Item 1.02 Termination of a Material Definitive Agreement.
In connection with the Mergers, borrowings outstanding under the Revolving
Credit and Term Loan Agreement, dated as of
Also in connection with the Mergers, the (i) 3.75% Senior Secured Notes due
Also in connection with the Mergers, the Warrant Agreement (as defined below), as amended, was automatically terminated immediately following the effective time of the Opco Merger (the "Opco Merger Effective Time"), except with respect to the right to receive the Per Warrant Redemption Amount (as defined below).
Item 2.01 Completion of Acquisition or Disposition of Assets.
The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.
Company Capital Stock
At the effective time of the Company Merger (the "Effective Time"), in
accordance with the terms and conditions set forth in the Merger Agreement, (i)
each share of Class A common stock, par value
1 Opco Units
At the Opco Merger Effective Time, in accordance with the terms and conditions set forth in the Merger Agreement, (i) each Class A Unit of Opco (each, an "Opco Unit") held by a holder other than the Company or any of its subsidiaries issued and outstanding as of immediately prior to the Opco Merger Effective Time was automatically cancelled, extinguished and converted into the right to receive cash in an amount equal to the Per Share Price and (ii) each Opco Unit held by the Company or any of its subsidiaries immediately prior to the Opco Merger Effective Time became an equivalent number of limited liability company interests of the surviving Opco held by the Company, as the surviving corporation in the Company Merger.
Company Equity Awards
At the Effective Time, each award of restricted stock units of the Company ("Company RSUs") that was outstanding and vested as of immediately prior to the Effective Time and each Company RSU that was held by a non-employee director of the Company immediately prior to the Effective Time, and each award of performance-based restricted stock units of the Company ("Company PSUs") that was outstanding and vested as of immediately prior to the Effective Time ("Vested Company RSUs" and "Vested Company PSUs," respectively) and, with respect to each holder of Company RSUs or Company PSUs, 50% of such holder's Company RSUs and such holder's Company PSUs that were outstanding and unvested as of immediately prior to the Effective Time ("Deemed Vested Company RSUs" and "Deemed Vested Company PSUs," respectively) were, in each case, automatically cancelled and converted into the right to receive an amount in cash (without interest and subject to applicable withholding taxes) equal to the product of . . .
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.
On the Closing Date, the Company notified the
Upon effectiveness of the Form 25, the Company intends to file a certification
on Form 15 with the
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth in the Introductory Note and Items 2.01, 3.01, 5.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
As a result of the Company Merger, each share of Company Class A Common Stock that was issued and outstanding immediately prior to the Effective Time (except as described in Item 2.01 of this Current Report on Form 8-K) was, at the Effective Time, automatically canceled, extinguished and converted into the right to receive the Per Share Price. Accordingly, at the Effective Time, the holders of such shares ceased to have any rights as stockholders of the Company, other than the right to receive the Per Share Price.
Item 5.01 Change in Control of Registrant.
The information set forth in the Introductory Note and Items 2.01, 3.03 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.
As a result of the Company Merger, at the Effective Time, a change of control of the Company occurred, and the Company became a wholly owned subsidiary of Parent.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02.
As a result of the Mergers, at the Effective Time,
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Item 5.03 Amendments to Articles of Incorporation of Bylaws; Change in Fiscal Year.
The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.
Pursuant to the terms of the Merger Agreement, at the Effective Time, (i) the Company's Amended and Restated Certificate of Incorporation, as in effect immediately prior to the Effective Time, was amended and restated in its entirety (the "Charter"), and (ii) the Company's Bylaws, as in effect immediately prior to the Effective Time, were amended and restated in their entirety (the "Bylaws"). A copy of the Charter and a copy of the Bylaws are attached hereto as Exhibit 3.1 and Exhibit 3.2, respectively, and are incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description 2.1+ Agreement and Plan of Merger, dated as ofOctober 16, 2022 , by and amongBP Products North America Inc. ,Condor RTM Inc. ,Condor RTM LLC ,LFG Acquisition Holdings LLC andArchaea Energy Inc. (incorporated herein by reference to Exhibit 2.1 of the Company's Current Report on Form 8-K filed onOctober 17, 2022 ). 3.1 Amended and Restated Certificate of Incorporation ofArchaea Energy Inc. , effectiveDecember 28, 2022 . 3.2 Amended and Restated Bylaws ofArchaea Energy Inc. , effectiveDecember 28, 2022 . 99.1 Press Release datedDecember 28, 2022 . 104 Cover Page Interactive Data File (embedded within Inline XBRL document).
+ The Company agrees to furnish supplementally to the
schedule (or similar attachment) upon the request of the
Item 601(a)(5) of Regulation S-K.
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