Conversely, if at any time any shares of Class A Common Stock are redeemed, repurchased or otherwise acquired by the Company, Opco shall redeem, repurchase or otherwise acquire an equal number of Opco units held by the Company, upon the same terms and for the same price, as the shares of Class A Common Stock are redeemed, repurchased or otherwise acquired.
Noble Environmental Relationship
In addition to serving as an officer and director of Archaea, Nicholas Stork is a controlling stockholder, officer, and director of Noble. Mr. Stork is Chief Financial Officer and a director of Noble. Additionally, Richard Walton, President of Archaea, is also Chief Executive Officer and a director of Noble. Noble has an ownership interest in Struan & Company, LLC, a minority owner of Archaea Energy LLC and its subsidiaries, collectively, prior to the Closing (“Archaea Energy”).
Landfill Development Option and Right of First Refusal
In connection with the formation of Archaea Energy in 2018, Noble and Archaea Energy entered into a letter agreement whereby Noble granted to Archaea Energy the exclusive option and a right of first refusal to construct, finance, develop and operate gas processing plants and related facilities at the landfill site in East Palestine, Ohio then owned and controlled by a wholly owned subsidiary of Noble and any future landfill sites owned, controlled, developed or acquired by Noble or its subsidiaries. In the event Archaea Energy exercises its option of right of first refusal, Archaea Energy and Noble will use commercially reasonable efforts to (i) agree to terms with respect to the project, (ii) negotiate definitive operating and governance documentation with respect to the project, (iii) obtain all permits, licenses, approvals, certificates and other governmental or regulatory matters which may be required to consummate the project and (iv) execute and deliver any other documents and do or cause to be done any other acts as may be necessary or advisable to consummate the project. As of the date of this proxy statement, Archaea Energy has not exercised any option of right of first refusal under the letter agreement.
Assai EPC Agreement
Assai Energy, LLC (“Assai”), a wholly owned subsidiary of Archaea, is a party to a construction services and project guarantee agreement with Noble Environmental Specialty Services, LLC, a wholly owned subsidiary of Noble (“Noble Specialty”), whereby Noble Specialty agreed to provide engineering, procurement, and construction services to Archaea Energy with respect to the Assai project for a fixed price of $19.9 million, subject to certain adjustments as provided in the agreement. Noble provided Archaea Energy with a parent guarantee of performance, payment and completion by Noble Specialty with a cap of $7,500,000.
During the year ended December 31, 2021, there was approximately $17.9 million advanced to Noble Specialty for this project.
In connection with Archaea Energy’s acquisition of Big Run Power Producers, LLC (“Big Run”) in November 2020, a wholly owned subsidiary of Archaea Holdings, LLC (“Archaea Holdings”) and Big Run, as borrowers, entered into a credit agreement with Comerica Bank (“Comerica”) relating to a $5,000,000 secured specific advance facility loan and a $12,000,000 secured term loan. The loans bore interest at LIBOR plus 4.5%, which was 5.5% as of December 31, 2020. The maturity date of the financing arrangement was November 10, 2024. Upon consummation of the Business Combinations, all outstanding amounts under the credit agreement, as well as Noble’s accrued guaranty fee, were repaid in full.
To provide further credit support to Comerica, Archaea Energy sought Noble’s agreement to guaranty the obligations of the borrowers under the credit agreement with a cap of $17,000,000, plus interest and fees. As a condition precedent to and in consideration of Noble furnishing the guaranty, Noble required the borrowers to incur a guaranty fee in an amount equal to 20% of the face value of the guaranteed obligation, or $3,400,000, which accrued interest at an annual rate of 20%, compounded monthly; provided that the interest rate would be reduced to an annual rate of 9%, compounded monthly, with respect to, and as of the date, any portion of the guaranteed obligations had been reduced, decreased or released by Comerica.
The guaranty was terminated on the date on which the borrowings have been irrevocably paid and discharged in full.