Archaea Energy, LLC agreed to acquire Rice Acquisition Corp. (NYSE:RICE) from Rice Acquisition Sponsor Llc and others in a reverse merger transaction for approximately $350 million on November 12, 2020. Archaea Energy, LLC entered into a definitive agreement to acquire Rice Acquisition Corp. (RAC) on April 7, 2021. Under the terms of the transaction, all equity interests of Archaea will be cancelled and converted into the right to receive the number of Class A Units of RAC OpCo and the number of shares of Class B Common Stock of Rice Acquisition Corp. The transaction will involve 100% Archaea equity rollover of $332 million after the repayment of $15 million of net debt repayment. In a related transaction, Rice Acquisition Corp. also entered into a definitive agreement to acquire Aria Energy LLC on April 7, 2021. The proposed transaction would involve the simultaneous acquisition of Aria Energy and Archaea Energy by Rice Acquisition Corporation (RAC). As per filing on May 14, 2021, after the closing of the Archaea Merger, RAC will indirectly own all of the equity and assets of Archaea and its subsidiaries. Post-acquisition, Archaea shareholders will hold 29%, PIPE (Incl. Rice & Saltonstall) will hold 26%, Rice Acquisition Shareholders will hold 20%, Aria shareholders will own 20% and RAC sponsor, independent directors, and Atlantic Trust will hold 5% stake in combined company. Upon the closing of the business combination, the combined company will be named Archaea Energy Inc. The parties expect that the combined company's Class A common stock and warrants will be listed on the New York Stock Exchange under the ticker symbol “LFG” and “LFG WS,” respectively.

The combined company will be managed by experienced executive team comprised of leaders from Archaea LLC and Aria and 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, Chief Executive Officer of Archaea; and Scott Parkes of Ares. 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, HSR act and due diligence. The business combination was recommended to RAC's Board of Directors by the Special Committee and has been unanimously approved by the RAC Board based on the Special Committee's recommendation. RAC created a Special Committee, comprised of the Independent Directors of RAC, to negotiate the business combination of Aria, Archaea LLC, and RAC, including the purchase price for Aria and Archaea LLC. The special meeting of RAC stockholders to, to approve the proposed business combination will be held on September 9, 2021. On September 9, 2021, RAC stockholders approved all proposals related to the proposed business combination. The transaction is expected to close in the third quarter of 2021. As of September 9, 2021, the transaction is expected to close on or about September 15, 2021. Moelis & Company LLC acted as financial advisor and Richards, Layton & Finger, P.A. acted as legal advisor to Special Committee of RAC. David B. Feirstein, Cyril V. Jones, Brice Lipman, Matthew R. Pacey and Lanchi D. Huynh of Kirkland & Ellis LLP acted as legal advisor to RAC. Pillsbury Winthrop Shaw Pittman LLP acted as legal advisor to Archaea.