Item 1.01 Entry into a Material Definitive Agreement.
On November 3, 2021, Archaea Energy Inc. (the "Company") and LFG Acquisition
Holdings LLC, a subsidiary of the Company ("Opco"), entered into a Share
Repurchase Agreement (the "Repurchase Agreement") with Aria Renewable Energy
Systems LLC, a Delaware limited liability company ("Aria RES"). Pursuant to the
Repurchase Agreement, on a weekly basis during the period beginning on November
3, 2021 and ending on the date that is one week after the date on which the
Company has received all cash payments from exercises of the Redeemable Warrants
(as defined below), the Company will repurchase from Aria RES the number of
shares of the Company's Class A common stock, par value $0.0001 per share
("Class A Common Stock"), equal to all cash received by the Company from
exercises of the Redeemable Warrants during the preceding calendar week divided
by $17.65 (rounded down to the nearest whole number). Assuming all of the
holders of the Redeemable Warrants exercise their warrants for cash prior to the
Redemption Date (as defined below), the Company would receive approximately
$139.3 million in cash and would repurchase 7,891,991 shares of Class A Common
Stock from Aria RES. The holders of the Redeemable Warrants may elect to
exercise their Redeemable Warrants by paying the exercise price with cash or may
elect to exercise on a "cashless basis," which would reduce the cash proceeds
received by the Company and, correspondingly, the number of shares repurchased
from Aria RES. The foregoing description of the Repurchase Agreement is not
complete and is qualified in its entirety by reference to the copy of the
Repurchase Agreement filed as Exhibit 10.1 hereto, which is incorporated herein
by reference.
As of November 3, 2021, Aria RES beneficially owns 21,700,232 shares of the
Company's Class B common stock, par value $0.0001 per share ("Class B Common
Stock"), and 21,700,232 Class A units of Opco ("Opco Class A units"), which it
received as partial consideration in the Aria Merger (as defined and further
described in the Company's Current Report on Form 8-K filed on September 21,
2021). Pursuant to the Second Amended and Restated Limited Liability Company
Agreement of Opco, at the request of the holder, each Opco Class A unit may be
redeemed for, at Opco's election, a newly-issued share of Class A Common Stock
or a cash payment equal to the Cash Election Amount (which is generally the
volume-weighted average closing price of one share of Class A Common Stock for
the five consecutive trading days prior to the date on which the holder
requested the redemption), and upon redemption of such Opco Class A unit, a
share of Class B Common Stock shall be surrendered by the holder and cancelled
by the Company.
In connection with the Aria Merger, upon consummation thereof on September 15,
2021, Aria RES, along with certain other stockholders of the Company, entered
into a Stockholders' Agreement with the Company (the "Stockholders Agreement").
Pursuant to the Stockholders Agreement, among other things, (i) Aria RES and
certain other parties thereto were granted certain customary registration
rights, (ii) Aria RES, its affiliates and their permitted transferees (the "Ares
Investor") have the right to designate one director (the "Aria Director") for
appointment or election to the board of directors of the Company (the "Board")
for so long as the Ares Investor holds at least 50% of the Registrable
Securities (as defined in the Stockholders Agreement) held by it upon
consummation of the Aria Merger (the first date on which the Ares Investors no
longer holds such amount, the "Aria Fall-Away Date"), and (iii) until the Aria
Fall-Away Date, the Board shall consult with Aria RES (and the other "Aria
Holders" as defined in the Stockholders Agreement) regarding the persons to be
designated as independent directors. On the Aria Fall-Away Date, the right of
the Ares Investor to designate a director shall cease and the term of the
then-current Aria Director shall thereupon automatically end. Additionally,
pursuant to the Stockholders Agreement, Aria RES and the other Aria Holders are
subject to a 180-day lock-up period on transferring their equity interests in
the Company and Opco, subject to early expiration based on the per share trading
price of the Class A Common Stock, as set forth in the Stockholders Agreement.
The Stockholders Agreement generally provides that if, following the
consummation of the Aria Merger on September 15, 2021, the last sale price of
the Class A Common Stock on the New York Stock Exchange for any 10 trading days
within any 15 trading-day period commencing 15 days after the consummation of
the Aria Merger exceeds (i) $13.50 per share, then the Aria Holders, together
with their permitted transferees, may transfer the equity interests in the
Company that they received in the Aria Merger (the "Aria Closing Shares") during
the 180-day lock-up period without restriction in an amount up to one-third of
the Aria Closing Shares, (ii) $16.00 per share, then the Aria Holders, together
with their permitted transferees, may transfer up to an additional one-third of
the Aria Closing Shares in excess of the Aria Closing Shares described in the
foregoing clause (i) (i.e., up to two-thirds of the Aria Closing Shares in the
aggregate) without restriction, and (iii) $19.00 per share, then the Aria
Holders, together with their permitted transferees, may transfer any of the Aria
Closing Shares without restriction. The Stockholders Agreement is further
described in the Company's Current Report on Form 8-K filed on September 21,
2021 and a copy thereof is filed therewith as Exhibit 10.13.
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Item 8.01 Other Events.
On November 4, 2021, the Company delivered a Notice of Redemption (the "Notice
of Redemption") calling for the redemption (the "Redemption") of (i) all of its
publicly held warrants to purchase shares of Class A Common Stock (the "Public
Warrants"), which were issued under the Warrant Agreement, dated October 21,
2020 (the "Warrant Agreement"), by and among the Company, Opco and Continental
Stock Transfer & Trust Company, as warrant agent, as part of the units sold in
the Company's initial public offering (the "IPO"), that remain outstanding at
5:00 p.m., New York City time, on December 6, 2021 (the "Redemption Date") and
(ii) all of its warrants to purchase shares of Class A Common Stock that were
issued under the Warrant Agreement to Atlas Point Energy Infrastructure Fund,
LLC in a private placement simultaneously with the consummation of the Company's
business combination on September 15, 2021 (the "Forward Purchase Warrants" and,
together with the Public Warrants, the "Redeemable Warrants") that remain
outstanding at 5:00 p.m., New York City time, on the Redemption Date, in each
case for a redemption price of $0.10 per warrant. A copy of the Notice of
Redemption is filed as Exhibit 99.1 hereto and is incorporated herein by
reference.
Warrants to purchase shares of Class A Common Stock that were issued under the
Warrant Agreement in a private placement simultaneously with the closing of the
IPO are still held by the initial holders thereof or their permitted transferees
and thus are not subject to the Redemption.
On November 4, 2021, the Company issued a press release announcing the
Redemption. A copy of the press release is filed as Exhibit 99.2 hereto and is
incorporated herein by reference.
None of this Current Report on Form 8-K, the Notice of Redemption attached
hereto as Exhibit 99.1 or the press release attached hereto as Exhibit 99.2
constitutes an offer to sell or the solicitation of an offer to buy any of the
Company's securities, and none shall constitute an offer, solicitation or sale
in any jurisdiction in which such offering, solicitation or sale would be
unlawful.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
10.1 Share Repurchase Agreement, dated November 3, 2021, by and between
Archaea Energy Inc., LFG Acquisition Holdings LLC and Aria Renewable
Energy Systems LLC.
99.1 Notice of Redemption dated November 4, 2021.
99.2 Press release dated November 4, 2021.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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ARCHAEA ENERGY INC. 
