Archaea Energy Inc. (“Archaea” or the “Company”) (NYSE: LFG)
today announced that the Company will redeem all of its publicly
held warrants (the “Public Warrants”) to purchase shares of the
Company’s Class A common stock, par value $0.0001 per share (the
“Class A Common Stock”), that remain outstanding at 5:00 p.m., New
York City time, on December 6, 2021 (the “Redemption Date”) for a
redemption price of $0.10 per Public Warrant (the “Redemption
Price”). The Public Warrants were issued under the Warrant
Agreement, dated October 21, 2020 (the “Warrant Agreement”), by and
among the Company, LFG Acquisition Holdings LLC and Continental
Stock Transfer & Trust Company, as warrant agent (the “Warrant
Agent”), as part of the units sold in the Company’s initial public
offering (the “IPO”).
In addition, the Company will redeem all of its warrants to
purchase shares of Class A Common Stock that were issued to Atlas
Point Energy Infrastructure Fund, LLC (the “Forward Purchase
Warrants” and, together with the Public Warrants, the “Redeemable
Warrants”) in a private placement simultaneously with the
consummation of the Company’s business combination on September 15,
2021 (the “Business Combination”) that remain outstanding on the
Redemption Date at the Redemption Price.
Under the terms of the Warrant Agreement, the Company is
entitled to redeem all 12.1 million outstanding Redeemable Warrants
at a redemption price of $0.10 per Redeemable Warrant if the last
reported sales price of the Class A Common Stock has been at least
$10.00 per share on the trading day prior to the date on which the
notice of redemption is given and provided that there is an
effective registration statement covering the shares of Class A
Common Stock issuable upon exercise of the Redeemable Warrants and
a current prospectus relating thereto available throughout the
30-day redemption period. The Company has directed the Warrant
Agent to deliver a notice of redemption to each of the registered
holders of the outstanding Redeemable Warrants.
Pursuant to the Warrant Agreement, the 6.8 million warrants to
purchase Class A Common Stock that were issued in a private
placement simultaneously with the IPO are not subject to this
redemption as they are still held by the initial holders
thereof.
The Redeemable Warrants may be exercised by the holders thereof
until 5:00 p.m., New York City time, on the Redemption Date
(December 6, 2021) to purchase shares of Class A Common Stock
underlying such warrants. Holders may continue to exercise
Redeemable Warrants and receive Class A Common Stock in exchange
for payment in cash of the $11.50 per warrant exercise price.
Alternatively, a holder may elect to exercise their Redeemable
Warrants on a “cashless basis” and surrender Redeemable Warrants
for a certain number of shares of Class A Common Stock that is
determined by reference to the table set forth in Section 6.2 of
the Warrant Agreement based on the fair market value of the shares
of Class A Common Stock and length of time to the expiration of the
Redeemable Warrants. Holders of Redeemable Warrants that elect to
exercise on such a cashless basis (instead of paying the $11.50 per
warrant cash exercise price) will receive 0.361 shares of Class A
Common Stock for each Redeemable Warrant surrendered for exercise.
If any holder of Redeemable Warrants would, after taking into
account all of such holder’s Redeemable Warrants exercised at one
time, be entitled to receive a fractional interest in a share of
Class A Common Stock, the number of shares the holder will be
entitled to receive will be rounded down to the nearest whole
number of shares. The exercise procedures are described in the
notice of redemption and the election to purchase included
therein.
To minimize dilution to its existing stockholders as a result of
warrant exercises, the Company intends to use any cash proceeds
received from exercises of its warrants to repurchase shares of
Class A Common Stock from Aria Renewable Energy Systems LLC at a
price of $17.65 per share. Aria Renewable Energy Systems LLC
beneficially owns Class A units of LFG Acquisition Holdings LLC,
which are convertible into shares of Class A Common Stock, as a
result of the Business Combination. The net result of the
redemption of Redeemable Warrants, combined with such repurchase of
shares, is a maximum net share count increase of 4.4 million shares
associated with the Redeemable Warrants.
Any Redeemable Warrants that remain unexercised at 5:00 p.m.,
New York City time, on the Redemption Date will be void and no
longer exercisable, and the holders of those Redeemable Warrants
will be entitled to receive only the redemption price of $0.10 per
Redeemable Warrant. Holders of Public Warrants held in “street
name” should contact their broker to determine their broker’s
procedure for exercising their Public Warrants.
The Company understands from the New York Stock Exchange (the
“NYSE”) that December 3, 2021, the trading day prior to the
Redemption Date, will be the last day on which the Public Warrants
will be traded on the NYSE.
None of the Company, its board of directors or employees has
made or is making any representation or recommendation to any
holder of the Redeemable Warrants as to whether to exercise or
refrain from exercising any Redeemable Warrants.
The shares of Class A Common Stock underlying the Redeemable
Warrants have been registered by the Company under the Securities
Act of 1933, as amended, and are covered by a Registration
Statement on Form S-l (Registration No. 333-260094) filed with, and
declared effective by, the Securities and Exchange Commission (the
“Registration Statement”).
Questions concerning redemption or exercise of the Redeemable
Warrants may be directed to the Company’s redemption information
agent, D.F. King & Co., Inc., Attention: Michael Horthman, by
calling (800) 848-3410 (or (212) 269-5550 for banks and brokers),
or by emailing LFG@dfking.com. Questions may also be directed to
the Warrant Agent, Continental Stock Transfer & Trust Company,
at 1 State Street, 30th Floor, New York, New York 10004, Attention:
Compliance Department, or by calling (212) 509-4000.
No Offer or Solicitation
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any offer of any
of the Company’s securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful prior to the
registration or qualification under the securities laws of any such
jurisdiction.
About Archaea Energy Inc.
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.
Forward Looking Statements
Certain statements made in this release are “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 the Company’s intended use of proceeds from
the exercise of its warrants for cash. 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 Registration Statement,
including those under “Risk Factors” therein, and other documents
filed or to be filed with the Securities and Exchange Commission 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. Neither the Company nor Aria
Renewable Energy Systems LLC undertakes or accepts 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/20211104005390/en/
Investors Megan Light mlight@archaea.energy 346-439-7589 Media
Katarina Matic Kmatic@montiethco.com 917-853-1105
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