Led by Energy & Infrastructure Projects team, Pillsbury lawyers represented Archaea Energy LLC, an emerging leader in the development and advancement of renewable natural gas (RNG), in a business combination agreement with Aria Energy LLC led by Rice Acquisition Corporation (RAC), a special purpose acquisition company focused on the energy transition sector. Following closing today, the combined company will be listed on the NYSE under the ticker symbol “LFG.”

The business combination creates the leading U.S. RNG platform. The combined company, Archaea Energy, is dedicated to reducing carbon emissions through landfill gas conversion, CO2 sequestration and green hydrogen.

RNG is a green bridge to sustainability and long-term decarbonization that enables organizations to greenify their existing natural gas infrastructure. It is the most sustainable solution for capturing carbon emissions generated by food waste, wastewater, agriculture waste and landfill gas. RNG is becoming part of the North American and worldwide clean energy supply chain as an increasing number of entities look to secure a green energy future.

60-70%+ of the combined Company’s RNG volumes will be contracted under fixed-price off-take arrangements with investment-grade customers to limit earnings volatility. Archaea currently has a higher indicated demand through its existing partnerships than the entire RNG production in the market today.

Archaea is led by an entrepreneurial team of new generation landfill owners and RNG technologists. To continue to lower the carbon intensity of its RNG, Archaea is developing CO2 sequestration and green hydrogen projects using its RNG as a feedstock resulting in negative CI scores.

RAC’s heavily oversubscribed PIPE obtained $300 million in commitments led by institutional investors including The Baupost Group, BNP Paribas Energy Transition Fund, CIBC, Goldman Sachs Asset Management LP1 and Wellington Management as well as anchor orders from the Rice family, Saltonstall family and Archaea management.

Read more about the transaction here.

In addition to Dajani, the Pillsbury team included Tax partner Jorge Medina and Finance partner Veronica Relea, counsel Shellka Arora-Cox and associates Danielle Unterschutz, Olivia Lugar and Marissa Prieto; Corporate partner Jeffrey Grill, counsel Justin Bintrim and associates Robert Shoemaker and Charlie Guinn; Executive Compensation & Benefits partner Jeremy Erickson; Litigation partner Ari Berman, counsel David Oliwenstein and associate Roland Reimers; Hart-Scott-Rodino Act attorney Evan Storm; and senior law clerk Jack Price.