Archaea Energy, Aria Energy close business combination

By Archaea Energy Inc. | September 16, 2021

Archaea Energy Inc., formerly known as Rice Acquisition Corp., announced Sept. 15 that it has completed its previously announced business combination with Aria Energy LLC and Archaea Energy LLC, 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 Sept. 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 RAC’s stockholders on Sept. 9, 2021. More than 99 percent 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 CEO. “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. 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 percent 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 rules. The directors will be J. Kyle Derham, 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 Aug. 12, 2021.