
Citizenship or Place of Organization
Delaware
|
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
8 of 18 |
| 1 |
Names of Reporting Persons
Ares Capital Management LLC
|
| 2 |
Check the Appropriate Box if a Member of a Group
|
(a)
¨
(b) ¨
|
| 3 |
SEC Use Only
|
| 4 |
Citizenship or Place of Organization
Delaware
|
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
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
Maryland
|
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
Delaware
|
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”) |
| 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”).
68347P103
| CUSIP No. 68347P103 | Schedule
13G | Page
12 of 18 |
Not applicable.
(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
dispose or to
direct the
disposition of: | | |
Shared
power to
dispose or
to direct
the
disposition
of: | |
| 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.
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 |
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