Rice Acquisition Corp. (NYSE:RICE) executed the letter of intent to acquire Aria Energy from Ares Management Corporation (NYSE:ARES) and others on February 22, 2021. Rice Acquisition Corp. (NYSE:RICE) enter into an agreement to acquire Aria Energy from Ares Management Corporation (NYSE:ARES) and others for approximately $690 million on April 7, 2021. Aria is being acquired for $680 million, consists of $450 million cash and $230 million rollover equity. The merger agreement provides for an additional cash payment in an amount not to exceed $10 million. The transaction will be financed through $238 million from RAC SPAC Cash in Trust, $220 million from Corporate Term Loan facility, $133 million from Assai Project Financing and $300 million of PIPE. In a related transaction, Rice Acquisition Corp agreed to acquire Archaea LLC from Rice Investment Group for approximately $350 million on April 7, 2021. The proposed transaction would involve the simultaneous acquisition of Aria Energy and Archaea Energy by Rice Acquisition Corporation (RAC). Post-acquisition, Archaea Equity Rollover will hold 29%, PIPE (Incl. Rice & Saltonstall) will hold 26%, SPAC Shareholders will hold 20%, Aria Equity Rollover will own 20% and RAC sponsor, independent directors, and Atlantic Trust will hold 5% stake in combine company. The combined company will be named Archaea Energy Inc. and plans to be listed on the NYSE under the ticker symbol “LFG”. The combined company will be managed by experienced executive team comprised of leaders from Archaea LLC and Aria. The combined company will be led by a majority independent board consisting of executives Daniel J. Rice, IV, Kyle Derham, Kate Jackson, Joe Malchow, and Jim Torgerson of RAC; Nicholas Stork, CEO of Archaea; and Scott Parkes of Ares. As of December 31, 2020, Aria Energy reported total revenue of $139 million, total assets of $393 million, net loss of $30 million, total common equity of $98 million and minority interest of $0.29 million. The transaction is subject to certain closing conditions, including receipt of approval by holders of a majority of the RAC stock held by stockholders unaffiliated with Rice Investment Group. The business combination was recommended to RAC’s Board of Directors by the Special Committee. The transaction has been unanimously approved by the Board based on the Special Committee’s recommendation. As of July 29, 2021, The statutory HSR waiting period expired on May 28, 2021. RAC created a Special Committee, comprised of the Independent Directors of RAC (the “Special Committee”), to negotiate the business combination of Aria, Archaea LLC, and RAC, including the purchase price for Aria and Archaea LLC. The transaction is expected to close in the third quarter of 2021. As of September 9, 2021, the stockholders of Rice Acquisition approved the transaction and it is expected to close on or about September 15, 2021. Moelis & Company LLC acted as financial advisor as well as fairness opinion provider and Richards, Layton and Finger PA acted as legal advisor to the Special Committee of Rice Acquisition. David B. Feirstein, Cyril V. Jones, Matthew R. Pacey and Lanchi D. Huynh of Kirkland & Ellis LLP acted as legal advisor, D.F. King & Co., Inc. acted as the proxy solicitor and Mark Zimkind of Continental Stock Transfer & Trust Company acted as the transfer agent for Rice Acquisition Corp. Barclays acted as financial advisor to Aria. John Cook, Kristin Seeger, Matthew Gemello, Marsha Mogilevich, Mark Weitzel, Kelly Mink, Zachary Finley, Jason Flaherty, Peter Elias, Steve Malvey, Sarah Schaedler, Amy Ray, Ashley Walter, Adam Wenner, Cory Lankford, Darrell Thomas, Sue Cowell and Wendy Kottmeier of Orrick acted as legal advisor to Aria. Citi and Jefferies LLC acted as lead placement agents and Roth Capital Partners LLC acted as co-placement agent. Orrick, Herrington & Sutcliffe acted as legal advisor to Ares Management. Moelis & Company LLC will receive a transaction fee of $12.5 million. Moelis & Company LLC also became entitled to receive a fee of $1 million, 25% of which became payable upon the delivery of its opinion, regardless of the conclusion reached. RAC has agreed to pay D.F. King a fee of $25,000 plus disbursements