DUBLIN--(BUSINESS WIRE)--The "The Global Market for Biofuels to 2033" report has been added to ResearchAndMarkets.com's offering.

Renewable energy sources can be converted directly into biofuels. There has been a huge growth in the production and usage of biofuels as substitutes for fossil fuels. Due to the declining reserve of fossil resources as well as environmental concerns, and essential energy security, it is important to develop renewable and sustainable energy and chemicals.

The use of biofuels manufactured from plant-based biomass as feedstock would reduce fossil fuel consumption and consequently the negative impact on the environment. Renewable energy sources cover a broad raw material base, including cellulosic biomass (fibrous and inedible parts of plants), waste materials, algae, and biogas.

The Global Market for Biofuels covers biobased fuels, bio-diesel, renewable diesel, sustainable aviation fuels (SAFs), biogas, electrofuels (e-fuels), green ammonia based on utilization of:

• First-Generation Feedstocks (food-based) e.g. Waste oils including used cooking oil, animal fats, and other fatty acids.
• Second-Generation Feedstocks (non-food based) e.g. Lignocellulosic wastes and residues, Energy crops, Agricultural residues, Forestry residues, Biogenic fraction of municipal and industrial waste.
• Third-Generation Feedstocks e.g. algal biomass
• Fourth-Generation Feedstocks e.g. genetically modified (GM) algae and cyanobacteria.

Report contents include:

• Market trends and drivers
• Market challenges
• Biofuels costs, now and estimated to 2033.
• Biofuel consumption to 2033.
• Market analysis including key players, end use markets, production processes, costs, production capacities, market demand for biofuels, bio-jet fuels, biodiesel, biobased alcohol fuels, renewable diesel, biogas, electrofuels, green ammonia and other relevant technologies.
• Production and synthesis methods.
• Biofuel industry developments and investments 2020-2022.
• 119 company profiles including BTG Bioliquids, Byogy Renewables, Caphenia, Enerkem, Infinium. Eni S.p.A., Ensyn, FORGE Hydrocarbons Corporation, Fulcrum Bioenergy, Genecis Bioindustries, Gevo, Haldor Topsoe, Opera Bioscience, Steeper Energy, SunFire GmbH, Vertus Energy and many more.

Key Topics Covered:

1 RESEARCH METHODOLOGY

2 EXECUTIVE SUMMARY

3 INDUSTRY DEVELOPMENTS 2020-2022

4 BIOFUELS

5 HYDROCARBON BIOFUELS

6 ALCOHOL FUELS

7 BIOFUEL FROM PLASTIC WASTE AND USED TIRES

8 ELECTROFUELS (E-FUELS)

9 ALGAE-DERIVED BIOFUELS

10 GREEN AMMONIA

11 COMPANY PROFILES (119 company profiles)

12 REFERENCES

For more information about this report visit https://www.researchandmarkets.com/r/no8r98

ResearchAndMarkets.com
Laura Wood, Senior Press Manager
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Acquisition Positions NRG as the Leading Essential Home Services Provider, Accelerating Growth Plan

HOUSTON & PROVO, Utah--(BUSINESS WIRE)--NRG Energy, Inc. (NYSE: NRG) and Vivint Smart Home, Inc. (NYSE: VVNT) today announced they have entered into a definitive agreement under which NRG will acquire Vivint for $12 per share or $2.8 billion in an all-cash transaction with an implied multiple of 6.3x run-rate Enterprise Value to Adjusted EBITDA. The agreement has been unanimously approved by the boards of directors of both companies.

Vivint Smart Home is a leading smart home platform company whose mission is to help its nearly two million customers live intelligently by providing them with technology, products, and services to create a smarter, more efficient, and safer home. Vivint delivers an engaging customer experience through multiple devices united into a single expandable platform that incorporates artificial intelligence and machine learning into its operating system. The company’s vertically integrated business model includes hardware, software, sales, installation, support, and professional monitoring, enabling superior customer experiences and a complete end-to-end smart home experience.

The acquisition accelerates the realization of NRG’s consumer-focused growth strategy and creates the leading essential home services platform fueled by market-leading brands, unparalleled insights, proprietary technologies, and complementary sales channels. The transaction improves and diversifies NRG’s financial profile while also expanding the total market opportunity available to NRG. The annual run-rate Adjusted EBITDA, inclusive of $100 million of run-rate synergies, is $835 million.¹

“Last year at our Investor Day, we presented our strategic roadmap to becoming the leading provider of essential services for homes and businesses, informed by consumer trends and underpinned by disciplined execution,” said Mauricio Gutierrez, President and CEO of NRG. “The acquisition of Vivint is a transformational step in achieving our vision. Customers want simple, connected, and customized experiences that provide peace of mind. Vivint’s smart home technology strengthens our retail platform, improves our customer experience, and increases customer lifetime value. I am excited to welcome Vivint to the NRG family.”

“We are pleased to announce a transaction that delivers immediate and compelling cash value to Vivint’s stockholders while also presenting significant opportunities to drive our company’s continued success in the years to come,” said David Bywater, CEO of Vivint Smart Home. “Our agreement with NRG is the culmination of our Board’s ongoing pursuit of maximizing value for Vivint stockholders and is a testament to the strength of the Vivint brand, capabilities, and proven industry leadership. We look forward to working with NRG to create exciting opportunities for Vivint as part of a larger platform. On behalf of our Board and management team, I thank the hard-working Vivint employees for the significant role they have played in this important milestone.”

Strategic and Financial Benefits

• Establish the Leading Provider of Essential Home Services
  The combined company will be the leading essential home solutions provider, with an extensive network of approximately 7.4 million customers across North America, that represents a substantial cross-sell opportunity through market-leading brands and complementary sales channels.
• Strengthen Core Platform
  The combined company forms a unique end-to-end ecosystem driven by unparalleled data and insights, resulting in a unified customer experience with a high level of engagement.
• Improve Financial Profile
  The transaction will improve and diversify NRG’s financial profile with more predictable earnings through Vivint’s subscription-based model and long customer tenure (nine years).
• Maintain Disciplined Capital Allocation
  The transaction exceeds NRG’s investment hurdle rates and is in line with its long-term free cash flow before growth per share growth target.
• Leverage Successful Integration Track Record
  NRG has a proven track record of integration and synergy realization across a number of acquisitions, including Direct Energy, Stream, and Xoom.

Financial Terms

NRG will acquire 100% of the outstanding equity of Vivint for a total transaction value of $5.2 billion, which consists of approximately $2.8 billion in cash and the assumption of $2.4 billion of debt (net of cash), which benefits from attractive terms and pricing. This consideration represents a premium of approximately 33% to Vivint’s closing share price on December 5, 2022.

Capital Allocation Update

NRG’s capital allocation strategy will continue to opportunistically balance its growth, return of capital, and balance sheet objectives. NRG intends to complete its existing $1 billion share repurchase program over the near term, of which $360 million was remaining as of November 30, 2022. In 2023, NRG expects to use its excess free cash flow to fund the Vivint acquisition, reduce acquisition-related debt, and maintain its common stock dividend growth policy. In 2024, the Company intends to return to its 50% return of capital / 50% growth capital allocation policy. NRG remains highly committed to its dividend growth policy, which remains unchanged from previous guidance.

Management remains committed to maintaining its strong balance sheet and credit ratings. The Company expects to achieve its investment grade credit metrics target of 2.50-2.75x Net Debt / Adjusted EBITDA by late 2025 to 2026 through the combination of debt reduction and growth.

Approvals and Time to Close

The transaction is expected to close in the first quarter of 2023 and is subject to customary closing conditions, including the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. Following the execution of the definitive agreement, Vivint stockholders holding approximately 59% of the issued and outstanding shares of Vivint’s Class A common stock executed and delivered to Vivint written consents adopting and approving the transaction. No further action by Vivint stockholders is required to approve the transaction.

Upon completion of the transaction, NRG intends to maintain a significant presence in Utah.

Advisors

Goldman Sachs & Co. LLC is serving as NRG’s exclusive financial advisor. Goldman Sachs Bank USA is providing fully committed financing. White & Case LLP is serving as legal counsel to NRG.

J.P. Morgan Securities LLC is serving as Vivint’s exclusive financial advisor. Simpson Thacher & Bartlett LLP is serving as legal counsel to Vivint.

Investor Call

On December 6, 2022, NRG and Vivint will host a conference call at 8:00 a.m. Eastern Time (7:00 a.m. Central Time) to discuss this announcement. Investors, the news media, and others may access the live webcast of the conference call and accompanying presentation materials by logging on to NRG’s website at www.nrg.com and clicking on “Presentations & Webcasts” in the “Investors” section found at the top of the home page. The webcast will be archived on the site for those unable to listen in real-time.

About NRG

At NRG, we’re bringing the power of energy to people and organizations by putting customers at the center of everything we do. We generate electricity and provide energy solutions and natural gas to millions of customers through our diverse portfolio of retail brands. A Fortune 500 company, operating in the United States and Canada, NRG delivers innovative solutions while advocating for competitive energy markets and customer choice, working towards a sustainable energy future. More information is available at www.nrg.com. Connect with NRG on Facebook, LinkedIn, and follow us on Twitter @nrgenergy.

About Vivint

Vivint is a leading smart home company in the United States. Vivint delivers an integrated smart home system with in-home consultation, professional installation and support delivered by its Smart Home Pros, as well as 24-7 customer care and monitoring. Dedicated to redefining the home experience with intelligent products and services, Vivint serves more than 1.9 million customers throughout the United States. For more information, visit https://www.vivint.com.

Forward-Looking Statements

In addition to historical information, the information presented in this press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act. These statements involve estimates, expectations, projections, goals, assumptions, known and unknown risks and uncertainties and can typically be identified by terminology such as “may,” “should,” “could,” “objective,” “projection,” “forecast,” “goal,” “guidance,” “outlook,” “expect,” “intend,” “seek,” “plan,” “think,” “anticipate,” “estimate,” “predict,” “target,” “potential” or “continue” or the negative of these terms or other comparable terminology. Such forward-looking statements include, but are not limited to, statements about the Company’s future revenues, income, indebtedness, capital structure, plans, expectations, objectives, projected financial performance and/or business results and other future events, and views of economic and market conditions.

Although NRG and Vivint each believes that its respective expectations are reasonable, neither can give assurance that these expectations will prove to be correct, and actual results may vary materially. Factors that could cause actual results to differ materially from those contemplated herein include, among others, the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement, the inability to complete the proposed transaction due to the failure to satisfy other conditions to completion of the proposed transaction, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the transaction, risks related to disruption of management’s attention from NRG’s or Vivint’s ongoing business operations due to the transaction, the effect of the announcement of the proposed transaction on NRG’s or Vivint’s relationships with its customers, operating results and business generally, the risk that the proposed transaction will not be consummated in a timely manner, the risk that actual costs could exceed the expected costs of the proposed transaction, general economic conditions, hazards customary in the power industry, weather conditions and extreme weather events, competition in wholesale power and gas markets, the volatility of energy and fuel prices, failure of customers or counterparties to perform under contracts, changes in the wholesale power and gas markets, changes in government or market regulations, the condition of capital markets generally, NRG’s or Vivint’s ability to access capital markets, the potential impact of COVID-19 or any other pandemic on NRG’s or Vivint’s operations, financial position, risk exposure and liquidity, (including on Vivint’s customers and timing of payments, the sufficiency of Vivint’s credit facilities, and Vivint’s compliance with lender covenants), data privacy, cyberterrorism and inadequate cybersecurity, the loss of data, unanticipated outages at NRG’s generation facilities, adverse results in current and future litigation, failure to identify, execute or successfully implement acquisitions or asset sales, NRG’s ability to implement value enhancing improvements to plant operations and companywide processes, NRG’s ability to achieve its net debt targets, NRG’s ability to achieve or maintain investment grade credit metrics, NRG’s ability to proceed with projects under development or the inability to complete the construction of such projects on schedule or within budget, the inability to maintain or create successful partnering relationships, NRG’s ability to operate its business efficiently, NRG’s ability to retain retail customers, NRG’s ability to execute its market operations strategy, the ability to successfully integrate businesses of acquired companies, including Direct Energy, NRG’s ability to realize anticipated benefits of transactions (including expected cost savings and other synergies) or the risk that anticipated benefits may take longer to realize than expected. NRG’s ability to execute its Capital Allocation Plan, the ineffectiveness of steps Vivint takes to reduce operating costs, risks of the smart home and security industry, including risks of and publicity surrounding the sales, subscriber origination and retention process, the highly competitive nature of the smart home and security industry and product introductions and promotional activity by Vivint’s competitors, the impact of litigation, complaints, product liability claims and/or adverse publicity, the impact of changes in consumer spending patterns, consumer preferences, local, regional, and national economic conditions, crime, geopolitical tensions, weather, and demographic trends, the impact of changes to prevailing economic conditions, including increasing interest rates, rising inflation and the expiration of federal, state and local economic stimulus programs, adverse publicity and product liability claims, increases and/or decreases in utility and other energy costs and increased costs related to utility or governmental requirements, cost increases or shortages in smart home and security technology products or components, including disruptions in Vivint’s supply chains, the impact on Vivint’s business, results of operations, financial condition, regulatory compliance and customer experience of the Vivint Flex Pay plan, risks related to Vivint’s exposure to variable rates of interest with respect to its revolving credit facility and term loan facility, Vivint’s inability to maintain effective internal control over financial reporting and Vivint’s inability to attract and retain employees due to labor shortages. Achieving investment grade credit metrics is not an indication of or guarantee that the Company will receive investment grade credit ratings. Debt and share repurchases may be made from time to time subject to market conditions and other factors, including as permitted by United States securities laws. Furthermore, any common stock dividend is subject to available capital and market conditions.

Neither NRG nor Vivint undertakes any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. The foregoing review of factors that could cause NRG’s actual results to differ materially from those contemplated in the forward-looking statements included in this press release should be considered in connection with information regarding risks and uncertainties that may affect NRG's future results included in NRG's filings with the Securities and Exchange Commission at www.sec.gov.

For a more detailed discussion of these factors as it relates to Vivint, see the information under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Vivint’s most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 1, 2022, in Vivint’s most recent Quarterly Report on Form 10-Q filed with the SEC on November 9, 2022, and in subsequent SEC filings. Vivint’s forward-looking statements speak only as of the date of this communication or as of the date they are made.

Additional Information and Where to Find It

This communication is being made in respect of the proposed acquisition of Vivint by NRG. In connection with the proposed transaction, Vivint will file with the SEC and furnish to Vivint’s stockholders an information statement and other relevant documents. This communication does not constitute a solicitation of any vote or approval. Vivint stockholders are urged to read the information statement when it becomes available and any other documents to be filed with the SEC in connection with the proposed transaction or incorporated by reference in the information statement because they will contain important information about the proposed transaction.

Investors will be able to obtain free of charge the information statement and other documents filed with the SEC at the SEC’s website at https://www.sec.gov. In addition, the information statement and Vivint’s annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to section 13(a) or 15(d) of the Securities Exchange Act of 1934 are available free of charge through Vivint’s website at https://investors.vivint.com as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC.

¹ Based on the mid-point of Vivint’s 2022 Adjusted EBITDA guidance as disclosed in its third quarter earnings release filed with the SEC on November 8, 2022 of $735 million, plus $100 million of synergies. Reconciliations of Vivint’s Adjusted EBITDA to net loss is not available on a forward-looking basis without unreasonable efforts due to the high variability, complexity, and uncertainty with respect to forecasting and quantifying certain amounts that are necessary for such reconciliations, including net loss and adjustments that could be made for impairment charges, restructuring charges and the timing and magnitude of other amounts included in the reconciliations. The probable significance of the unavailable information is also unknown, which could have a potentially unpredictable, and potentially significant, impact on future GAAP financial results.

NRG:

Media:
Hasting Stewart
VP, Communications
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Investors:
Kevin L. Cole, CFA
SVP, Investor Relations
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Vivint:

Media
Noelle Bates
VP, PR
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Or

Ed Trissel / Joseph Sala / Kara Sperry
Joele Frank, Wilkinson Brimmer Katcher
(212) 355-4449

Investors:
Nate Stubbs
VP, Investor Relations
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HARTFORD, Conn. & BOSTON--(BUSINESS WIRE)--The Board of Trustees of Eversource Energy (NYSE:ES) today approved a quarterly dividend of $0.6375 per share, payable on December 30, 2022, to shareholders of record as of the close of business on December 16, 2022.

Eversource Energy operates New England’s largest energy delivery company and is committed to safety, reliability, environmental leadership and stewardship, as well as expanding energy and sustainability options for approximately 4.4 million electric, natural gas and water customers in Connecticut, Massachusetts and New Hampshire. It has approximately 348 million common shares outstanding.

Jeffrey R. Kotkin
(860) 665-5154

Ault Energy has made commitment to participate in White River’s next drilling project which is currently underway

The partnership expects to jointly drill approximately 100 oil wells over the next five years

LAS VEGAS & FAYETTEVILLE, Ark.--(BUSINESS WIRE)--BitNile Holdings, Inc. (“BitNile”) (NYSE American: NILE) and White River Energy Corp (“White River”) (OTCQB: WTRV), today announced that the successful drilling project by Ault Energy, LLC (“Ault Energy”), a wholly owned subsidiary of BitNile, and White River Operating LLC (“WRO”), a wholly owned subsidiary of White River, has begun producing at a rate of 78 flowing barrels of oil per day (“BOPD”). The Harry O’Neal 20-9 No. 1 (the “O’Neal No. 1 Well”) is currently producing from the Smackover formation.

BitNile acquired a forty percent (40%) working interest in the O’Neal No. 1 Well, which is the first project in an expected long-term partnership between White River and BitNile, which was previously announced in July 2022 with the intention to drill approximately 100 oil wells over five years. Additionally, Ault Energy has committed to acquire a thirty-seven and one half (37.5%) working interest in the Peabody AMI 12 A No. 18 (the “Peabody No. 18 Well”) drilling project in the Coochie field, Concordia Parish, Louisiana. The Peabody No. 18 Well is a 14,000 foot deep vertical test well with potential pay zones in the Frio, Wilcox, Lower Tuscaloosa, Austin Chalk, and Tuscaloosa Marine Shale (“TMS”) formations. WRO has currently drilled to a depth of 5,000 feet and expects to reach the total depth in mid-December. The Peabody No. 18 Well has already had significant oil shows logged in the Frio formation between the depths of 2,970 feet and 3,043 feet. Based on these early indications, WRO believes that this drilling project will result in a commercial oil well and several shallow Frio developmental drilling opportunities.

“We are very pleased with the production results from the O’Neal No. 1 Well and the early indications from the Peabody No. 18 Well,” stated Randy May, Executive Chairman of White River. “We recently successfully completed a formation integrity test on the Peabody No. 18 Well to ensure that the well has the ability to withstand higher pressure zones we expect in the Austin Chalk and TMS formations, as we anticipate potentially oil and gas shows at the lowest depths of the well.”

BitNile Founder and Executive Chairman Milton “Todd” Ault, III, who also serves as the Manager of Ault Energy, stated, “We are happy with the BOPD results of the O’Neal No. 1 Well. We are also very encouraged about the initial results being reported on our second drilling project with White River and are looking forward to viewing the well log after the drilling project has been completed.”

About BitNile Holdings, Inc.

BitNile Holdings, Inc. is a diversified holding company pursuing growth by acquiring undervalued businesses and disruptive technologies with a global impact. Through its wholly and majority-owned subsidiaries and strategic investments, BitNile owns and operates a data center at which it mines Bitcoin and provides mission-critical products that support a diverse range of industries, including oil exploration, defense/aerospace, industrial, automotive, medical/biopharma, consumer electronics, hotel operations and textiles. In addition, BitNile extends credit to select entrepreneurial businesses through a licensed lending subsidiary. BitNile’s headquarters are located at 11411 Southern Highlands Parkway, Suite 240, Las Vegas, NV 89141; www.BitNile.com.

About White River Energy Corp

White River is a vertically integrated oil and gas exploration and production company. White River is engaged in oil and gas exploration, production, and drilling operations on over 30,000 cumulative acres of active mineral leases in Louisiana and Mississippi.

Cautionary Note Regarding Forward-looking Statements

This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding the completion of the O’Neal No. 1 Well and its prospects, the plan to drill up to 100 wells and White River’s near-term drilling plans in Louisiana and Mississippi. These forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions, and include words such as “believes,” “plans,” “anticipates,” “projects,” “estimates,” “expects,” “intends,” “strategy,” “future,” “opportunity,” “may,” “will,” “should,” “could,” “potential,” or similar expressions. Statements that are not historical facts are forward-looking statements. Forward-looking statements are based on current beliefs and assumptions that are subject to risks and uncertainties. Forward-looking statements speak only as of the date they are made, and neither BitNile nor White River undertakes any obligation to update any of these statements publicly in light of new information or future events. Actual results could differ materially from those contained in any forward-looking statement as a result of various factors. In addition to risks relating to the continuation of high oil prices, enhanced federal regulation of oil and gas drilling mining and efforts led by the federal and certain state governments to favor electric vehicles and eliminate fossil fuel vehicles, investors should review risk factors, that could affect either or both of BitNile’s and White River’s respective businesses and financial results which are included in BitNile’s and White River’s respective filings with the U.S. Securities and Exchange Commission, including, but not limited to, their respective Forms 10-K, 10-Q and 8-K, particularly the Risk Factors contained in White River’s quarterly report on Form 10-Q for the quarter ended September 30, 2022, as filed with the Securities and Exchange Commission on November 14, 2022. All such filings are available at www.sec.gov and on the companies’ websites at www.BitNile.com and https://white-river.com, respectively.

BitNile Investor Relations Contact: This email address is being protected from spambots. You need JavaScript enabled to view it. or 1-888-753-2235

White River Investor Relations Contact: This email address is being protected from spambots. You need JavaScript enabled to view it. or 1-800-203-5610

HOUSTON--(BUSINESS WIRE)--SLB (NYSE: SLB) today announced the consideration payable in connection with the previously announced offer (the “Offer”) by Schlumberger Holdings Corporation, an indirect wholly-owned subsidiary of SLB (“SHC”), to purchase for cash up to a certain amount of the notes listed in the table below (the “Notes”), pursuant to the terms and subject to the conditions set forth in the offer to purchase, dated November 21, 2022 (as may be amended or supplemented from time to time, the “Offer to Purchase”). Capitalized terms used but not defined in this press release have the meanings given to them in the Offer to Purchase.

SHC is accepting for purchase all Notes with Acceptance Priority Levels 1 and 2 validly tendered (and not validly withdrawn) at or prior to the Early Tender Time, for an aggregate purchase price amount, including premium but excluding any Accrued Interest, of $790,122,939.54. No additional Notes will be accepted after the Early Tender Time. As previously disclosed, no notes with Acceptance Priority Levels 3 and 4 will be accepted for purchase.

All documentation relating to the Offer, including the Offer to Purchase, together with any updates, are available from the Tender and Information Agent (as defined below) and are also available at the following website: http://www.dfking.com/slb.

Subject to satisfaction or waiver of the General Conditions by such date, all Notes validly tendered (and not validly withdrawn) at or prior to the Early Tender Time and accepted for purchase will be purchased by SHC on the “Early Settlement Date,” which is expected to occur on December 8, 2022. All Holders of Notes that are purchased will receive, in addition to the applicable Total Consideration, a cash amount equal to the accrued and unpaid interest on the Notes, from, and including, the immediately preceding interest payment date up to, but excluding, the Early Settlement Date, rounded to the nearest cent per $1,000 principal amount of Notes.

The Offer is scheduled to expire at 11:59 p.m., New York City time, on December 19, 2022 (unless the Offer is extended or terminated) (such date and time, the “Expiration Time”). Withdrawal rights expired at 5:00 p.m., New York City time, on December 5, 2022. Notes that have been tendered may no longer be withdrawn.

Subject to applicable law and limitations described in the Offer to Purchase, SHC expressly reserves the right, in its sole discretion, to amend, extend or, upon failure of any condition described in the Offer to Purchase to be satisfied or waived, to terminate the Offer at any time at or prior to the Expiration Time.

SHC has retained Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC to act as the Dealer Managers in connection with the Offer (collectively, the “Dealer Managers”). Questions regarding terms and conditions of the Offer should be directed to Deutsche Bank Securities Inc. by calling toll free at (866) 627-0391 or collect at (212) 250-2955, or to J.P. Morgan Securities LLC by calling toll free at (866) 834-4666 or collect at (212) 834-3424.

D.F. King & Co., Inc. has been appointed as tender and information agent (the “Tender and Information Agent”) in connection with the Offer. Questions or requests for assistance in connection with the Offer or for additional copies of the Offer to Purchase, may be directed to D.F. King & Co., Inc. by calling toll free (800) 290-6424 or collect at (212) 269-5550 or via e-mail at This email address is being protected from spambots. You need JavaScript enabled to view it.. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offer. The Offer to Purchase can be accessed at the following website: http://www.dfking.com/slb.

Neither this press release nor the Offer to Purchase, or the electronic transmission thereof, constitutes an offer to sell or buy Notes, as applicable, in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such offer or solicitation under applicable securities laws or otherwise. The distribution of this press release in certain jurisdictions may be restricted by law. In those jurisdictions where the securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer and the Dealer Managers or any of their respective affiliates is such a licensed broker or dealer in any such jurisdiction, the Offer shall be deemed to be made by the Dealer Managers or such affiliate (as the case may be) on behalf of SHC in such jurisdiction.

About SLB

SLB (NYSE: SLB) is a global technology company that drives energy innovation for a balanced planet. With a global footprint in more than 100 countries and employees representing almost twice as many nationalities, we work each day on innovating oil and gas, delivering digital at scale, decarbonizing industries, and developing and scaling new energy systems that accelerate the energy transition. Find out more at slb.com.

Cautionary Statement Regarding Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the federal securities laws, which include any statements that are not historical facts. Such statements often contain words such as “expect,” “may,” “can,” “plan,” “potential,” “expectations,” “estimate,” “intend,” “anticipate,” “target,” “think,” “should,” “could,” “would,” “will,” “see,” “likely,” and other similar words. Forward-looking statements address matters that are, to varying degrees, uncertain, such as statements regarding the expected timing for completion of the Offer. SLB and SHC cannot give any assurance that such statements will prove correct. These statements are subject to, among other things, the risks and uncertainties detailed in SLB’s most recent Forms 10-K, 10-Q, and 8-K filed with or furnished to the Securities and Exchange Commission. If one or more of these or other risks or uncertainties materialize (or the consequences of any such development changes), or should SLB’s underlying assumptions prove incorrect, actual results or outcomes may vary materially from those reflected in the forward-looking statements. The forward-looking statements speak only as of November 21, 2022, and SLB and SHC disclaim any intention or obligation to update publicly or revise such statements, whether as a result of new information, future events or otherwise.

Slb.com/newsroom

Media
Moira Duff – Director of External Communication, SLB
Tel: +1 (713) 375-3407
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Investors
Ndubuisi Maduemezia – Vice President of Investor Relations, SLB
Joy V. Domingo – Director of Investor Relations, SLB
Tel: +1 (713) 375-3535
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Ault Energy has made commitment to participate in White River’s next drilling project which is currently underway

The partnership expects to jointly drill approximately 100 oil wells over the next five years

LAS VEGAS & FAYETTEVILLE, Ark.--(BUSINESS WIRE)--$AP #100_oil_wells--BitNile Holdings, Inc. (“BitNile”) (NYSE American: NILE) and White River Energy Corp (“White River”) (OTCQB: WTRV), today announced that the successful drilling project by Ault Energy, LLC (“Ault Energy”), a wholly owned subsidiary of BitNile, and White River Operating LLC (“WRO”), a wholly owned subsidiary of White River, has begun producing at a rate of 78 flowing barrels of oil per day (“BOPD”). The Harry O’Neal 20-9 No. 1 (the “O’Neal No. 1 Well”) is currently producing from the Smackover formation.

BitNile acquired a forty percent (40%) working interest in the O’Neal No. 1 Well, which is the first project in an expected long-term partnership between White River and BitNile, which was previously announced in July 2022 with the intention to drill approximately 100 oil wells over five years. Additionally, Ault Energy has committed to acquire a thirty-seven and one half (37.5%) working interest in the Peabody AMI 12 A No. 18 (the “Peabody No. 18 Well”) drilling project in the Coochie field, Concordia Parish, Louisiana. The Peabody No. 18 Well is a 14,000-foot-deep vertical test well with potential pay zones in the Frio, Wilcox, Lower Tuscaloosa, Austin Chalk, and Tuscaloosa Marine Shale (“TMS”) formations. WRO has currently drilled to a depth of 5,000 feet and expects to reach the total depth in mid-December. The Peabody No. 18 Well has already had significant oil shows logged in the Frio formation between the depths of 2,970 feet and 3,043 feet. Based on these early indications, WRO believes that this drilling project will result in a commercial oil well and several shallow Frio developmental drilling opportunities.

“We are very pleased with the production results from the O’Neal No. 1 Well and the early indications from the Peabody No. 18 Well,” stated Randy May, Executive Chairman of White River. “We recently successfully completed a formation integrity test on the Peabody No. 18 Well to ensure that the well has the ability to withstand higher pressure zones we expect in the Austin Chalk and TMS formations, as we anticipate potentially oil and gas shows at the lowest depths of the well.”

BitNile Founder and Executive Chairman Milton “Todd” Ault, III, who also serves as the Manager of Ault Energy, stated, “We are happy with the BOPD results of the O’Neal No. 1 Well. We are also very encouraged about the initial results being reported on our second drilling project with White River and are looking forward to viewing the well log after the drilling project has been completed.”

About BitNile Holdings, Inc.

BitNile Holdings, Inc. is a diversified holding company pursuing growth by acquiring undervalued businesses and disruptive technologies with a global impact. Through its wholly and majority-owned subsidiaries and strategic investments, BitNile owns and operates a data center at which it mines Bitcoin and provides mission-critical products that support a diverse range of industries, including oil exploration, defense/aerospace, industrial, automotive, medical/biopharma, consumer electronics, hotel operations and textiles. In addition, BitNile extends credit to select entrepreneurial businesses through a licensed lending subsidiary. BitNile’s headquarters are located at 11411 Southern Highlands Parkway, Suite 240, Las Vegas, NV 89141; www.BitNile.com.

About White River Energy Corp

White River is a vertically integrated oil and gas exploration and production company. White River is engaged in oil and gas exploration, production, and drilling operations on over 30,000 cumulative acres of active mineral leases in Louisiana and Mississippi.

Cautionary Note Regarding Forward-looking Statements

This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding the completion of the O’Neal No. 1 Well and its prospects, the plan to drill up to 100 wells and White River’s near-term drilling plans in Louisiana and Mississippi. These forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions, and include words such as “believes,” “plans,” “anticipates,” “projects,” “estimates,” “expects,” “intends,” “strategy,” “future,” “opportunity,” “may,” “will,” “should,” “could,” “potential,” or similar expressions. Statements that are not historical facts are forward-looking statements. Forward-looking statements are based on current beliefs and assumptions that are subject to risks and uncertainties. Forward-looking statements speak only as of the date they are made, and neither BitNile nor White River undertakes any obligation to update any of these statements publicly in light of new information or future events. Actual results could differ materially from those contained in any forward-looking statement as a result of various factors. In addition to risks relating to the continuation of high oil prices, enhanced federal regulation of oil and gas drilling mining and efforts led by the federal and certain state governments to favor electric vehicles and eliminate fossil fuel vehicles, investors should review risk factors, that could affect either or both of BitNile’s and White River’s respective businesses and financial results which are included in BitNile’s and White River’s respective filings with the U.S. Securities and Exchange Commission, including, but not limited to, their respective Forms 10-K, 10-Q and 8-K, particularly the Risk Factors contained in White River’s quarterly report on Form 10-Q for the quarter ended September 30, 2022, as filed with the Securities and Exchange Commission on November 14, 2022. All such filings are available at www.sec.gov and on the companies’ websites at www.BitNile.com and https://white-river.com, respectively.

BitNile Investor Relations Contact: This email address is being protected from spambots. You need JavaScript enabled to view it. or 1-888-753-2235

White River Investor Relations Contact: This email address is being protected from spambots. You need JavaScript enabled to view it. or 1-800-203-5610

ARLINGTON, Va.--(BUSINESS WIRE)--$AVAV--AeroVironment, Inc. (NASDAQ: AVAV), a global leader in intelligent, multi-domain robotic systems, today reported financial results for the fiscal second quarter ended October 29, 2022.

Second Quarter Highlights

• Strong bookings of $197.3 million in the second quarter
• Second quarter revenue in line with expectations of $111.6 million
• Raising FY23 revenue guidance to between $505 million and $525 million
• $86 Million FMS order received in November resulting in record funded backlog of $388.2 million as of November 26, 2022

“Our second quarter results came in line or slightly better than expectations and, given recent awards and accelerating demand across our portfolio, we are increasing our revenue guidance for fiscal year 2023,” said Wahid Nawabi, AeroVironment chairman, president and chief executive officer. “In November, we were awarded a Puma Small UAS systems contract with a ceiling value of $176 million and initial funding of $86 million. This award is the largest FMS order in the company’s history, and we expect shipments to start next quarter and continue over the next 6-12 months. This award, combined with our record backlog, gives us confidence to raise revenue guidance even as we continue managing ongoing supply chain constraints and inflationary cost pressures.

“In addition, we are also slightly reducing our profitability outlook for fiscal year 2023 due to increased R&D investments targeted at additional growth opportunities and accelerated Medium UAS asset depreciation related to a shift in US DOD funding priorities. We expect margins will recover and backlog will increase throughout the second half of fiscal year 2023 setting the stage for profitable organic double-digit growth in fiscal year 2024 and beyond.”

FISCAL 2023 SECOND QUARTER RESULTS

Revenue for the second quarter of fiscal 2023 was $111.6 million, a decrease of 9% from the second quarter of fiscal 2022 revenue of $122.0 million. The decrease in revenue reflects a decline in product sales of $8.7 million and service revenue of $1.8 million. The overall decrease in revenue was primarily due to a decrease in revenue in the Small UAS segment of $28.0 million, partially offset by an increase in revenue from the Tactical Missile Systems (“TMS”) segment of $12.7 million and an increase in customer-funded research and development revenue of $4.2 million.

Gross margin for the second quarter of fiscal 2023 was $25.9 million, a decrease of 39% from the second quarter of fiscal 2022 gross margin of $42.5 million. The decrease in gross margin reflects lower product margin of $9.2 million and lower service margin of $7.4 million. As a percentage of revenue, gross margin decreased to 23% from 35%. The decrease in gross margin percentage was primarily related to unfavorable product mix and accelerated depreciation charges related to the anticipated completion of certain MUAS COCO site locations of $4.5 million. Gross margin was negatively impacted by $4.0 million of intangible amortization expense and other related non-cash purchase accounting expenses in the second quarter of fiscal 2023 as compared to $5.5 million in the second quarter of fiscal 2022.

Loss from operations for the second quarter of fiscal 2023 was $14.3 million, a decrease of $17.6 million from the second quarter of fiscal 2022 income from operations of $3.3 million. The decrease in income from operations was primarily the result of a decrease in gross margin of $16.6 million and an increase in research and development (“R&D”) expense of $2.3 million, partially offset by a decrease in selling, general and administrative (“SG&A”) expense of $1.2 million. The decrease in SG&A expense reflects a decrease in intangible amortization expense and other related non-cash purchase accounting expenses of $1.0 million.

Other loss, net, for the second quarter of fiscal 2023 was $1.5 million, as compared to $11.4 million for the second quarter of fiscal 2022. The second quarter of fiscal 2022 included legal expenses of $10.0 million for the settlement of all claims from the buyers of our former EES business. The increase in interest expense was primarily due to an increase in interest rates. Other income, net for the second quarter of fiscal 2023 includes unrealized gains associated with the increases in the fair market value for equity security investments.

Benefit from income taxes for the second quarter of fiscal 2023 was $(10.5) million, as compared to a benefit from income taxes of $(9.5) million for the second quarter of fiscal 2022. The increase in benefit from income taxes was primarily due to expected federal R&D tax credits and foreign-derived intangible income deductions.

Equity method investment loss, net of tax, for the second quarter of fiscal 2023 was $(1.3) million, as compared to equity method investment income $1.1 million for the second quarter of fiscal 2022. Subsequent to the sale of the equity interest in HAPSMobile during the three months ended April 30, 2022, equity method investment loss, net of tax no longer includes activity from HAPSMobile.

Net loss attributable to AeroVironment for the second quarter of fiscal 2023 was $6.7 million, or $(0.27) per diluted share, as compared to net income of $2.5 million, or $0.10 per diluted share, for the second quarter of fiscal 2022.

Non-GAAP adjusted EBITDA for the second quarter of fiscal 2023 was $6.8 million and non-GAAP earnings per diluted share was $0, as compared to $21.9 million and $0.78 for the second quarter of fiscal 2022.

BACKLOG

As of October 29, 2022, funded backlog (defined as remaining performance obligations under firm orders for which funding is currently appropriated to the Company under a customer contract) was $293.1 million, as compared to $210.8 million as of April 30, 2022. As of November 26, 2022, funded backlog was $388.2 million.

FISCAL 2023 — OUTLOOK FOR THE FULL YEAR

For the fiscal year 2023, the Company now expects revenue of between $505 million and $525 million, net income of between $8 million and $17 million, Non-GAAP adjusted EBITDA of between $84 million and $92 million, earnings per diluted share of between $0.33 and $0.65 and non-GAAP earnings per diluted share, which excludes amortization of intangible assets and other non-cash purchase accounting expenses, of between $1.26 and $1.58.

The foregoing estimates are forward-looking and reflect management’s view of current and future market conditions, subject to certain risks and uncertainties, and including certain assumptions with respect to our ability to efficiently and on a timely basis integrate our acquisitions, obtain and retain government contracts, changes in the timing and/or amount of government spending, changes in the demand for our products and services, activities of competitors, changes in the regulatory environment, and general economic and business conditions in the United States and elsewhere in the world. Investors are reminded that actual results may differ materially from these estimates.

CONFERENCE CALL AND PRESENTATION

In conjunction with this release, AeroVironment, Inc. will host a conference call today, Tuesday, December 6, 2022, at 4:30 pm Eastern Time that will be webcast live. Wahid Nawabi, chairman, president and chief executive officer, Kevin P. McDonnell, chief financial officer and Jonah Teeter-Balin, senior director corporate development and investor relations, will host the call.

New this quarter, investors may access the call by registering via the following participant registration link up to ten minutes prior to the start time.

Participant registration URL: https://register.vevent.com/register/BI917865171ebf49738b3207daea259095

Investors may also listen to the live audio webcast via the Investor Relations page of the AeroVironment, Inc. website, http://investor.avinc.com. Please allow 15 minutes prior to the call to download and install any necessary audio software.

A supplementary investor presentation for the second quarter fiscal year 2023 can be accessed at https://investor.avinc.com/events-and-presentations.

Audio Replay

An audio replay of the event will be archived on the Investor Relations section of the Company's website at http://investor.avinc.com.

ABOUT AEROVIRONMENT, INC.

AeroVironment (NASDAQ: AVAV) provides technology solutions at the intersection of robotics, sensors, software analytics and connectivity that deliver more actionable intelligence so you can Proceed with Certainty. Headquartered in Virginia, AeroVironment is a global leader in intelligent, multi-domain robotic systems, and serves defense, government and commercial customers. For more information, visit www.avinc.com.

FORWARD-LOOKING STATEMENTS

This press release contains "forward-looking statements" as that term is defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, without limitation, any statement that may predict, forecast, indicate or imply future results, performance or achievements, and may contain words such as “believe,” “anticipate,” “expect,” “estimate,” “intend,” “project,” “plan,” or words or phrases with similar meaning. Forward-looking statements are based on current expectations, forecasts and assumptions that involve risks and uncertainties, including, but not limited to, economic, competitive, governmental and technological factors outside of our control, that may cause our business, strategy or actual results to differ materially from the forward-looking statements.

Factors that could cause actual results to differ materially from the forward-looking statements include, but are not limited to, the impact of our recent acquisitions, including but not limited to Arcturus UAV, Telerob and ISG and our ability to successfully integrate them into our operations; the risk that disruptions will occur from the transactions that will harm our business; any disruptions or threatened disruptions to our relationships with our distributors, suppliers, customers and employees, including shortages in components for our products; the ability to timely and sufficiently integrate international operations into our ongoing business and compliance programs; reliance on sales to the U.S. government and related to our development of HAPS UAS; availability of U.S. government funding for defense procurement and R&D programs; changes in the timing and/or amount of government spending; our ability to perform under existing contracts and obtain new contracts; risks related to our international business, including compliance with export control laws; potential need for changes in our long-term strategy in response to future developments; the extensive regulatory requirements governing our contracts with the U.S. government and international customers; the consequences to our financial position, business and reputation that could result from failing to comply with such regulatory requirements; unexpected technical and marketing difficulties inherent in major research and product development efforts; the impact of potential security and cyber threats or the risk of unauthorized access to our, our customers’ and/or our suppliers’ information and systems; changes in the supply and/or demand and/or prices for our products and services; increased competition; uncertainty in the customer adoption rate of commercial use unmanned aircraft systems; failure to remain a market innovator, to create new market opportunities or to expand into new markets; unexpected changes in significant operating expenses, including components and raw materials; failure to develop new products or integrate new technology into current products; unfavorable results in legal proceedings; our ability to respond and adapt to unexpected legal, regulatory and government budgetary changes, including those resulting from the ongoing COVID-19 pandemic, such as supply chain disruptions, vaccine mandates, the threat of future variants and potential governmentally-mandated shutdowns, quarantine policies, travel restrictions and social distancing, curtailment of trade, diversion of government resources to non-defense priorities, and other business restrictions affecting our ability to manufacture and sell our products and provide our services; our ability to comply with the covenants in our loan documents; our ability to attract and retain skilled employees; the impact of inflation; and general economic and business conditions in the United States and elsewhere in the world; and the failure to establish and maintain effective internal control over financial reporting. For a further list and description of such risks and uncertainties, see the reports we file with the Securities and Exchange Commission. We do not intend, and undertake no obligation, to update any forward-looking statements, whether as a result of new information, future events or otherwise.

NON-GAAP MEASURES

In addition to the financial measures prepared in accordance with generally accepted accounting principles (GAAP), this earnings release also contains non-GAAP financial measures. See in the financial tables below the calculation of these measures, the reasons why we believe these measures provide useful information to investors, and a reconciliation of these measures to the most directly comparable GAAP measures.

Jonah Teeter-Balin
+1 (805) 520-8350 x4278
https://investor.avinc.com/contact-us

• X-energy is developing a more advanced small modular reactor (“SMR”) and proprietary fuel that can safely and efficiently deliver affordable zero-carbon energy to people around the world.
• X-energy’s intrinsically safe SMR and fuel design greatly expands applications and markets for deployment of nuclear technology relative to other SMRs and conventional nuclear.
• X-energy’s technology significantly enhances the applicability for zero-carbon nuclear energy generation with a serviceable addressable market expected to reach approximately $500 billion by 2040 and increase to approximately $1 trillion by 2050.
• Supported by $1.2 billion of funding from the U.S. Department of Energy and a growing pipeline of potential blue-chip global customers, X-energy is a frontrunner in the deployment of advanced SMRs across North America and Europe.
• Estimated pre-money equity value of approximately $2 billion for X-energy with existing X-energy equity holders rolling 100% of their interests into the combined company.
• Institutional and strategic investors have invested or committed $120 million in financing, which includes $75 million from Ares Management and $45 million from Ontario Power Generation and Segra Capital Management. They join existing strategic investors Dow and Curtiss-Wright Corporation.

ROCKVILLE, Md. & NEW YORK--(BUSINESS WIRE)--X Energy Reactor Company, LLC (“X-energy” or the “Company”), a leading developer of small modular nuclear reactors and fuel technology for clean energy generation, and Ares Acquisition Corporation (NYSE: AAC) (“AAC”), a publicly-traded special purpose acquisition company, announced today that they have entered into a definitive business combination agreement.

The combination will establish X-energy as a publicly-traded, developer of a more advanced small modular reactor (“SMR”) and proprietary fuel that supports the transition to clean, affordable energy through enhanced safety, lower cost, scalability and broader industrial applications. X-energy’s entry into the public markets is expected to accelerate its growth strategy through additional investment opportunities and financial flexibility as well as differentiated sponsorship by Ares Management Corporation (NYSE: ARES) (“Ares”), a leading global alternative investment manager.

A Leading Developer of Advanced SMR and Fuel Technology

X-energy is advancing nuclear energy generation through its latest-generation high-temperature gas-cooled reactor (“HTGR”), the Xe-100, and its proprietary tri-structural isotropic (“TRISO”) encapsulated particle fuel, TRISO-X. Representing the next stage in the evolution of nuclear energy technology, the pioneering design of the Xe-100 couples its scalability, innovative modularity, enhanced safety and higher temperature capabilities with decades of HTGR research and operating experience. The Xe-100 can also uniquely address a broader range of uses and applications compared with conventional nuclear reactors. This specifically includes applications that currently rely on fossil fuels to produce steam and heat for processes like manufacturing, petroleum refining and hydrogen production.

The Xe-100 is engineered to operate as a single 80-megawatt (“MWe”) unit and is optimized as a four-unit plant delivering 320 MWe. With load-following capabilities, the Xe-100 can support intermittent renewable (solar and wind) and other clean energy options with reliable baseload generation.

The reactors are fueled by X-energy’s TRISO-X fuel, both of which are designed to be intrinsically safe. TRISO fuel has a more than 40-year demonstrated track record through prototype and full-scale reactors and has been called “the most robust nuclear fuel on earth” by the U.S. Department of Energy. By developing the proprietary TRISO-X fuel, X-energy has further enhanced the safety of the product and can ensure steadier supply and greater quality control.

In addition to its reactors and fuel, X-energy intends to provide a full suite of value-added services, including project planning, regulatory support, assembly and construction coordination, procurement support, and long-term maintenance and operations services during the lifetime of its reactors.

Key Investment Highlights

• Advanced Modular Technology: The Xe-100’s radically simplified modular design is road-shippable and intended to drive scalability, accelerate construction timelines and create more predictable and manageable construction costs.
• Intrinsically Safe Design: TRISO-X fuel is designed to be intrinsically safe under the most adverse conditions by acting as its own waste containment vessel. In addition, X-energy expects that an Xe-100 four-reactor plant will require significantly less land area for its entire site-bounded emergency planning zone compared to typical large-scale nuclear facilities.
• Broader Applications for Decarbonization: Unlike existing nuclear reactors and many under-development competitor alternatives, X-energy’s HTGR technology can support broad industrial use applications through its high-temperature heat and steam output. In addition, it can integrate into and address the needs of both large and regional electricity systems through more efficient load ramping – down to or up from 40% power in 12 minutes.
• Significant Serviceable Addressable Market (“SAM”) for Advanced Nuclear: In the U.S., Canada and the U.K. alone, 67 gigawatts of capacity from SMRs will need to be installed by 2040 to offset the retirement of existing coal and fossil fuel facilities and meet expected growth in energy demand. This represents a potential revenue opportunity of approximately $500 billion for X-energy by 2040, which is expected to increase to approximately $1.0 trillion by 2050. The Xe-100’s versatility expands the addressable market beyond power generation to also include industrial heat and other important decarbonization applications.
• Attractive Business Model: X-energy’s CapEx-light, services-driven business model includes technology licensing, fuel sales and long-term recurring service offerings and is expected to generate consistent and recurring revenue, strong operating margins and robust free cash flow.
• Experienced and Innovative Team: X-energy is led by a forward-thinking team with an average of more than 25 years of experience in the nuclear and/or energy sectors. X-energy’s management team has deep capabilities in design, operations, government relations and public markets and is supported by more than 120 team members with advanced degrees in engineering and science.

A Strong, Prospective Customer Pipeline and Significant Bi-Partisan Support

X-energy’s prospective customer pipeline includes approximately 30 potential unique customers across a variety of use cases and geographies covering the North America and Europe. Key examples include:

• Ontario Power Generation Inc. (“OPG”), one of North America’s largest clean power producers. Framework agreement signed in July 2022 to pursue opportunities to deploy Xe-100 advanced reactors in Ontario at industrial sites and identify further potential end users and sites throughout Canada.
• Dow. Letter of intent signed in August 2022 to build the Xe-100 and provide cost-competitive, carbon-free process heat and power to a Dow facility on the Gulf Coast. This is the first time an industrial manufacturer has announced its intention to deploy SMRs in its operations.
• Grant County Public Utility District (WA) and Energy Northwest. Memorandum of understanding signed in April 2021 to support the development and commercial demonstration of the first advanced nuclear reactor in the U.S.

Underpinning this demand is a supportive regulatory backdrop in the U.S., where there is strong bi-partisan support for nuclear power. In 2020, X-energy was selected by the U.S. Department of Energy to receive $1.2 billion in federal funding as part of the Advanced Reactor Demonstration Program. The funding is intended to provide significant financial support for the delivery of a first-of-a-kind commercial advanced nuclear plant and TRISO-X fuel fabrication facility. In 2022, the Inflation Reduction Act and Infrastructure Investment and Jobs Act allocated hundreds of billions of dollars to the clean energy sector, with the former providing tax credits of up to 50% of initial capital costs for advanced nuclear reactors.

Leadership Commentary

“We founded X-energy in 2009 because the world needs energy solutions that are clean, safe, secure and affordable,” said Kam Ghaffarian, Ph. D., Founder and Executive Chairman of X-energy. “Since then, it has become even more evident that nuclear energy is the only viable technology that can provide the reliable, zero-carbon power generation critical to advancing the energy transition. We are thrilled to have the support of Ares, which we believe will accelerate X-energy’s ability to deliver among the most advanced nuclear technology to benefit communities around the world.”

“We see a significant addressable market opportunity given the rapidly growing demand to accelerate the decarbonization of power and provide greater energy security,” said J. Clay Sell, Chief Executive Officer of X-energy. “We have assembled a world-class team that shares a deep passion for our work, and we believe X-energy’s technology is distinctly positioned to support the delivery of nuclear energy at scale to meet the needs of customers, consumers and businesses globally. The commitments from Ares and our commercial partners reflect their confidence in our business and our team. I appreciate their continued collaboration to help us achieve our objectives.”

“Ares and X-energy share a strong commitment to driving the transition to a lower-carbon economy through innovation in climate infrastructure,” said David Kaplan, Co-Chairman and Chief Executive Officer of AAC, Co-Founder of Ares and Co-Chairman of the Ares Private Equity Group. “As an early mover in developing proprietary nuclear technology and backed by an attractive business model and veteran leadership team, we believe that X-energy is well-positioned to become a leader in the global clean energy generation market. We look forward to contributing Ares’ significant investment and value creation experience, global ESG focus and deep understanding of the public markets to support X-energy’s vision to deliver a positive impact and long-term value creation.”

Transaction Overview

The business combination ascribes a pre-money equity value of approximately $2.0 billion to X-energy. Existing X-energy equity holders will roll 100% of their existing equity interests into the combined company. In addition, the combined company will receive approximately $1 billion of cash held in AAC’s trust account, assuming no redemptions by AAC shareholders. Institutional and strategic investors have also invested or committed $120 million in financing. This includes an invested private round of financing, which comprises $30 million from Ares and $45 million from OPG and Segra Capital Management, a leading nuclear energy-focused hedge fund, as well as an additional commitment of $45 million from Ares to be invested concurrent with the closing of the transaction. X-energy also received approximately $58 million of interim financing throughout 2022 from existing strategic investors, including Dow and Curtiss-Wright Corporation. Immediately following the consummation of the transaction and assuming none of AAC’s existing shareholders exercise their redemption rights, X-energy’s existing equity holders are expected to hold over 60% of the issued and outstanding shares of common stock of the combined company.

The Board of Directors of AAC and the Board of Directors of X-energy have both unanimously approved the proposed transaction. The proposed transaction has also been approved by the requisite members of X-Energy. Completion of the transaction is subject to customary closing conditions, including the approval of the AAC shareholders and the receipt of certain governmental and regulatory approvals. The transaction is expected to be completed in the second quarter of 2023.

Upon the closing of the transaction, the combined company will be named X-Energy, Inc., and its common equity securities and warrants will be listed on the New York Stock Exchange.

For a summary of the material terms of the transaction, as well as a copy of the business combination agreement and supplemental investor presentation, please see the Current Report on Form 8-K to be filed by AAC with the U.S. Securities and Exchange Commission (the “SEC”) available at www.sec.gov, on AAC’s website at www.aresacquisitioncorporation.com and on X-energy’s website at www.x-energy.com/investors. Additional information about the proposed transaction will be described in the registration statement relating to the transaction, which AAC will file with the SEC.

Advisors

Guggenheim Securities, LLC is acting as financial advisor and Latham & Watkins LLP is acting as legal advisor to X-energy.

Moelis & Company LLC is acting as financial advisor and Kirkland & Ellis LLP is acting as legal advisor to AAC.

Ocean Tomo, a part of J.S. Held, acted as financial advisor to the Special Committee of the Board of Directors of AAC.

UBS Securities LLC and Citigroup Global Markets Inc. are serving as capital markets advisors to AAC and Ropes & Gray LLP is acting as legal advisor to the capital markets advisors.

Investor Conference Call

X-energy and AAC will host a joint investor conference call to discuss the business combination and the proposed transaction today, December 6, 2022 at 8:30 AM ET.

To listen to the conference call via telephone dial 1-877-407-9208 (U.S.) or 1-201-493-6784 (international) and enter the conference ID number 13734640. To listen to the webcast, please click here. A telephone replay will be available until Thursday December 20, 2022 at 1-844-512-2921 using the conference ID number 13734640.

For Investor Relations, including a copy of the presentation as filed with the SEC, please visit the X-energy website at www.X-energy.com/investors, or the AAC website at www.aresacquisitioncorporation.com or the SEC’s website at www.sec.gov.

About X Energy Reactor Company, LLC.

X Energy Reactor Company, LLC (“X-energy”) is a leading developer of small modular nuclear reactor and fuel technology for clean energy generation that is redefining the nuclear energy industry through its development of safer and more efficient advanced small modular nuclear reactors and proprietary fuel to deliver reliable, zero-carbon and affordable energy to people around the world. X-energy’s simplified, modular and intrinsically safe SMR design greatly expands applications and markets for deployment of nuclear technology and drives enhanced safety, lower cost and faster construction timelines when compared with other SMRs and conventional nuclear. For more information, visit x-energy.com or connect with us on Twitter or LinkedIn.

About Ares Acquisition Corporation

Ares Acquisition Corporation (NYSE: AAC) (“AAC”) is a special purpose acquisition company (SPAC) affiliated with Ares Management Corporation, formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination. AAC is seeking to pursue an initial business combination target in any industry or sector in North America, Europe or Asia. For more information about AAC, please visit www.aresacquisitioncorporation.com.

Additional Information and Where to Find It

This press release relates to a proposed transaction between X-energy and AAC (the “Business Combination”). This press release does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. In connection with the Business Combination, AAC will file a registration statement on Form S-4 (the “Registration Statement”) with the SEC, which will include a preliminary proxy statement/prospectus to be distributed to holders of AAC’s ordinary shares in connection with AAC’s solicitation of proxies for the vote by AAC’s shareholders with respect to the Business Combination and other matters as described in the Registration Statement, as well as a prospectus relating to the offer of securities to be issued to X-energy equity holders in connection with the Business Combination. After the Registration Statement has been filed and declared effective, AAC will mail a copy of the definitive proxy statement/prospectus, when available, to its shareholders. The Registration Statement will include information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to AAC’s shareholders in connection with the Business Combination. AAC will also file other documents regarding the Business Combination with the SEC. Before making any voting decision, investors and security holders of AAC and X-energy are urged to read the Registration Statement, the proxy statement/prospectus contained therein, and all other relevant documents filed or that will be filed with the SEC in connection with the Business Combination as they become available because they will contain important information about the Business Combination.

Investors and security holders will be able to obtain free copies of the Registration Statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC by AAC through the website maintained by the SEC at www.sec.gov. In addition, the documents filed by AAC may be obtained free of charge from AAC’s website at www.aresacquisitioncorporation.com or by written request to AAC at Ares Acquisition Corporation, 245 Park Avenue, 44th Floor, New York, NY 10167.

Forward-Looking Statements

This press release includes “forward-looking statements” within the meaning of the federal securities laws with respect to the business combination, including statements regarding the benefits of the business combination, the anticipated timing of the business combination, the markets in which X-energy operates and X-energy’s projected future results. X-energy’s actual results may differ from its expectations, estimates and projections (which, in part, are based on certain assumptions) and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements. Although these forward-looking statements are based on assumptions that X-Energy and AAC believe are reasonable, these assumptions may be incorrect. These forward-looking statements also involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Factors that may cause such differences include, but are not limited to: (1) the outcome of any legal proceedings that may be instituted in connection with any proposed business combination; (2) the inability to complete any proposed business combination or related transactions; (3) inability to raise sufficient capital to fund our business plan, including limitations on the amount of capital raised in any proposed business combination as a result of redemptions or otherwise; (4) delays in obtaining, adverse conditions contained in, or the inability to obtain necessary regulatory approvals or complete regulatory reviews required to complete any business combination; (5) the risk that any proposed business combination disrupts current plans and operations; (6) the inability to recognize the anticipated benefits of any proposed business combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain key employees; (7) costs related to the proposed business combination; (8) changes in the applicable laws or regulations; (9) the possibility that X-Energy or X-Energy, Inc. may be adversely affected by other economic, business, and/or competitive factors; (10) the ongoing impact of the global COVID 19 pandemic; (11) economic uncertainty caused by the impacts of the conflict in Russia and Ukraine and rising levels of inflation and interest rates; (12) the ability of X-Energy to obtain regulatory approvals necessary for it to deploy its small modular reactors in the United States and abroad; (13) whether government funding and/or demand for high assay low enriched uranium for government or commercial uses will materialize or continue; (14) the impact and potential extended duration of the current supply/demand imbalance in the market for low enriched uranium; (15) X-Energy’s business with various governmental entities is subject to the policies, priorities, regulations, mandates and funding levels of such governmental entities and may be negatively or positively impacted by any change thereto; (16) X-Energy’s limited operating history makes it difficult to evaluate its future prospects and the risks and challenges it may encounter; and (17) other risks and uncertainties separately provided to you and indicated from time to time described in filings and potential filings by X-Energy, AAC or X-Energy, Inc. with the U.S. Securities and Exchange Commission (the “SEC”).

The foregoing list of factors is not exhaustive. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by investors as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of AAC’s Annual Report on Form 10-K, its subsequent Quarterly Reports on Form 10-Q, the proxy statement/prospectus related to the transaction, when it becomes available, and other documents filed (or to be filed) by AAC from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. These risks and uncertainties may be amplified by the conflict between Russia and Ukraine, rising levels of inflation and interest rates and the ongoing COVID 19 pandemic, which have caused significant economic uncertainty. Forward-looking statements speak only as of the date they are made. Investors are cautioned not to put undue reliance on forward-looking statements, and X-Energy and AAC assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by securities and other applicable laws.

Participants in the Solicitation

AAC and certain of its directors and executive officers may be deemed to be participants in the solicitation of proxies from AAC ’s shareholders, in favor of the approval of the proposed transaction.

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EWING, N.J.--(BUSINESS WIRE)--$OLED #OLED--Universal Display Corporation (Nasdaq: OLED) today announced that Founder Sherwin I. Seligsohn passed away on December 3, 2022. The entire UDC community mourns the loss of Sherwin, an esteemed visionary, leader and friend, and extends deepest condolences to his family and loved ones.

With an exceptional intellect and fervent curiosity, Sherwin leaves an indelible mark on the display and wireless industries. Born in 1935, Sherwin’s immense drive for learning eclipsed conventional teaching methods, so he left high school and pursued his life’s interests, including the stock market. Throughout his entire life, Sherwin loved the Jersey Shore and he would regularly spend time on the beach with his young children. Sherwin’s curiosity to track the financial markets and get real-time stock quotation updates, without having to leave the beach, sparked the idea of a portable data machine. His pursuit and passion for wireless technology led Sherwin to form his first multi-billion dollar company in 1972, International Mobile Machines Corporation (IMM), now known as InterDigital, Inc. (Nasdaq: IDCC). In 1990, Sherwin stepped down as Chairman of IMM and began to look for his next venture. After reading about novel research work by Drs. Forrest and Thompson in self-emissive organic materials in Nature magazine, Sherwin decided to explore this groundbreaking technology with a visit to the electrical engineering school at Princeton University. There, he observed a green dot, with a 9-volt battery hanging from it, light up for seconds before it expired. From that tiny organic green dot, Sherwin envisioned the future of display technology and founded Universal Display Corporation in June 1994. Fast forward to today, Universal Display has grown and evolved from an R&D start-up to a global leader in the OLED industry.

“Sherwin’s extraordinary vision, entrepreneurial passion and unique leadership led to the creation of two of the most impactful enabling technology companies in the global OLED and digital cellular ecosystems,” said Steven V. Abramson, President and Chief Executive Officer of Universal Display Corporation. “I had the privilege of working closely with Sherwin for more than 40 years. He was not only my brilliant mentor, but also my wonderful and generous friend. With a long-term strategic vision, Sherwin cultivated and nurtured UDC’s guiding principles of curiosity, respect, humility and determination. His mindset of constantly ‘thinking outside the box’ and courageous conviction have been embedded into the Company’s DNA and are key to UDC’s remarkable success. Sherwin’s incredible legacy will continue to drive the Company forward on its path of growth and innovation. We will miss him tremendously.”

In addition to founding Universal Display Corporation, Sherwin I. Seligsohn served as its Chairman of the Board of Directors from June 1995 until June 2022 when he was named Chairman Emeritus. He also served as Chief Executive Officer of UDC from June 1995 through December 2007, and as President from June 1995 through May 1996. From June 1990 to October 1991, Sherwin was Chairman Emeritus of InterDigital, Inc., formerly International Mobile Machines Corporation. He founded InterDigital, and from August 1972 to June 1990 served as its Chairman of the Board of Directors. Sherwin was also a member of the Industrial Advisory Board of the Princeton Institute for the Science and Technology of Materials (PRISM) at Princeton University.

About Universal Display Corporation

Universal Display Corporation (Nasdaq: OLED) is a leader in the research, development and commercialization of organic light emitting diode (OLED) technologies and materials for use in display and solid-state lighting applications. Founded in 1994 and with subsidiaries and offices around the world, the Company currently owns, exclusively licenses or has the sole right to sublicense more than 5,500 patents issued and pending worldwide. Universal Display licenses its proprietary technologies, including its breakthrough high-efficiency UniversalPHOLED® phosphorescent OLED technology that can enable the development of energy-efficient and eco-friendly displays and solid-state lighting. The Company also develops and offers high-quality, state-of-the-art UniversalPHOLED materials that are recognized as key ingredients in the fabrication of OLEDs with peak performance. In addition, Universal Display delivers innovative and customized solutions to its clients and partners through technology transfer, collaborative technology development and on-site training. To learn more about Universal Display Corporation, please visit https://oled.com/.

Universal Display Corporation and the Universal Display Corporation logo are trademarks or registered trademarks of Universal Display Corporation. All other company, brand or product names may be trademarks or registered trademarks.

All statements in this document that are not historical, such as those relating to the projected adoption, development and advancement of the Company’s technologies, and the Company’s expected results and future declaration of dividends, as well as the growth of the OLED market and the Company’s opportunities in that market, are forward-looking financial statements within the meaning of the Private Securities Litigation Reform Act of 1995. You are cautioned not to place undue reliance on any forward-looking statements in this document, as they reflect Universal Display Corporation’s current views with respect to future events and are subject to risks and uncertainties that could cause actual results to differ materially from those contemplated. These risks and uncertainties are discussed in greater detail in Universal Display Corporation’s periodic reports on Form 10-K and Form 10-Q filed with the Securities and Exchange Commission, including, in particular, the section entitled “Risk Factors” in Universal Display Corporation’s Annual Report on Form 10-K for the year ended December 31, 2021. Universal Display Corporation disclaims any obligation to update any forward-looking statement contained in this document.

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Company’s climate tech solutions empowering smart energy decisions for energy providers and consumers on both sides of smart meters

MOUNTAIN VIEW, Calif.--(BUSINESS WIRE)--Bidgely’s artificial intelligence (AI)-powered energy solutions accelerated the clean energy future in 2022, achieving nearly 90 percent year-over-year sales growth. Aligning with net-zero commitments of global energy providers and regulators, Bidgely continued to unlock the power of meter data in 2022 to generate personalized metrics for every energy customer while helping utilities capitalize on new value opportunities and better manage the grid. Bidgely’s granular insights into consumer data successfully drove greater efficiency, sustainability and business growth across an expanding customer base of more than 50 utilities and energy retailers worldwide.

Avangrid's United Illuminating, San Diego Gas & Electric, Entergy, Oklahoma Gas and Electric, Georgia Power Company (Southern Company), Tucson Electric Power, New Hampshire Electric Cooperative, ZSE Energia, REC Ltd and BSES Rajdhani Power Limited (BRPL) were among those newly leveraging Bidgely’s insights, while software integrations with National Information Solutions Cooperative brought data-driven insights to utilities in rural U.S. communities for the first time this year.

“Bidgely’s focus on climate tech solutions that empower smarter energy decisions lends to our keen ability to anticipate market trends, then implement the right solutions at the right time,” said Abhay Gupta, CEO of Bidgely. “We are generating meaningful momentum against the daunting challenges utilities – and all of society – face in regards to sustainability with future-ready solutions that are contributing to cleaner energy today.”

Industry Accolades and Leadership

Through AI that extracts insights on personal energy usage from customer data, Bidgely provides utilities with the intelligence and tools to improve both sides of the meter – customer and the grid. Bidgely’s Home Energy Reports, for example, achieved an industry-leading 85 percent customer satisfaction, according to a Cadmus EM&V report. Bidgely’s collaboration with Rocky Mountain Power received the SECC 2022 Best Practices Award, noting exceptional excellence in serving small-to-medium businesses with appliance-level consumption data. Bidgely was also named a finalist in the S&P Platts Global Energy Awards ‘Grid Edge’ category for the second consecutive year.

As a climate tech pioneer, Bidgely CEO Abhay Gupta addressed the critical need to equip utilities with resources for achieving ambitious carbon reduction goals at this year’s Global Clean Energy Action Forum. Gupta’s on-stage discussions at EEI 2022 and DistribuTECH 2022 also focused on delivering customer-centric, climate forward approaches to energy management that turn challenges like electrification into growth opportunities.

Bidgely also continued to be recognized by Guidehouse and IDC MarketScape in 2022 as last year’s leaders in Home Energy Management and Customer Experience, respectively, noted as the industry-leading vendor for both sides of the meter through customer analytics and grid analytics.

Global Energy Markets Expansion

In addition to partnering with new U.S. utilities, Bidgely worked to relieve underserved energy constraints within international markets. In India, Bidgely launched its Energy Theft Solution and was selected for the Ministry of Power’s Powerthon 2022 to demonstrate how AI-enabled data analytics can detect and resolve India’s energy misuse issues. Bidgely further established partnerships with the country’s leading energy providers, including BRPL, to support theft reduction, load forecasting, electric (EV) detection, energy efficiency and more.

Bidgely received The Economic Times' 2022-2023 Future Ready Organization Award for its India workforce’s dedication to quality and innovation.

Electrification and Decarbonization Innovation

Bringing together a holistic view of consumption, growth and total load impact, Bidgely’s actionable intelligence educates, motivates and incentivizes the replacement of inefficient, fossil fuel-powered energy with smarter, cleaner electrification.

Advancements in the company’s next-generation disaggregation technology and deployment of its Electric Vehicle Solution by utilities like Duke Energy, PSEG Long Island, and United Illuminating in 2022 led to an unprecedented 71 percent shift in EV loads to off-peak periods – relieving grid congestion and lowering electricity expenses for drivers. Bidgely also played a key role in establishing the first EV managed charging program in Connecticut this year.

To learn more about the use of Bidgley analytics to prioritize digital engagement for improving customer experience and optimizing utility operations, download Bidgely’s Playbook for Building a Customer Experience 2.0 Platform.

About Bidgely

Bidgely is an AI-powered SaaS Company accelerating a clean energy future by enabling energy companies and consumers to make data-driven energy-related decisions. Powered by our unique patented technology, Bidgely's UtilityAI™ Platform transforms multiple dimensions of customer data - such as energy consumption, demographic, and interactions - into deeply accurate and actionable consumer energy insights. We leverage these insights to empower each customer with personalized recommendations, tailored to their individual personality and lifestyle, usage attributes, behavioral patterns, purchase propensity, and beyond. From a Distributed Energy Resources (DER) and Grid Edge perspective, Bidgely is advancing smart meter innovation with data-driven solutions for solar PVs, EV detection, EV behavioral load shifting and managed charging, energy theft, short-term load forecasting, grid analytics, and TOU rate designs. Bidgely’s UtilityAI™ energy analytics provides deep visibility into generation, consumption for better peak load shaping and grid planning, and delivers targeted recommendations for new value-added products and services. With roots in Silicon Valley, Bidgely has over 17 energy patents, $75M+ in funding, retains 30+ data scientists, and brings a passion for AI to utilities serving residential and commercial customers around the world. For more information, please visit www.bidgely.com or the Bidgely blog at bidgely.com/blog.

Christine Bennett
Bidgely
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ANKENY, Iowa--(BUSINESS WIRE)--Casey’s General Stores, Inc. ("Casey's" or the "Company") (Nasdaq: CASY) a leading convenience store chain in the United States, today announced financial results for the three and six months ended October 31, 2022.

Second Quarter Key Highlights

• Diluted EPS of $3.67, up 42% from the same period a year ago.
• Inside same-store sales increased 7.9% compared to prior year, and 14.4% on a two-year stack basis, with an inside margin of 39.8%. Total inside gross profit increased 8.9% to $504.5 million compared to the prior year.
• Same-store fuel gallons were up 0.3% compared to prior year with a fuel margin of 40.5 cents per gallon. Total fuel gross profit increased 22.7% to $284.4 million compared to the prior year.
• Same-store operating expense excluding credit card fees were up 1.3%, favorably impacted by a 3% reduction in same-store labor hours.
• The Company is updating its Fiscal 2023 Outlook due to improved inside sales and operating expense performance.

“Thanks to our entire team, Casey's delivered another excellent quarter by growing inside sales while driving efficiency throughout the business,” said Darren Rebelez, President and CEO. “Inside same-store sales were driven by prepared food and dispensed beverages, most notably pizza and fountain sales. Grocery and general merchandise achieved impressive results in both alcoholic and non-alcoholic beverages. The fuel gross profit dollars remained strong as our fuel team executed at a high level again and struck the right balance between sales volume and gross profit margin. The resiliency of our business model along with the ability to effectively execute on our long-term strategic plan continues to drive shareholder value.”

Earnings

Net income, diluted EPS, and Adjusted EBITDA (reconciled later in the document), were up compared to the same period a year ago as higher profitability both inside the store and in fuel was partially offset by higher operating expenses due to operating 83 additional stores, as well as increased credit card fees resulting from the higher retail price of fuel.

Inside

Total inside sales were up 11.4% for the quarter driven by strong performance in prepared food items including both pizza slices and whole pies, as well as non-alcoholic and alcoholic beverages, snacks and candy from the grocery and general merchandise category. Inside margin was down 90 basis points compared to the same quarter a year ago. Grocery and general merchandise margin was consistent with the prior year, while higher prepared food and dispensed beverage ingredient costs, notably cheese, partially offset by price adjustments, continued to pressure gross profit margin relative to the prior year.

Fuel¹

Total gallons increased 5.0% compared to the prior year due to the store count increase while same-store gallons sold were up 0.3% versus the prior year. The Company’s total fuel gross profit was up 22.7% versus the prior year, favorably impacted by higher cents per gallon. The Company sold $11.1 million in renewable fuel credits (RINs) in the second quarter, an increase of $4.8 million from the same quarter in the prior year.

Operating Expenses

Operating expenses increased 7.7% during the second quarter. Over 2% of the increase is due to operating 83 more stores than prior year and over 1% of the change is related to an increase in same-store credit card fees from higher retail fuel prices. Approximately 1% of the increase was due to a non-cash impairment charge and approximately 1% of the increase is from internal fuel expense related to grocery self-distribution. Same-store operating expense excluding credit card fees was also up 1.3%, benefited by a 3% reduction in same-store hours.

Expansion

Liquidity

At October 31, 2022, the Company had approximately $884 million in available liquidity, consisting of approximately $415 million in cash and cash equivalents on hand and $469 million in undrawn borrowing capacity on existing lines of credit.

Share Repurchase

The Company has $400 million remaining under its existing share repurchase authorization. There were no repurchases made against that authorization in the second quarter.

Dividend

At its December meeting, the Board of Directors voted to pay a quarterly dividend of $0.38 per share. The dividend is payable February 15, 2023 to shareholders of record on February 1, 2023.

Fiscal 2023 Outlook

Due to the strong year-to-date performance the Company is modifying its fiscal 2023 outlook. The Company now expects same-store inside sales to be approximately 5% to 7%. Total operating expense increase is expected to be near the low end of the annual range which was approximately 9% to 10%. The tax rate is now expected to be between approximately 24% and 25% for the year.

The Company is not updating its outlook for the following metrics. Inside margin is expected to be approximately 40%. The Company expects same-store fuel gallons to be flat to 2% higher. The Company expects to add approximately 80 stores in fiscal 2023, and expects to exceed our stated three year commitment of 345 units. Interest expense is expected to be approximately $55 million. Depreciation and amortization is expected to be approximately $320 million and the purchase of property plant and equipment is expected to be approximately $450 to $500 million, including approximately $135 million in one-time store remodel costs for recently acquired stores.