Blog: ARCHAEA ENERGY INC. : Regulation FD Disclosure, Other Events, Financial Statements and Exhibits (form 8-K) – Marketscreener.com

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).

© Edgar Online, source Glimpses

Leave a Reply

Fill in your details below or click an icon to log in:

WordPress.com Logo

You are commenting using your WordPress.com account. Log Out /  Change )

Twitter picture

You are commenting using your Twitter account. Log Out /  Change )

Facebook photo

You are commenting using your Facebook account. Log Out /  Change )

Connecting to %s