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    Archaea Energy, Aria Energy Close Combination


    September 17, 2021 - EquityBites

     

      US-based renewable natural gas company Archaea Energy LLC has closed a business combination with Michigan-based landfill gas sector provider Aria Energy LLC in a transaction led by special purpose acquisition company Rice Acquisition Corp. (NYSEL RICE), to form RNG platform, the company said.

      Terms of the transaction were not disclosed.

      Concurrent with the completion of the business combination, RAC has changed its name to Archaea Energy Inc. Commencing at the open of trading on September 16, 2021, Archaea's class A common stock and warrants are expected to begin trading on the New York Stock Exchange under the symbols "LFG" and "LFG WS," respectively.

      The transaction was unanimously approved by RAC's board of directors and was approved at a special meeting of RAC's stockholders on September 9, 2021.

      More than 99% of the votes cast on the business combination proposal at the Special Meeting were in favor of approving the business combination.

      RAC's stockholders also voted to approve all other proposals presented at the Special Meeting.

      The business combination was primarily funded by approximately USD 237m of cash from RAC's cash-in-trust, USD 220m in proceeds from corporate level debt, and USD 300m from the previously announced private investment in public equity.

      The company also entered into USD 133m of project financing in early 2021 related to Project Assai, a high-Btu RNG facility under construction near Scranton, Pennsylvania, which is expected to be completed in 1Q 2022.

      The company will use the remaining proceeds to fund its growth strategy, which includes upgrading Aria's legacy RNG projects, converting existing landfill gas-to-electric projects to RNG projects, and developing its substantial backlog of greenfield RNG project opportunities.

      Archaea management and the Rice family have transferred 100% of their Archaea Energy equity into equity of the company.

      Archaea Energy LLC's senior management team will continue to lead the company, including Nick Stork, Richard Walton (president), Eric Javidi (chief financial officer), Lindsay Ellis (General Counsel and Corporate secretary), Brian McCarthy (Chief Investment officer), Derek Kramer (chief technology officer), Chad Bellah (Chief Accounting officer), and Ted Yowonske (Chief Development officer).

      The company's board of directors will be comprised of seven directors, six of whom are "independent directors" as defined in the NYSE listing standards and applicable US Securities and Exchange Commission ("SEC") rules. The directors will be J. Kyle Derham, Dr. Kathryn Jackson, Joseph Malchow, Scott Parkes, Daniel Joseph Rice, IV, Nick Stork, and James Torgerson.

      A more detailed description of the transaction can be found in the definitive proxy statement filed by RAC with the SEC on August 12, 2021.

      Moelis and Company LLC acted as advisor to the RAC Special Committee, which was composed of independent directors of RAC and formed to negotiate the business combination. Richards, Layton and Finger PA served as legal counsel to the RAC Special Committee.

      Kirkland and Ellis LLP served as legal counsel to RAC. Pillsbury Winthrop Shaw Pittman LLP served as legal counsel to Archaea Energy LLC. Barclays acted as financial advisor to Aria Energy LLC. Orrick served as legal counsel to Aria Energy LLC. Citi and Jefferies LLC acted as lead placement agents and Roth Capital Partners LLC acted as co-placement agent on the PIPE.

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