By Daniel Webster, dWeb.News Publisher
CANONSBURG, Pa.–(BUSINESS WIRE)–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.
On September 9th, RAC’s Board of Directors unanimously approved the transaction. The special meeting of RAC stockholders (the “Special Meeting”) approved the transaction 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. All other proposals at the Special Meeting were also approved by RAC’s stockholders.
Nick Stork (Archaea’s Chief Operating Officer) stated that they are happy to have completed their business combination. This will allow them to rapidly develop our robust inventory, high-risk, economically sound RNG projects. “I want to thank all members of the Archaea, Aria teams for their tireless efforts in getting me to this point. I’m also excited about the dedication that we will continue to bring in order to achieve our next phase as the only scale producer and exporter of renewable natural gas. “While it has taken significant effort to get us here, today is in many ways day one for Archaea. We have a mission to change the status quo. Our team has a unique, technology-driven approach to RNG development. This is complemented by a commercial strategy that is de-risked and uses long-term contracts to ensure that our partners are able to reduce their carbon footprints and achieve sustainability goals. 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.
This Company will use the proceeds to finance its growth strategy. It plans to upgrade Aria’s legacy RNG plants, convert existing landfill gas-toelectric projects into RNG projects and develop its large backlog of greenfield RNG opportunities. Archaea management and the Rice family have transferred 100% of their Archaea Energy equity into equity of the Company. The senior management team of Archaea Energy LLC will continue to lead and manage the Company. They include Nick Stork (President), Eric Javidi, Chief Financial Officer, Lindsay Ellis (General Counsel, Corporate Secretary), Brian McCarthy, Chief Investment Officer, Chad Bellah, Chief Accounting Officer, Ted Yowonske, and Ted Yowonske.
The Board of Directors of the Company will consist of seven directors. Six of them are independent directors as per the NYSE listing standards and U.S Securities and Exchange Commission (“SEC”) rules. J. Kyle Derham and Dr. Kathryn Jackson will serve as directors. Scott Parkes and Daniel Joseph Rice IV, Nick Stork and James Torgerson will also be involved.
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 & 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. The RAC Special Committee was represented by Richards, Layton and Finger PA. Kirkland & Ellis LLP was the legal counsel for RAC. Pillsbury Winthrop Shaw Pittman LLP was Archaea Energy LLC’s legal counsel. Aria Energy LLC was represented by Barclays as its financial advisor. Aria Energy LLC was represented by Orrick. Citi and Jefferies LLC were the lead placement agents, while Roth Capital Partners LLC was the co-placement agent.
Archaea Energy Inc. has an industry-leading RNG platform and the expertise to develop, construct, and operate RNG facilities that capture and convert waste emissions into low carbon fuel. Archaea’s technology-driven approach is supported by substantial gas processing expertise. This allows Archaea, which has a significant RNG platform, to deliver RNG projects with higher uptime, efficiency, lower development costs, and shorter time to market than the industry averages. Archaea works with farm and landfill owners to transform their feedstocks into RNG, and turn their facilities into renewable energy centres. Archaea’s commercial strategy differs from other companies in that it offers long-term contracts to commercial partners. This provides a reliable, permanent, and sustainable solution for decarbonizing fossil fuels in high carbon emission industries and processes.
Additional information is available at http://www.archaeaenergy.com/.
The Rice Acquisition Corp. was founded by Rice Energy and EQT executives. RAC plans to use its industry-leading expertise to help develop the world’s clean electricity 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 can be identified using words like “may,”” “might”, “will,” or “could,” as well as the use of words such “intend,” 2021, “target,” and “anticipate,” but not all forward-looking statements include such words. Forward-looking statements include all statements that are not historical facts. These statements include statements regarding market conditions, trends, earnings and performance, strategies and prospects, and other aspects related to the Company’s business. Forward-looking statements are based upon current expectations, estimates and projections, as well as opinions and/or beliefs. These statements can be affected by known and unknown risks and uncertainties.
There are many risks and uncertainties that could result in actual results differing materially from the forward-looking statements. These include but not limited to: (a. the Company’s ability recognize the expected benefits of the business combination; (b. the Company’s ability and ability to develop new projects;(d. the reduction or elimination government economic incentives for renewable energy markets;) (e. the Company’s ability and willingness to invest in new projects and the Company’s ability and ability to locate suitable locations;)
This list is not exhaustive. Forward-looking statements are only valid as of the date they were made. You shouldn’t rely on them. The Company doesn’t accept or undertake any obligation to revise forward-looking statements, regardless of whether new information is available or not, except as required by law.
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