BP Products North America Inc. entered into an agreement to acquire Archaea Energy Inc. (NYSE:LFG) from a group of shareholders for $3.2 billion on October 16, 2022. BP will acquire Archaea Energy for $26 per share. Upon completion of the transaction, Archaea will operate as a subsidiary within BP. Archaea will pay a termination fee of $114.5 million to BP, in case Archaea terminates the transaction. BP will pay a termination fee of $327.2 million to Archaea, in case BP terminates the transaction. The transaction is subject to Archaea shareholder approval, expiration or termination of any applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, approvals and clearances by the Federal Energy Regulatory Commission, and other customary conditions. Closing is not subject to any financing condition. The transaction has been approved by the Board of Directors of Archaea unanimously, and by the Board of Directors of BP. Concurrently with the execution of the merger agreement, certain stockholders of the Archaea collectively constituting approximately 27% of the outstanding shares of Archaea Common Stock executed a voting agreement in favor of the transaction. On December 13, 2022, Archaea held a special meeting of stockholders at which the stockholders considered and voted upon the adoption of the Merger Agreement. The transaction is expected to complete by the end of 2022. Post integration, BP expects the transaction to be accretive to both its earnings per share and free cash flow per share.

Adrian Doyle and Edward Manheimer of Morgan Stanley & Co. LLC is acting as financial adviser to BP and Jenny Hochenberg, Ethan Klingsberg, Nicole Foster, Joe Soltis, Mena Kaplan, Chris Lyon, Brock Dahl and Kyle Lakin of Freshfields Bruckhaus Deringer LLP as lead legal advisors to BP. Ben Lett, Bradley R. Hutchinson, Sergio Saffi Marques, Chris Dawkins, Sam Schaefer Ricardo Cuenca, Towson Remmel and Raymond Woods of BofA Securities acted as financial advisors and fairness opinion providers to Archaea and David B. Feirstein, Cyril V. Jones, Matthew R. Pacey, Lanchi D. Huynh, Stephen M. Jacobson, Jabir Yusoff, Michael Beinus, Vivek Ratnam and Steven Y. Li of Kirkland & Ellis LLP acted as Archaea's legal advisor. Dave Grubman and James Kitchen of Jones Day represented the management team and co-founders of Archaea Energy Inc. Continental Stock Transfer & Trust Company acted as transfer agent to Archaea. Archaea has retained D.F. King & Co., Inc. to solicit stockholder proxies at a total cost to the Company of approximately $17,500 plus reasonable expenses. The Company has agreed to pay BofA Securities for its services in connection with the Merger an aggregate fee of approximately $29.0 million, $2.5 million of which was payable upon the delivery of its opinion and the remaining portion of which is contingent upon the consummation of the Merger. BofA Securities, Inc. acted as due diligence provider to Archaea. Cleary Gottlieb Steen & Hamilton LLP represented BofA Securities, Inc. who acted as financial advisor to Archaea. Michael B. Bernstein and Justin Hedge of Arnold & Porter Kaye Scholer LLP acted as the legal advisor to BP.

BP Products North America Inc. completed the acquisition of Archaea Energy Inc. (NYSE:LFG) from a group of shareholders on December 28, 2022. The regulatory approval has been received for the transaction. With the close of the agreement, Archaea common shares will cease to be listed on the NYSE.