Transaction Creates Industry Leading Renewable
Natural Gas Platform
Class A Common Stock to Trade on the NYSE Under
the Ticker “LFG” Effective September 16, 2021
Archaea Energy Inc. (“Archaea” or “the Company”), formerly known
as Rice Acquisition Corp. (“RAC”), announced today that it has
completed its previously announced business combination with Aria
Energy LLC (“Aria”) and Archaea Energy LLC (“Archaea Energy”),
creating the industry leading renewable natural gas (“RNG”)
platform.
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 (“NYSE”) 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 (the “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.
“We are excited to complete our business combination, which
enables us to continue rapidly developing our robust inventory of
highly economic, low-risk RNG projects,” said Nick Stork, Archaea’s
Chief Executive Officer. “I would like to thank each member of the
Archaea and Aria teams for their diligent efforts in getting us to
this point, and I am excited about the dedication we will continue
to bring to reach our next phase of growth as the only scale
producer of renewable natural gas.”
“While significant work has brought us here, in many ways today
is also day one for Archaea. We are on a mission to break through
the status quo and create a new paradigm in RNG development by
integrating our team’s expertise with an innovative,
technology-driven approach to project development and a
differentiated commercial strategy de-risked by long-term
contracts. We are laser-focused on delivering on our strategic
objectives, creating value for our stakeholders, and enabling our
partners to reduce their respective carbon footprints and achieve
their sustainability goals.”
The business combination was primarily funded by approximately
$237 million of cash from RAC’s cash-in-trust, $220 million in
proceeds from corporate level debt, and $300 million from the
previously announced private investment in public equity (“PIPE).
The Company also entered into $133 million 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 U.S. 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.
Advisors
Moelis & 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 & 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.
About Archaea
Archaea Energy Inc. is one of the largest RNG producers in the
U.S., with an industry leading RNG platform and expertise in
developing, constructing, and operating RNG facilities to capture
waste emissions and convert them into low carbon fuel. Archaea’s
innovative, technology-driven approach is backed by significant gas
processing expertise, enabling Archaea to deliver RNG projects that
are expected to have higher uptime and efficiency, and lower
development costs and time to market, than industry averages.
Archaea partners with landfill and farm owners to help them
transform their long-lived feedstock sources into RNG and convert
their facilities into renewable energy centers. Archaea’s
differentiated commercial strategy is focused on long-term
contracts that provide commercial partners a reliable,
non-intermittent, sustainable decarbonizing solution to displace
fossil fuels in high-carbon emission processes and industries.
Additional information is available at
www.archaeaenergy.com/.
About RAC
Rice Acquisition Corp. is led by former executives of Rice
Energy and EQT, the largest natural gas producer in the U.S. RAC
intends to leverage its expertise building industry-leading energy
production companies to develop the world’s clean energy
supply.
Forward Looking Statements
The information included herein and in any oral statements made
in connection herewith include “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. Forward-looking statements may be identified by the use of
words such as “may,” “might,” “will,” “would,” “could,” “should,”
“forecast,” “intend,” “seek,” “target,” “anticipate,” “believe,”
“expect,” “estimate,” “plan,” “outlook,” and “project” and other
similar expressions, although not all forward looking statements
contain such identifying words. All statements other than
historical facts are forward looking statements. Such statements
include, but are not limited to, statements concerning market
conditions and trends, earnings, performance, strategies, prospects
and other aspects of the business of the Company. Forward looking
statements are based on current expectations, estimates,
projections, targets, opinions and/or beliefs of the Company, and
such statements involve known and unknown risks, uncertainties and
other factors.
The risks and uncertainties that could cause those actual
results to differ materially from those expressed or implied by
these forward looking statements include, but are not limited to:
(a) the ability to recognize the anticipated benefits of the
business combination and any transactions contemplated thereby,
which may be affected by, among other things, competition, the
ability of the Company to grow and manage growth profitably and
retain its management and key employees; (b) the possibility that
the Company may be adversely affected by other economic, business,
and/or competitive factors; (c) the Company’s ability to develop
and operate new projects; (d) the reduction or elimination of
government economic incentives to the renewable energy market; (e)
delays in acquisition, financing, construction and development of
new projects; (f) the length of development cycles for new
projects, including the design and construction processes for the
Company’s projects; (g) the Company’s ability to identify suitable
locations for new projects; (h) the Company’s dependence on
landfill operators; (i) existing regulations and changes to
regulations and policies that effect the Company’s operations; (j)
decline in public acceptance and support of renewable energy
development and projects; (k) demand for renewable energy not being
sustained; (l) impacts of climate change, changing weather patterns
and conditions, and natural disasters; (m) the ability to secure
necessary governmental and regulatory approvals; and (n) other
risks and uncertainties indicated in the definitive proxy statement
filed by RAC, including those under "Risk Factors" therein, and
other documents filed or to be filed with the SEC by the
Company.
The foregoing list of factors is not exclusive. You should not
place undue reliance upon any forward looking statements, which
speak only as of the date made. The Company does not undertake or
accept any obligation or undertaking to update or revise the
forward looking statements set forth herein, whether as a result of
new information, future events or otherwise, except as may be
required by law.
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version on businesswire.com: https://www.businesswire.com/news/home/20210915006086/en/
Investors Megan Light
mlight@archaea.energy 346-439-7589
Media Katarina Matic
Kmatic@montiethco.com 917-853-1105
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