Log in
E-mail
Password
Remember
Forgot password ?
Become a member for free
Sign up
Sign up
New member
Sign up for FREE
New customer
Discover our services
Settings
Settings
Dynamic quotes 
OFFON

RICE ACQUISITION CORP.

(RICE)
  Report
SummaryQuotesChartsNewsCompanyFinancials 
SummaryMost relevantAll NewsOther languagesPress ReleasesOfficial PublicationsSector news

RICE ACQUISITION CORP. : Entry into a Material Definitive Agreement, Unregistered Sale of Equity Securities, Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K)

04/08/2021 | 06:12am EDT

Item 1.01 Entry Into A Material Definitive Agreement.



The Business Combinations


On April 7, 2021, Rice Acquisition Corp., a Delaware corporation ("RAC"), entered into (i) the Business Combination Agreement (as may be amended, supplemented or otherwise modified from time to time, the "Aria Merger Agreement"), by and among RAC, Rice Acquisition Holdings LLC, a Delaware limited liability company and direct subsidiary of RAC ("RAC OpCo"), LFG Intermediate Co, LLC, a Delaware limited liability company and direct subsidiary of RAC OpCo ("RAC Intermediate"), LFG Buyer Co, LLC, a Delaware limited liability company and a direct subsidiary of RAC Intermediate ("RAC Buyer"), Inigo Merger Sub, LLC, a Delaware limited liability company and a direct subsidiary of RAC Buyer ("Aria Merger Sub"), Aria Energy LLC, a Delaware limited liability company ("Aria"), and the Equityholder Representative (as defined therein), pursuant to which, among other things, Aria Merger Sub will merge with and into Aria, with Aria surviving the merger and becoming a direct subsidiary of RAC Buyer, and (ii) the Business Combination Agreement, dated as of April 7, 2021 (as may be amended, supplemented or otherwise modified from time to time, the "Archaea Merger Agreement" and, together with the Aria Merger Agreement, the "Business Combination Agreements"), by and among RAC, RAC OpCo, RAC Intermediate, RAC Buyer, Fezzik Merger Sub, LLC, a Delaware limited liability company and direct subsidiary of RAC Buyer ("Archaea Merger Sub"), Archaea Energy LLC ("Archaea Seller"), a Delaware limited liability company, and Archaea Energy II LLC, a Delaware limited liability company ("Archaea" and, together with Archaea Seller and Aria, the "Companies"), pursuant to which, among other things, Archaea Merger Sub will merge with and into Archaea, with Archaea surviving the merger and becoming a direct subsidiary of RAC Buyer, in each case, on the terms and subject to the conditions therein (the transactions contemplated by the Business Combination Agreements, the "Business Combinations").



Consideration


Pursuant to the terms of the Aria Merger Agreement and at the Effective Time (as defined therein), (i) all Class A Units of Aria held by a holder of Aria's Class A Units shall be cancelled and converted into the right to receive (a) the number of Class A Units of RAC OpCo, (b) the number of shares of Class B common stock, par value $0.0001 ("Class B Common Stock"), of RAC and (c) the amount of cash as set forth in, and in accordance with, the Aria Merger Agreement, (ii) all Class B Units of Aria held by a holder of Aria's Class B Units shall be cancelled and converted into the right to receive (A) the number of Class A Units of RAC OpCo, (B) the number of shares of Class B Common Stock and (C) the amount of cash as set forth in, and in accordance with, the Aria Merger Agreement, and (iii) all Class C Units of Aria shall be cancelled and extinguished without any conversion thereof.

Pursuant to the terms of the Archaea Merger Agreement and at the Effective Time (as defined therein), all equity interests of Archaea will be cancelled and converted into the right to receive (x) the number of Class A Units of RAC OpCo and (y) the number of shares of Class B Common Stock as set forth in, and in accordance with, the Archaea Merger Agreement.

Following the Business Combinations, holders of Class A Units of RAC OpCo (other than RAC) will have the right (an "exchange right"), subject to certain limitations, to exchange Class A Units of RAC OpCo (and a corresponding number of shares of Class B Common Stock) for, at RAC's option, (i) shares of Class A Common Stock, par value $0.0001 per share ("Class A Common Stock"), of RAC on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, or (ii) a corresponding amount of cash. RAC's decision to make a cash payment or issue shares upon an exercise of an exchange right will be made by RAC's independent directors, and such decision will be based on facts in existence at the time of the decision, which RAC expects would include the relative value of the Class A Common Stock (including trading prices for the Class A Common Stock at the time), the cash purchase price, the availability of other sources of liquidity (such as an issuance of preferred stock) to acquire the Class A Units of RAC OpCo and alternative uses for such cash.

Holders of Class A Units of RAC OpCo (other than RAC) will generally be permitted to exercise the exchange right on a quarterly basis, subject to certain de minimis allowances. In addition, additional exchanges may occur in connection with certain specified events, and any exchanges involving more than a specified number of Class A Units of RAC OpCo (subject to RAC's discretion to permit exchanges of a lower number of units) may occur at any time upon ten business days' advanced notice. The exchange rights will be subject to certain limitations and restrictions intended to reduce the administrative burden of exchanges upon RAC and ensure that RAC OpCo will continue to be treated as a partnership for U.S. federal income tax purposes.



                                       1




Following any exchange of Class A Units of RAC OpCo (and a corresponding number of shares of Class B Common Stock), RAC will retain the Class A Units of RAC OpCo and cancel the shares of Class B Common Stock. As the holders of Class A Units of RAC OpCo (other than RAC) exchange their Class A Units of RAC OpCo, RAC's membership interest in RAC OpCo will be correspondingly increased, the number of shares of Class A Common Stock outstanding will be increased, and the number of shares of Class B Common Stock outstanding will be reduced.

Representations and Warranties

The Business Combination Agreements contain customary representations and warranties of the parties thereto with respect to, among other things, (a) entity organization, formation and authority, (b) capital structure, (c) authorization to enter into the Business Combination Agreements, (d) licenses and permits, (e) taxes, (f) financial statements, (g) real property, (h) material contracts, (i) title to assets, (j) absence of changes, (k) employee matters, (l) compliance with laws, (m) litigation, (n) transactions with affiliates and (o) regulatory matters. The representations and warranties of the parties do not survive the closing of the Business Combinations.



Covenants


The Business Combination Agreements include covenants of the Companies with respect to operation of the businesses prior to consummation of the Business Combinations. The Business Combination Agreements also contain additional covenants of the parties, including, among others, those relating to (a) a requirement to make appropriate filings pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended ("HSR"), (b) the use of reasonable best efforts to obtain the PIPE Financing (as defined below) and (c) the preparation and filing of a proxy statement of RAC relating to the Business Combinations (the "Proxy Statement").

The Business Combination Agreements also contain exclusivity provisions prohibiting (a) the Companies and their subsidiaries and affiliates from . . .

Item 3.02 Unregistered Sales of Equity Securities.

The Class A Units of RAC OpCo and the shares of Class B Common Stock to be issued pursuant to the Business Combination Agreements as well as the shares of Class A Common Stock to be issued and sold to the PIPE Investors will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), and will be issued in reliance on the exemption from registration requirements thereof provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder as a transaction by an issuer not involving a public offering. The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.

Item 7.01 Regulation FD Disclosure.

On April 7, 2021, RAC and the Companies issued a press release announcing the execution of the Business Combination Agreements and the Subscription Agreements. The press release is furnished hereto as Exhibit 99.1 to this Current Report on Form 8-K.

Also on April 7, 2021, RAC posted an investor presentation relating to the Business Combinations on its website at https://ricespac.com. This presentation is furnished as Exhibit 99.2 to this Current Report. A substantially similar presentation was also used by RAC in connection with the PIPE Financing. In addition, RAC posted a recorded presentation from management discussing the Business Combinations on its website at https://ricespac.com. A transcript of this presentation is furnished as Exhibit 99.3 to this Current Report on Form 8-K. Notwithstanding the foregoing, information contained on RAC's website and the websites of the Companies or any of their affiliates referenced in Exhibit 99.1, 99.2 or 99.3 or linked therein or otherwise connected thereto does not constitute part of, nor is it incorporated by reference into, this Current Report on Form 8-K.

Forward Looking Statements

This Current Report on Form 8-K includes "forward looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as "may," "might," "will," "would," "could," "should," "forecast," "intend," "seek," "target," "anticipate," "believe," "expect," "estimate," "plan," "outlook," and "project" and other similar expressions, although not all forward looking statements contain such identifying words. All statements other than historical facts are forward looking statements. Such statements include, but are not limited to, statements concerning the Business Combination; the PIPE Financing; market conditions and trends; earnings, performance, strategies, prospects and other aspects of the businesses of RAC, the Companies and the Combined Company. Forward looking statements are based on RAC's current expectations, estimates, projections, targets, opinions and/or beliefs, and such statements involve known and unknown risks, uncertainties and other factors.



                                       4




The risks and uncertainties that could cause those actual results to differ materially from those expressed or implied by these forward looking statements include, but are not limited to: (a) the occurrence of any event, change or other circumstances that could give rise to the termination of the proposed Business Combinations and any transactions contemplated thereby; (b) the ability to complete the proposed Business Combinations, the PIPE Financing and other transactions contemplated by the Business Combination Agreements due to the failure to obtain approval of the stockholders of RAC or other conditions to closing of the proposed Business Combinations; (c) the ability to meet the New York Stock Exchange's listing standards following the consummation of the transactions contemplated by the Business Combination Agreements; (d) the risk that the proposed transactions disrupt current plans and operations of the Companies as a result of the announcement and consummation of the proposed Business Combinations; (e) the ability to recognize the anticipated benefits of the proposed Business Combinations, which may be affected by, among other things, competition, the ability of the Combined Company to grow and manage growth profitably and retain its management and key employees; (f) costs related to the proposed Business Combinations and related transactions; (g) the possibility that either of the Companies may be adversely affected by other economic, business and/or competitive factors; (h) the Combined Company's ability to develop and operate new projects; (i) the reduction or elimination of government economic incentives to the renewable energy market; (j) delays in acquisition, financing, construction and development of new projects; (k) the length of development cycles for new projects, including the design and construction processes for the Combined Company's projects; (l) the Combined Company's ability to identify suitable locations for new projects; (m) the Combined Company's dependence on landfill operators; (n) existing regulations and changes to regulations and policies that effect the Combined Company's operations; (o) decline in public acceptance and support of renewable energy development and projects; (p) sustained demand for renewable energy; (q) impacts of climate change, changing weather patterns and conditions, and natural disasters; (r) the ability to secure necessary governmental and regulatory approvals; and (s) other risks and uncertainties indicated in the preliminary or definitive proxy statement, including those under "Risk Factors" therein, and other documents filed or to be filed with the SEC by RAC.

The foregoing list of factors is not exclusive. You should not place undue reliance upon any forward looking statements, which speak only as of the date made. RAC, the Companies and the Combined Company do not undertake or accept any obligation or undertaking to update or revise the forward looking statements set forth herein, whether as a result of new information, future events or otherwise, except as may be required by law.

Important Information about the Business Combinations and Where to Find It

In connection with the proposed Business Combinations, RAC intends to file a preliminary proxy statement and a definitive proxy statement with the SEC. This Current Report on Form 8-K does not contain all the information that should be considered concerning the Business Combinations, and it is not intended to provide the basis for any investment decision or any other decision regarding the proposed Business Combinations. RAC's stockholders and other interested persons are advised to read, when available, the preliminary proxy statement, the amendments thereto, and the definitive proxy statement and documents incorporated by reference therein filed in connection with the proposed Business Combinations, as these materials will contain important information about the Combined Company, RAC, the Companies and the proposed Business Combinations. When available, the definitive proxy statement will be mailed to the stockholders of RAC as of a record date to be established for voting on the proposed Business Combinations. Stockholders will also be able to obtain copies of the preliminary proxy statement, the definitive proxy statement and other documents filed with the SEC that will be incorporated by reference therein, without charge, once available, at the SEC's website at http://www.sec.gov.

Participants in the Solicitation

RAC, the Companies and their respective directors, executive officers and other employees may be deemed to be participants in the solicitation of proxies of RAC's stockholders in connection with the proposed Business Combination. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of RAC's stockholders in connection with the proposed Business Combinations, including their names and a description of their interests in the proposed Business Combinations, will be set forth in the proxy statement relating to such transaction when it is filed with the SEC.



                                       5





No Offer or Solicitation


This Current Report on Form 8-K shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed Business Combinations. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of section 10 of the Securities Act.

Item 9.01. Financial Statements and Exhibits.




(d) Exhibits.



Exhibit
Number    Description
2.1†        Aria Merger Agreement
2.2†        Archaea Merger Agreement
10.1        Form of Subscription Agreement
10.2        FPA Amendment
99.1        Press release, dated April 7, 2021
99.2        Investor presentation, dated April 2021
99.3        Transcript of April 7, 2021 management presentation relating to the
          Business Combinations





† Certain schedules and similar attachments have been omitted. RAC agrees to

   furnish supplementally a copy of any omitted schedule or attachment to the SEC
   upon its request.




                                       6

© Edgar Online, source Glimpses

All news about RICE ACQUISITION CORP.
05/13RICE ACQUISITION  : 10-K/A - Management's Discussion and Analysis of Financial C..
AQ
05/13RICE ACQUISITION CORP.  : Non-Reliance on Previous Financials, Audits or Interim..
AQ
04/08SECTOR UPDATE : Energy Stocks Add to Thursday Skid Despite Late Recovery for Cru..
MT
04/08SECTOR UPDATE : Energy Stocks Retreating This Afternoon
MT
04/08Wall Street Futures Mostly Higher; Weekly Jobless Claims Rise
MT
04/08US Futures Mostly Higher Ahead of Jobless Claims
MT
04/08RICE ACQUISITION CORP.  : Entry into a Material Definitive Agreement, Unregister..
AQ
03/30RICE ACQUISITION  : Management's Discussion and Analysis of Financial Condition ..
AQ
More news
Financials (USD)
Sales 2020 - - -
Net income 2020 -0,94 M - -
Net cash 2020 1,34 M - -
P/E ratio 2020 -
Yield 2020 -
Capitalization 432 M 432 M -
EV / Sales 2019
EV / Sales 2020 -
Nbr of Employees -
Free-Float 66,7%
Chart RICE ACQUISITION CORP.
Duration : Period :
Rice Acquisition Corp. Technical Analysis Chart | MarketScreener
Full-screen chart
Technical analysis trends RICE ACQUISITION CORP.
Short TermMid-TermLong Term
TrendsBullishNeutralNeutral
Income Statement Evolution
Managers and Directors
NameTitle
Daniel Joseph Rice Chief Executive Officer & Director
J. Kyle Derham President, Chief Financial Officer & Director
Kathryn Jean Jackson Independent Director
Joseph Malchow Independent Director
James P. Torgerson Independent Director
Sector and Competitors
1st jan.Capitalization (M$)
RICE ACQUISITION CORP.34.63%432
INVESTOR AB (PUBL)22.11%66 983
CK HUTCHISON HOLDINGS LIMITED15.16%30 932
AB INDUSTRIVÄRDEN (PUBL)19.26%16 665
HAL TRUST30.60%15 822
KINNEVIK AB-1.10%14 008