UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the
Securities Exchange Act of 1934
Filed by the Registrant ☒
Filed by a party other than the Registrant ☐
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Preliminary Proxy Statement
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Confidential, for Use of the
Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant
to §240.14a-12
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Rice
Acquisition Corp.
(Name of Registrant as Specified In Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Fee computed on table below
per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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Proposed maximum aggregate value of transaction:
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Fee paid previously with preliminary
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fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify
the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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Amount Previously Paid:
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Form, Schedule or Registration Statement No.:
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Filing Party:
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Date Filed:
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On July 15, 2021, Archaea Energy LLC issued a press release, which will
also be available on Rice Acquisition Corp.’s website, that relates to, among other things, the proposed business combinations involving
Rice Acquisition Corp., Aria Energy LLC and Archaea Energy LLC. Below is a copy of the press release.
Archaea Energy Announces Key Appointments
to Leadership and Management Teams and Recent Achievements
Canonsburg, PA, July 15, 2021 –
Archaea Energy LLC (“Archaea” or “the Company”), an emerging leader in the development of renewable natural gas
(“RNG”) in the U.S., announced today several key appointments to its leadership and management teams as well as recent operating
highlights.
Archaea recently appointed several new leadership
and management team members as it prepares to become a publicly-traded company through a business combination with Aria Energy LLC (“Aria”)
and Rice Acquisition Corporation (“RAC”). These recent additions include Derek Kramer as Chief Technology Officer (“CTO”),
Lindsay Ellis as General Counsel and Corporate Secretary (“GC”), Chad Bellah as Chief Accounting Officer (“CAO”),
Megan Light as Vice President of Investor Relations and Campbell Stetter as Vice President of Finance. The business combination is expected
to close in the third quarter of 2021 and the combined company, which will be called Archaea Energy, plans to be listed on the New York
Stock Exchange under the ticker symbol “LFG.”
“To support and advance the company’s
growth trajectory as we continue the integration with Aria and transition to becoming a publicly-traded company, I am pleased to welcome
Chad, Derek, Lindsay, Campbell, and Megan to leadership positions within our team,” said Nick Stork, co-founder and CEO of Archaea.
“We continue to attract top-level talent and this group is a great example of that. We truly believe that the talent and experience
level of our team is unrivaled in the space.”
As CTO, Derek Kramer will be responsible for
Archaea’s internal and external technology strategy and operations. Mr. Kramer has extensive executive experience implementing innovative
programs and platforms to leverage data and technology to drive business performance and optimization, both as a consultant and in-house
for a variety of organizations, including large publicly-traded companies such as American Electric Power and Pacific Gas & Electric.
As GC, Lindsay Ellis will lead the Company’s
legal and risk management functions. Mrs. Ellis has significant experience as strategic-focused in-house counsel at EagleClaw Midstream
and Rice Energy Inc. and well as valuable experience at Gibson, Dunn & Crutcher LLP and Vinson & Elkins L.L.P. Mrs. Ellis brings
a wealth of expertise in mergers and acquisitions, capital markets and securities, corporate governance and SEC corporate matters.
As CAO, Chad Bellah will oversee the accounting
practices of the Company. Mr. Bellah has experience advising Fortune 500 companies with complex accounting needs and providing responsible
and strategic accounting practices to support short and long-term business objectives. Mr. Bellah spent 13 years at Anadarko Petroleum
Corporation in a variety of accounting roles, including most recently leading accounting research and policy. Additionally, Mr. Bellah
started his accounting career as an audit manager at Ernst & Young.
As Vice President of Investor Relations, Megan
Light will lead interactions with the investment community and research analysts. Ms. Light has experience in finance and investor relations
across multiple energy sectors and joins the Company from an investor relations role at Cheniere Energy, Inc., the second-largest global
operator of natural gas liquefaction capacity.
As Vice President of Finance, Campbell Stetter
will be responsible for leading a variety of initiatives within finance and corporate development for the Company. Mr. Stetter has highly
valuable energy finance experience including investment banking, private equity, and corporate finance experience and joins the Company
from PetroLegacy Energy, a privately-owned E&P company.
Archaea also highlighted recent operating
updates for the combined company, including:
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Produced RNG volumes of 1.18 million MMBtu for first quarter 2021, which
reduces net CO2e emissions by over 62,000 metric tons when displacing traditional natural gas. This amount of methane is equivalent to
approximately 1.7 million metric tons of CO2e emissions if released.
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Successfully commissioned the high-BTU RNG plant at the Boyd County landfill
in Kentucky in April and placed the project into service on schedule and under budget after acquiring the project from another developer
in November 2020.
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Progressed construction on Project Assai at the Keystone Sanitary landfill
in Pennsylvania, which upon completion of construction is expected to be the world’s largest high-BTU RNG plant. Project Assai remains
on schedule for start-up by the first quarter of 2022.
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Completed the acquisition of PEI Power LLC, a landfill gas (“LFG”)
combustion power generating facility with a combined capacity of approximately 70 MW, in April.
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All major equipment has been delivered for the first of four Mavrix dairy
digester projects in central California scheduled for start-up in the third quarter of 2021.
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The business combination of RAC, Archaea and Aria has received approval
from the Federal Energy Regulatory Commission (“FERC”), cleared the HSR anti-trust process, and remains on target to close
in third quarter 2021.
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On Friday, July 2, 2021, RAC refiled
its preliminary proxy statement with the Securities and Exchange Commission (“SEC”), which contains information regarding
a number of the highlights mentioned above, in addition to other updates for the combined company, including Q1 2021 information1.
“We are pleased to provide our first
quarterly disclosure for the combined company as an important step in our commitment to transparency with our stakeholders,” said
Nick Stork. “Our current focus is on ensuring the advancement of our development schedule as well as successful integration of
Archaea and Aria teams and systems. We continue to see significant opportunities to maximize financial returns and value to our stakeholders.”
“We are focused on the development and
construction of key commercial projects, including Project Assai, which upon completion will be supported by a portfolio of long-term
fixed price contracts, enabling us to limit revenue volatility and provide predictable returns to shareholders while enabling our customers
to achieve their long-term environmental objectives.”
“Conversations for business development
and long-term contractual offtake continue to accelerate, and we are seeing positive momentum in almost every aspect of our business as
we work to leverage our expertise and technological advantages. With our focus on continued execution, we are reaffirming EBITDA guidance
for the combined company for full year 2021, which was previously released in April 2021.”
“I’d like to thank the employees
from both Aria and Archaea for their continued hard work, which gives us excellent operational momentum heading into the anticipated merger
close. We’re very excited to begin operating as one team and unlocking the value potential of the combined businesses.”
1. Information in the preliminary proxy statement
is subject to change, possibly materially, due to SEC review or otherwise.
About Archaea Energy LLC
Archaea Energy LLC is an emerging leader in developing
renewable natural gas from high-carbon emission processes and industries by capturing recurring emissions from food waste, wastewater,
agricultural waste and landfill gas. Archaea builds, operates and manages RNG projects throughout the entire energy life cycle and offers
off-take partners the opportunity to purchase RNG from its portfolio of projects under long-term agreements. Archaea delivers pipeline-quality
RNG from coast to coast using existing natural gas infrastructure.
Additional information is available at www.archaeaenergy.com/.
Contacts
Investors
Megan Light
mlight@archaea.energy
Media
Katarina Matic
Kmatic@montiethco.com
917-853-1105
Forward Looking Statements
This press release 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; market conditions and trends; earnings, performance, strategies, prospects and other aspects of the businesses
of RAC, Aria, Archaea and the combined company. Forward looking statements are based on current expectations, estimates, projections,
targets, opinions and/or beliefs of Archaea, and such statements involve known and unknown risks, uncertainties and other factors.
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 combination
and any transactions contemplated thereby; (b) the ability to complete the transactions contemplated by the proposed business combination
due to the failure to obtain approval of the stockholders of RAC, or other conditions to closing of the proposed business combination;
(c) the ability to meet NYSE's listing standards following the consummation of the transactions contemplated by the proposed business
combination; (d) the risk that the proposed transactions disrupt current plans and operations of Aria, Archaea or their subsidiaries as
a result of the announcement and consummation of the transactions described herein; (e) the ability to recognize the anticipated benefits
of the proposed transactions, 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 combination and related
transactions; (g) the possibility that Aria or Archaea 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, Aria, Archaea 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 Transaction
and Where to Find It
In connection with the proposed business combination,
RAC has filed a preliminary proxy statement and intends to file a definitive proxy statement with the SEC. This press release does not
contain all the information that should be considered concerning the proposed combination, and it is not intended to provide the basis
for any investment decision or any other decision regarding the proposed combination. RAC’s stockholders and other interested persons
are advised to read the preliminary proxy statement, the amendments thereto, and, when available, the definitive proxy statement and documents
incorporated by reference therein filed in connection with the proposed combination, as these materials will contain important information
about the combined company, RAC, Aria, Archaea and the proposed combination. 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 combination. 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, Aria and Archaea 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 combination, including their names and a description of
their interests in the proposed combination, will be set forth in the proxy statement relating to such transaction when it is filed with
the SEC.
No Offer or Solicitation
This press release shall not constitute a solicitation
of a proxy, consent or authorization with respect to any securities or in respect of the proposed business combination. This press release
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 of 1933, as amended.
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