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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 FORM 8-K

 

Current Report

Pursuant to Section 13 or 15(d)

of the securities exchange act of 1934

 

Date of Report (Date of earliest event reported): May 5, 2022

 

ARCHAEA ENERGY INC.
(Exact name of registrant as specified in its charter)

 

Delaware   001-39644   85-2867266
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (IRS Employer
Identification No.)

 

4444 Westheimer Road, Suite G450    
Houston, Texas   77027
(Address of principal executive offices)   (Zip Code)

 

(346) 708-8272
(Registrant’s telephone number, including area code)

 

Not applicable
(Former name or former address, if changed since last report) 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Class A Common Stock, par value $0.0001 per share   LFG   The New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 

 

 

 

Item 7.01 Regulation FD Disclosure.

 

On May 5, 2022, Archaea Energy Inc. (“Archaea” or the “Company”) and Republic Services, Inc. (“Republic”) issued a joint news release announcing a joint venture, Lightning Renewables, LLC (“Lightning Renewables”), between the Company and Republic to develop 39 renewable natural gas (“RNG”) projects that will be located at various Republic landfill sites across the United States. A copy of the news release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

The information in this Item 7.01 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.

 

Item 8.01 Other Events.

 

On May 5, 2022, Archaea announced that its wholly owned subsidiary, Zeus Renewables LLC (“Archaea Energy”), has entered into a contribution agreement (the “Contribution Agreement”) and an amended and restated limited liability company agreement of Lightning Renewables (the “LLC Agreement”) with Republic Services Renewable Energy, LLC (“Investco”), a wholly owned subsidiary of Republic. Pursuant to the terms of the Contribution Agreement and the LLC Agreement, the parties will make capital contributions to Lightning Renewables, to develop 39 RNG projects across the country that will be located at various Republic landfill sites across the United States.

 

Pursuant to the terms of the Contribution Agreement, Archaea Energy will contribute approximately $780 million over five years to six years and Investco will contribute approximately $300 million over five to six years in exchange for newly issued limited liability company interests (“Membership Interests”) of Lightning Renewables, with the initial capital contribution occurring within 60 days of the date of the Contribution Agreement, subject to the terms and conditions thereof (the “Initial Funding Date”). The contributions by Archaea Energy and Investco are subject to annual budget approval by the board of directors of Lightning Renewables and are further subject to actual amounts spent by Lightning Renewables through the completion of development of RNG projects. Pursuant to the terms of the LLC Agreement, Archaea Energy will have the right to appoint three persons to serve on Lightning Renewables board of directors and Investco will have the right to appoint two persons to serve on the Lightning Renewables board of directors; provided, however, the LLC Agreement contains certain protective provisions requiring the approval of a supermajority of Lightning Renewables’ directors to take certain actions, including the incurrence of additional debt by Lightning Renewables, amending the terms of the LLC Agreement and approving or amending the annual budgets of Lightning Renewables.

 

The Membership Interests will be issued on the Initial Funding Date, with Archaea Energy holding 60% of the outstanding Membership Interests of Lightning Renewables and Investco holding 40% of the outstanding Membership Interests of Lightning Renewables. Archaea Energy and Investco have agreed to certain transfer restrictions relating to their Membership Interests of Lightning Renewables.

 

Also on May 4, 2022, in connection with entry into the Contribution Agreement and the LLC Agreement, Investco, Lightning Renewables and Archaea Operating LLC entered into certain other arrangements that govern, among other things, the grant by Republic of landfill gas rights and real property rights at 39 of Republic’s landfills to Lightning Renewables, the process and timeline for development at those landfills by Lightning Renewables, the production and sale of RNG and related RNG environmental attributes by Lightning Renewables, the payment of royalties to Republic and, in exchange for a fee to be paid to Archaea Operating LLC, engineering, procurement, construction management services and operation and maintenance services to be provided to Lightning Renewables.

 

 

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit Number   Description
99.1   Press Release dated May 5, 2022.
104   Cover Page Interactive Data File (embedded within Inline XBRL document).

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: May 10, 2022

 

  ARCHAEA ENERGY INC.
     
  By: /s/ Edward P. Taibi
  Name: Edward P. Taibi
  Title: General Counsel and Executive Vice President of Strategic Initiatives and Government Affairs

 

 

 

Exhibit 99.1 

 

 

 

 

Republic Services and Archaea Energy Launch Landmark Joint Venture to Develop 39 New Renewable Natural Gas Projects Across U.S.

 

Investment creates nation’s largest portfolio of landfill gas-to-RNG development projects

 

PHOENIX and HOUSTON (May 5, 2022) – Republic Services, Inc. (NYSE: RSG), a leader in the environmental services industry, and Archaea Energy, Inc. (“Archaea”) (NYSE: LFG), the industry-leading renewable natural gas (“RNG”) producer in the U.S., today announced a joint venture to develop 39 RNG projects across the country. The partnership, the country’s largest RNG portfolio build-out to date, will convert landfill gas into pipeline-quality RNG that can be used for a variety of applications to displace gas from fossil fuels. The initiative is expected to generate substantial progress towards Republic’s long-term sustainability goal to beneficially reuse 50% more biogas by 2030.

 

“Sustainability is a platform for growth at Republic, and our continued investment in landfill gas-to-energy projects delivers meaningful environmental and economic benefits to our stakeholders,” said Jon Vander Ark, Republic Services president and chief executive officer. “Market demand for renewable natural gas to reduce greenhouse gas emissions is growing significantly, and providing additional sources of RNG furthers Republic’s ambitious sustainability goals, while also helping customers and communities meet their own climate action goals.”

 

Archaea Energy will develop, engineer, construct and operate the RNG facilities, which will be located at Republic Services’ landfills in 19 states. Construction is slated to begin on projects in late 2022, with completion and commissioning of the projects planned through 2027. When fully operational, the 39 projects are expected to generate more than 12.5 million MMBtu of RNG annually. The joint venture has signed a gas sale agreement with Republic to provide for the long-term ability to process landfill gas and sell RNG and related environmental attributes.

 

Archaea Energy will contribute approximately $800 million, and Republic will contribute approximately $300 million for total investment of approximately $1.1 billion into the joint venture over the course of five years.

 

Archaea is one of the largest RNG producers in the U.S., with an industry-leading RNG platform primarily focused on capturing and converting waste emissions from landfills into low-carbon RNG and electricity. Archaea develops, designs, constructs, and operates RNG facilities utilizing an innovative, cost-efficient manufacturing approach to project development which is supported by a commercial strategy focused on long-term, fixed-price contracts.

 

“We are honored to have been selected as Republic’s partner for this monumental joint venture, which is the beginning of a renewable energy platform that will become a critical component of Archaea’s mission to achieve best-in-class environmental stewardship and greenhouse gas emissions reductions,” said Nick Stork, Archaea’s Co-Founder and Chief Executive Officer. “We are focused on long-term, value-oriented capital investments that make a meaningful sustainability impact for future generations. We could not be more aligned in this vision with our partners at Republic, and we look forward to seeing the collective benefit this partnership will deliver to our respective shareholders, partners, and communities.”

 

As a low-carbon fuel, RNG displaces a meaningful amount of greenhouse gas emissions and is increasingly being recognized as a near-term climate strategy to lower the carbon footprint of existing energy assets. Decarbonization efforts are expected to propel demand for RNG, with landfill gas providing greater scale and predictability than other sources for reliable renewable energy production.

 

 

 

 

   

 

 

 

 

The strategic partnership with Archaea Energy is expected to expand Republic Services’ renewable energy portfolio to more than 100 projects. It builds on a growing slate of environmental commitments by Republic, including fleet electrification and investments in plastics circularity, to create a more sustainable world.

 

Moelis & Company LLC is serving as exclusive financial advisor to Republic Services and Davis Polk & Wardwell LLP and Katz Barron are serving as Republic Services’ legal counsel.

 

About Republic Services

Republic Services, Inc. is a leader in the U.S. environmental services industry. Through its subsidiaries, the Company provides superior service offerings while partnering with customers to create a more sustainable world. For more information, visit RepublicServices.com, or follow us at Facebook.com/RepublicServices, @RepublicService on Twitter or Republic Services on LinkedIn.

 

About Archaea

Archaea Energy Inc. is one of the largest RNG producers in the U.S., with an industry-leading platform and expertise in developing, constructing, and operating RNG facilities to capture waste emissions and convert them into low carbon fuel. Archaea’s innovative, technology-driven approach is backed by significant gas processing expertise, enabling Archaea to deliver RNG projects that are expected to have higher uptime and efficiency, faster project timelines, and lower development costs. Archaea partners with landfill and farm owners to help them transform potential sources of emissions into RNG, transforming their facilities into renewable energy centers. Archaea’s differentiated commercial strategy is focused on long-term contracts that provide commercial partners a reliable, non-intermittent, sustainable decarbonizing solution to displace fossil fuels. Additional information is available at www.archaeaenergy.com.

 

Forward Looking Statements

This press release contains certain forward-looking information about Republic Services and Archaea that is intended to be covered by the safe harbor for “forward-looking statements” provided by the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that are not historical facts. Words such as “expect,” “will,” “may,” “anticipate,” “plan,” “ “can,” ““could,” and similar expressions are intended to identify forward-looking statements. These statements include information about Republic Services’ and Archaea’s plans, strategies and prospects. Forward-looking statements are not guarantees of performance. These statements are based upon the current beliefs and expectations of Republic Services’ management and Archaea’s management and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in, or implied or projected by, the forward-looking information and statements. Among the factors that could cause actual results to differ materially from the expectations expressed in the forward-looking statements are the costs and the timing of commencement and completion of the RNG projects, the rate at which the joint venture can convert landfill gas into RNG, the impact of economic, financial and social conditions in the United States and Republic’s ability to realize its sustainability commitments and goals and in their contemplated timeframes. More information on factors that could cause actual results or events to differ materially from those anticipated is included from time to time in Republic Services’ and Archaea’s reports filed with the Securities and Exchange Commission. Republic Services and Archaea undertake no obligation to update publicly any forward-looking statements whether as a result of new information, future events or otherwise, except as required by law.

 

 

 

   

 

 

 

Contacts

 

Republic Services Media Relations

Media@RepublicServices.com

(480) 757-9770

 

Republic Services Investor Inquiries

Investor@RepublicServices.com

(480) 718-6548

 

Archaea Investors and Media

Megan Light

mlight@archaea.energy

(346) 439-7589

 

Blake Schreiber

bschreiber@archaea.energy

(346) 440-1627