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

Check the appropriate box:

ARCHAEA ENERGY INC.
(Name of Registrant as Specified In Its Charter)

______________________________________________________________

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply)

PRELIMINARY PROXY STATEMENT — SUBJECT TO COMPLETION, DATED NOVEMBER 1, 2022

Dear Stockholders:

You are cordially invited to attend a special meeting of stockholders of Archaea Energy Inc., a Delaware corporation (“Archaea” or the “Company”), which will be held virtually on [            ], 2022, at [            ], Central time (including any adjournments or postponements thereof, the “Special Meeting”). Stockholders will be able to attend the Special Meeting by visiting www.virtualshareholdermeeting.com/LFG2022SM and using the 16-digit control number included in your proxy materials. You will not be able to attend the Special Meeting physically in person. For purposes of attendance at the Special Meeting, all references in the accompanying proxy statement to “present in person” or “in person” shall mean virtually present at the Special Meeting.

At the Special Meeting, you will be asked to consider and vote upon the adoption of the Agreement and Plan of Merger, dated as of October 16, 2022 (as it may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among the Company, LFG Acquisition Holdings LLC, a subsidiary of the Company (“Opco” and, together with the Company, the “Company Entities”), BP Products North America Inc., a Maryland corporation (“Parent”), Condor RTM Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Condor RTM LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“Opco Merger Sub”). Pursuant to the Merger Agreement, upon the terms and subject to the conditions thereof, Merger Sub will merge with and into the Company with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent (the “Company Merger”), and Opco Merger Sub will merge with and into Opco with Opco continuing as the surviving company and a wholly owned subsidiary of Parent (the “Opco Merger” and, together with the Company Merger, the “Merger”).

If the Merger is completed, you will be entitled to receive $26.00 in cash, without interest (the “Merger Consideration”), less any applicable withholding taxes, for (i) each share of Class A common stock, par value $0.0001 per share, of the Company (the “Class A common stock”) that you own as of immediately prior to the effective time of the Company Merger (the “Effective Time”) and (ii) each Class A Unit of Opco (each, an “Opco Unit”) that you own as of immediately prior to the effective time of the Opco Merger (the “Opco Merger Effective Time”), unless you seek and perfect your statutory appraisal rights under Delaware law. If the Merger is completed, each share of Class B common stock, par value $0.0001 per share, of the Company (the “Class B common stock” and, together with the Class A common stock, the “Archaea common stock” or “common stock”) will be automatically canceled and extinguished without any conversion thereof or consideration paid therefor.

After careful consideration, the members of Archaea’s board of directors (the “Board,” the “Archaea Board” or the “Company Board”) unanimously: (i) determined that it is in the best interests of the Company and its stockholders, and declared it advisable, to enter into the Merger Agreement and consummate the Merger and the other transactions contemplated by the Merger Agreement, the Warrant Agreement Amendment (as defined in the Merger Agreement) and the Opco LLC Agreement Amendment (as defined in the Merger Agreement) (the “Transactions”) upon the terms and subject to the conditions set forth therein and in the Voting Agreements (as defined in the Merger Agreement), the Warrant Agreement Amendment, the Opco LLC Agreement Amendment and the Unitholder Representative Engagement Letter (as defined in the Merger Agreement); (ii) approved the execution and delivery of the Merger Agreement by the Company Entities, the performance by the Company Entities of their covenants and other obligations thereunder, and the consummation of the Transactions upon the terms and subject to the conditions set forth therein and in the Voting Agreement, the Warrant Agreement Amendment, the Opco LLC Agreement Amendment and the Unitholder Representative Engagement Letter; (iii) determined that the Voting Agreements and the Warrant Agreement Amendment are advisable and in the best interests of the Company and its stockholders and approved the Voting Agreements and the Warrant Agreement Amendment so that the restrictions on business combinations set forth in Section 203 of the General Corporation Law of the State of Delaware (the “DGCL”) and any other similar laws are not applicable to the Merger Agreement; (iv) approved the Opco LLC Agreement Amendment and the Unitholder Representative Engagement Letter; (v) resolved to recommend that the Company’s stockholders adopt the Merger Agreement in accordance with the DGCL; and (vi) directed that the

adoption of the Merger Agreement be submitted for consideration by the Company’s stockholders at the Special Meeting. Accordingly, the Archaea Board recommends a vote (a) “FOR” the proposal to adopt the Merger Agreement and (b) “FOR” the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.

The proxy statement accompanying this letter provides you with more specific information concerning the Special Meeting, the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement. A copy of the Merger Agreement is attached as Annex A to this proxy statement. We encourage you to read this proxy statement, the accompanying annexes and any documents incorporated by reference in this proxy statement carefully and in their entirety.

Your vote is important, regardless of the number of shares of common stock you own. The Merger cannot be completed unless the Merger Agreement is adopted by stockholders holding a majority of the outstanding shares of common stock entitled to vote at the Special Meeting. Whether or not you plan to attend the Special Meeting virtually, to ensure your representation at the Special Meeting, we urge you to vote via the Internet at www.virtualshareholdermeeting.com/LFG2022SM or by telephone at (800) 690-6903 by following the instructions on the physical proxy card you received in the mail and which are also provided on that website; or, by signing, voting and returning the enclosed proxy card by mail in the prepaid reply envelope. If you attend the Special Meeting, you may vote electronically at the meeting even if you have previously returned your proxy card or have voted via the Internet or by telephone and your electronic vote at the Special Meeting will revoke any proxy that you have previously submitted.

If you are a beneficial owner of shares of common stock held in “street name,” you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form provided to you by your bank, broker or other nominee. Your bank, broker or other nominee cannot vote on any of the proposals, including the proposal to adopt the Merger Agreement, without your instructions.

If you have any questions or need assistance voting your shares, please contact Archaea’s proxy solicitor:

D.F. King & Co., Inc.
48 Wall Street, 22nd Floor
New York, NY 10005
Stockholders may call toll free: (800) 769-4414
Banks and Brokers may call collect: (212) 269-5550
Email: LFG@dfking.com

On behalf of the Board, I thank you for your ongoing support and appreciate your consideration of these matters.

The accompanying proxy statement is dated [            ], 2022 and the form of proxy is first being mailed to holders of Archaea common stock on or about [            ], 2022.

PRELIMINARY PROXY STATEMENT — SUBJECT TO COMPLETION, DATED NOVEMBER 1, 2022

4444 Westheimer Road, Suite G450
Houston, Texas 77027

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To Be Held at [            ], Central time, on [            ], [            ], 2022

______________________________________________________

To the stockholders of Archaea Energy Inc.:

Notice is hereby given that a special meeting (including any adjournments or postponements thereof, the “Special Meeting”) of stockholders of Archaea Energy Inc., a Delaware corporation (“Archaea,” the “Company,” “we,” “us” or “our”), will be held virtually on [            ], [            ], 2022, at [            ], Central time, for the following purposes:

1.      To consider and vote on a proposal to adopt the Agreement and Plan of Merger, dated as of October 16, 2022 (as it may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among Archaea, LFG Acquisition Holdings LLC, a subsidiary of the Company (“Opco” and, together with the Company, the “Company Entities”), BP Products North America Inc., a Maryland corporation (“Parent”), Condor RTM Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Condor RTM LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“Opco Merger Sub”). Pursuant to the Merger Agreement, upon the terms and subject to the conditions thereof, Merger Sub will merge with and into the Company with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent (the “Company Merger”), and Opco Merger Sub will merge with and into Opco with Opco continuing as the surviving company and a wholly owned subsidiary of Parent (the “Opco Merger” and, together with the Company Merger, the “Merger”); and

2.      To consider and vote on a proposal to adjourn the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting (the “Adjournment Proposal”).

Only holders of shares of Class A common stock, par value $0.0001 per share, of the Company (the “Class A common stock”) and shares of Class B common stock, par value $0.0001 per share, of the Company (the “Class B common stock” and, together with the Class A common stock, the “Archaea common stock” or the “common stock”), in each case as of the close of business on [            ], 2022, are entitled to notice of, and to vote at, the Special Meeting.

As with the 2022 annual meeting of stockholders, Archaea will conduct the Special Meeting virtually, so stockholders can participate from any geographic location with Internet connectivity. Archaea believe this enhances accessibility to the Special Meeting for all of its stockholders and reduces the carbon footprint of its activities. Stockholders will be able to attend the Special Meeting at www.virtualshareholdermeeting.com/LFG2022SM and by using the 16-digit control number included in their proxy materials. You will not be able to attend the Special Meeting physically in person. For purposes of attendance at the Special Meeting, all references in this proxy statement to “present in person” or “in person” shall mean virtually present at the Special Meeting.

The Board of Directors of Archaea (the “Board,” the “Archaea Board” or the “Company Board”) recommends that stockholders vote “FOR” the proposal to adopt the Merger Agreement and “FOR” the Adjournment Proposal, if necessary or appropriate, to solicit additional proxies.

Under Delaware law, Archaea stockholders who do not vote in favor of the adoption of the Merger Agreement will have the right to seek appraisal of the fair value of their shares of common stock as determined by the Delaware Court of Chancery if the Merger is completed, but only if such stockholder submits a written demand for appraisal

prior to the vote on the Merger Agreement and complies with the other Delaware law procedures for exercising statutory appraisal rights, which are summarized in the section titled “Appraisal Rights” in the accompanying proxy statement. A copy of Section 262 of the General Corporation Law of the State of Delaware (the “DGCL”), which details the applicable Delaware appraisal statute, may be accessed without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262.

Whether or not you plan to attend the Special Meeting virtually, to ensure your representation at the Special Meeting, we urge you to vote via the Internet at www.virtualshareholdermeeting.com/LFG2022SM or by telephone at (800) 690-6903 by following the instructions on the physical proxy card you received in the mail and which are also provided on that website; or by signing, voting and returning the enclosed proxy card by mail in the prepaid reply envelope. If you attend the Special Meeting, you may vote electronically at the meeting even if you have previously returned your proxy card or have voted via the Internet or by telephone and your electronic vote at the Special Meeting will revoke any proxy that you have previously submitted.

If you are a beneficial owner of shares of common stock held in “street name,” you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form provided to you by your bank, broker or other nominee. Your bank, broker or other nominee cannot vote on any of the proposals, including the proposal to adopt the Merger Agreement, without your instructions.

If you sign, date and mail your proxy card without indicating how you wish to vote, your proxy will be counted as a vote “FOR” the adoption of the Merger Agreement and “FOR” the Adjournment Proposal, if necessary or appropriate, to solicit additional proxies.

Houston, Texas
[          ], 2022

TABLE OF CONTENTS

QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER

The following questions and answers are intended to briefly address some commonly asked questions regarding the Special Meeting and the Merger. These questions and answers may not address all questions that may be important to you as a holder of Archaea common stock. You should read the more detailed information contained elsewhere in this proxy statement, the annexes to this proxy statement and the documents referred to in this proxy statement.

Why am I receiving this proxy statement?

On October 16, 2022, the Company and its subsidiary, Opco, entered into the Merger Agreement with Parent, Merger Sub and Opco Merger Sub. Pursuant to the Merger Agreement, upon the terms and subject to the conditions thereof, Merger Sub will merge with and into the Company with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent, and Opco Merger Sub will merge with and into Opco with Opco continuing as the surviving company and a wholly owned subsidiary of Parent.

You are receiving this proxy statement in connection with the solicitation of proxies by the Archaea Board in favor of the proposal to adopt the Merger Agreement and the Adjournment Proposal.

As a holder of Archaea common stock, what will I receive in the Merger?

Each share of Class A common stock that is issued and outstanding as of immediately prior to the Effective Time (other than any shares of Class A common stock that are held by the Company as treasury stock or owned by Parent, Merger Sub, Opco Merger Sub or any other subsidiaries thereof, or any shares of Class A common stock as to which appraisal rights have been properly exercised in accordance with Delaware law) will be automatically canceled, extinguished and converted into the right to receive the Merger Consideration, less any applicable withholding taxes.

Each share of Class B common stock that is issued and outstanding as of immediately prior to the Effective Time will be automatically canceled and extinguished without any conversion thereof or consideration paid therefor. Each holder of Class B common stock also holds an equivalent number of Opco Units. Each Opco Unit held by a holder other than the Company or any of its subsidiaries that is issued and outstanding as of immediately prior to the Opco Merger Effective Time will be automatically canceled, extinguished and converted into the right to receive cash in an amount equal to the Merger Consideration, less any applicable withholding taxes. The Merger Consideration represents the aggregate consideration payable in respect of an Opco Unit and its corresponding share of Class B common stock.

The exchange of shares of Class A common stock and Opco Units for cash pursuant to the Merger will generally be a taxable transaction for U.S. federal income tax purposes. See the section of this proxy statement titled “The Merger — Material U.S. Federal Income Tax Considerations” for a more detailed description of the U.S. federal income tax consequences of the Merger. You are urged to consult your tax advisor for a full understanding of how the Merger will affect you for federal, state, local and/or non-U.S. tax purposes.

How does the Merger Consideration compare to the recent trading price of the Class A common stock?

The Merger Consideration of $26.00 per share represents a premium of approximately 54% over the Class A common stock’s closing share price on October 14, 2022, the last full trading day prior to the transaction announcement. On November 1, 2022, the most recent practicable date before the filing of this proxy statement, the closing price of the Class A common stock was $25.74 per share.

What is the consideration payable in respect of the Class B common stock and Opco Units?

Archaea has an “up-C” structure, whereby the Company’s only assets are its equity interests in Opco. The Class B common stock represents a non-economic interest in the Company, and each holder of shares of Class B common stock holds an equivalent number of Opco Units, which represent such holder’s direct economic interest in Opco. As such, (i) in the Merger, each share of Class B common stock that is issued and outstanding as of immediately prior to the Effective Time will be automatically canceled and extinguished without any conversion thereof or consideration paid therefor, and (ii) in the Opco Merger, each Opco Unit held by a holder other than

the Company or any of its subsidiaries that is issued and outstanding as of immediately prior to the Opco Merger Effective Time will be automatically canceled, extinguished and converted into the right to receive cash in an amount equal to the Merger Consideration, less any applicable withholding taxes. The Merger Consideration represents the aggregate consideration payable in respect of an Opco Unit and its corresponding share of Class B common stock.

What will happen to outstanding Company equity awards in the Merger?

Each Vested RSU, Vested PSU, Director RSU, Deemed Vested RSU and Deemed Vested PSU will, at the Effective Time, be canceled and converted into the right to receive an amount in cash (without interest and subject to applicable withholding taxes) equal to the product of (i) the aggregate number of shares of Class A common stock subject to such Vested RSU, Vested PSU, Director RSU, Deemed Vested RSU and Deemed Vested PSU, respectively, as of immediately prior to the Effective Time (with performance vesting conditions for Deemed Vested PSUs being deemed achieved at maximum levels of performance) and (ii) $26.00.

Each Unvested RSU and Unvested PSU will, at the Effective Time, be canceled and converted into a Deferred Cash RSU Award or Deferred Cash PSU Award, respectively. Each Deferred Cash RSU Award or Deferred Cash PSU Award will, subject to the holder’s continued service through the applicable vesting dates, vest and be payable on the earlier of (a) the same time as the Unvested RSU or Unvested PSU for which the Deferred Cash RSU Award or Deferred Cash PSU Award, respectively, was exchanged would have vested and been payable pursuant to its service-based vesting schedule and (b) the first anniversary of the closing date, in each case, subject to full accelerated vesting upon a termination of employment by the Company without “cause” or a resignation for “good reason.”

What will happen to the Warrants?

Each of the Warrants will be redeemed for cash immediately following the Opco Merger Effective Time in accordance with the terms of the Warrant Agreement and the Warrant Agreement Amendment, which provides that immediately following the Opco Merger Effective Time, each Warrant that is issued and outstanding immediately prior to the Effective Time will be automatically redeemed for the right to receive an amount, in cash, equal to (i) the Merger Consideration minus (ii) the Warrant Price (as defined in the Warrant Agreement and which is currently $11.50) as reduced pursuant to the calculation provided in Section 4.4 of the Warrant Agreement, without interest.

When and where is the Special Meeting?

The special meeting will be held virtually on [            ], [            ], 2022, at [            ], Central time. Stockholders will be able to attend the Special Meeting by visiting www.virtualshareholdermeeting.com/LFG2022SM and by using the 16-digit control number included in their proxy materials. We are conducting the Special Meeting solely online so our stockholders can participate from any geographic location with Internet connectivity. We believe this enhances accessibility to the Special Meeting for all of our stockholders and reduces the carbon footprint of our activities. We have worked to offer the same rights and opportunities to participate as would be provided at an in-person meeting, while providing an online experience available to all stockholders regardless of their location.

Instructions on how to attend and participate in the Special Meeting virtually are posted at www.virtualshareholdermeeting.com/LFG2022SM. You should ensure that you have a strong Internet connection and allow plenty of time to log-in and ensure that you can hear streaming audio prior to the start of the Special Meeting. We will offer live technical support for all stockholders attending the Special Meeting. Technical support phone numbers will be available on the virtual only meeting platform at www.virtualshareholdermeeting.com/LFG2022SM.

Who is entitled to vote at the Special Meeting?

Only holders of record of common stock as of the close of business on [            ], 2022, the record date for the Special Meeting, are entitled to vote the shares of common stock they held as of the record date at the Special Meeting. As of the close of business on the record date, there were [            ] shares of common stock issued and outstanding and entitled to vote. On each of the proposals presented at the Special Meeting, each holder of common stock is entitled to one vote for each share of common stock held by such stockholder on the record date.

May I attend the Special Meeting and vote at the Special Meeting?

Yes. If you are an Archaea stockholder of record, you may attend the Special Meeting virtually via the Internet at the virtual meeting website on [            ], 2022, and complete a virtual ballot, whether or not you sign and return your proxy card. If you are an Archaea stockholder of record, you will need your assigned control number to vote shares electronically at the Special Meeting. The control number can be found on the proxy card.

Even if you plan to attend the Special Meeting in person, to ensure that your shares will be represented at the Special Meeting, we encourage you to sign, date and return the enclosed proxy card in the accompanying prepaid reply envelope or grant your proxy electronically over the Internet or by telephone (using the instructions provided in the enclosed proxy card). If you attend the Special Meeting and complete a virtual ballot, your vote will revoke any proxy previously submitted.

If you hold your shares in “street name,” you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form that you will receive from your bank, broker or other nominee. Your broker or other agent cannot vote on any of the proposals, including the proposal to adopt the Merger Agreement, without your instructions. If you hold your shares in “street name,” you may not vote your shares in person at the Special Meeting unless you obtain a “legal proxy” from your bank, broker or other nominee.

What proposals will be considered at the Special Meeting?

At the Special Meeting, holders of Archaea common stock will be asked to consider and vote on the following proposals:

•        a proposal to adopt the Merger Agreement (the “Merger Proposal”); and

•        a proposal to adjourn the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.

Pursuant to Archaea’s bylaws, the only business that will be transacted at the Special Meeting are the above two proposals, as stated in the accompanying notice of the Special Meeting.

I understand that a quorum is required in order to conduct business at the Special Meeting. What constitutes a quorum for purposes of the Special Meeting?

The representation in person or by proxy of at least a majority of the outstanding shares of common stock entitled to vote at the Special Meeting is necessary to constitute a quorum for the transaction of business. The inspector of election appointed for the Special Meeting will determine whether a quorum is present. The inspector of election will treat abstentions as present for purposes of determining the presence of a quorum. If a quorum is not present, the only business that can be transacted at the Special Meeting is the adjournment or postponement of the meeting to another date or time.

What vote of Archaea stockholders is required to approve each of the proposals?

The approval of the Merger Proposal requires the affirmative vote of stockholders holding a majority of the outstanding shares of common stock entitled to vote as of the close of business on the record date. Accordingly, shares deemed not in attendance at the Special Meeting (whether due to a record holder’s failure to vote or a “street name” holder’s failure to provide any voting instructions to such holder’s bank, broker or other nominee), abstentions and broker non-votes will have the same effect as a vote “AGAINST” the Merger Proposal.

The approval of the Adjournment Proposal shall be determined by the majority of votes cast by the holders of common stock present, in person or represented by proxy, at the Special Meeting. Accordingly, shares deemed not in attendance at the Special Meeting (whether due to a record holder’s failure to vote or a “street name” holder’s failure to provide any voting instructions to such holder’s bank, broker or other nominee), abstentions and broker non-votes will have no effect on the outcome of the Adjournment Proposal.

What is a “broker non-vote”?

If a beneficial owner of shares of common stock held in “street name” by a bank, broker or other nominee does not provide the organization that holds the owner’s shares with specific voting instructions, then, under applicable rules, the organization that holds the owner’s shares may generally vote on “discretionary” matters but cannot vote on “non-discretionary” matters. A so-called “broker non-vote” results when banks, brokers and other nominees return a valid proxy voting upon a matter or matters for which the applicable rules provide discretionary authority but do not vote on a particular proposal because they do not have discretionary authority to vote on the matter and have not received specific voting instructions from the beneficial owner of relevant shares. Archaea does not expect any broker non-votes at the Special Meeting because the rules applicable to banks, brokers and other nominees only provide brokers with discretionary authority to vote on proposals that are considered routine, whereas each of the proposals to be presented at the Special Meeting is considered non-routine. As a result, no bank, broker or other nominee will be permitted to vote your shares of common stock at the Special Meeting without receiving instructions. Failure to instruct your bank, broker or other nominee as to how to vote your shares of common stock will have the same effect as a vote “AGAINST” the Merger Proposal but will have no effect on the outcome of the Adjournment Proposal.

How does the Archaea Board recommend that I vote?

The Archaea Board recommends a vote “FOR” the Merger Proposal and “FOR” the Adjournment Proposal. For a discussion of the factors that the Archaea Board considered in determining to recommend that Archaea stockholders adopt the Merger Agreement, see the section of this proxy statement titled “The Merger — Reasons for the Merger; Recommendation of the Archaea Board.” In addition, in considering the recommendation of the Archaea Board with respect to the Merger Agreement, you should be aware that certain of the Company’s directors and executive officers have interests that may be different from, or in addition to, the interests of the Company’s stockholders generally. See the section of this proxy statement titled “The Merger — Interests of the Company’s Directors and Executive Officers in the Merger.”

What happens if I sell my shares of common stock before the Special Meeting?

The record date for the Special Meeting is earlier than the date of the Special Meeting. If you sell or transfer your shares of common stock after the record date, but before the Special Meeting, you will retain your right to vote such shares at the Special Meeting. However, the right to receive the Merger Consideration will pass to the person to whom you transferred your shares of Class A common stock or Opco Units (and corresponding shares of Class B common stock). In order to receive the Merger Consideration in connection with the Merger, you must hold your shares of Class A common stock or Opco Units (and corresponding shares of Class B common stock) through the Effective Time or Opco Merger Effective Time, respectively.

What is a proxy?

A proxy is your legal designation of another person to vote your shares of common stock. The written document describing the matters to be considered and voted on at the Special Meeting is called a “proxy statement.” The document used to designate a proxy to vote your shares of common stock is called a “proxy card.”

If a stockholder gives a proxy, how are the shares voted?

Regardless of the method you choose to vote, the individuals named on the enclosed proxy card, or your proxies, will vote your shares in the way that you indicate. When completing the Internet or telephone process or the proxy card, you may specify whether your shares should be voted for or against or to abstain from voting on all, some or none of the specific items of business to come before the Special Meeting.

If you properly sign your proxy card but do not mark the boxes showing how your shares should be voted on a matter, the shares represented by your properly signed proxy will be voted “FOR” the Merger Proposal and “FOR” the Adjournment Proposal.

How do I cast my vote if I am a stockholder of record?

If your shares are registered directly in your name with our transfer agent, Continental Stock Transfer & Trust Company, you are considered, with respect to those shares, to be the “stockholder of record.” In that case, this proxy statement and your proxy card have been sent directly to you by the Company.

If you are a stockholder of record as of the record date, you may vote by submitting your proxy via the Internet, by telephone or by completing, signing and returning the enclosed proxy card by mail in the prepaid reply envelope. You may also vote your shares by ballot via the Internet during the Special Meeting. Even if you plan to attend the Special Meeting, you are encouraged to submit your vote by proxy as early as possible to ensure that your shares will be represented. For more detailed instructions on how to vote using one of these methods, see the section of this proxy statement titled “The Special Meeting — Voting Procedures.”

If you are a holder of record of shares of common stock and you submit a proxy card but do not direct how to vote on each item, the persons named as proxies will vote your shares in favor of each of the Merger Proposal and, if necessary or appropriate, the Adjournment Proposal.

How do I cast my vote if my shares of common stock are held in “street name” by my bank, broker or other nominee?

If your shares are held through a bank, broker or other nominee, you are considered the “beneficial owner” of shares of common stock held in “street name.” In that case, this proxy statement has been forwarded to you by your bank, broker or other nominee who is considered, with respect to those shares, to be the stockholder of record.

If you are a beneficial owner of shares of common stock held in “street name,” you must follow the instructions from your bank, broker or other nominee in order to vote such shares. Your bank, broker or other nominee will vote your shares only if you provide instructions on how to vote by properly completing the voting instruction form sent to you by your bank, broker or other nominee with this proxy statement. Without providing those instructions, your shares will not be voted, which will have the same effect as a vote “AGAINST” the Merger Proposal but will have no effect on the outcome of the Adjournment Proposal.

What will happen if I abstain from voting or fail to vote on any of the proposals?

If you abstain from voting, fail to cast your vote via the Internet during the Special Meeting or by proxy or fail to give voting instructions to your broker, it will have the same effect as a vote “AGAINST” the Merger Proposal.

Assuming a quorum is present at the Special Meeting, abstentions, failures to vote and failures to give voting instructions to your broker will have no effect on the outcome of the Adjournment Proposal.

Can I change my vote after I have delivered my proxy or my voting instructions?

Yes. If you are a stockholder with shares of common stock registered in your name, you may revoke your proxy at any time prior to the time it is voted by:

•        filing with our Corporate Secretary a written notice of revocation bearing a later date than the proxy;

•        properly casting a new vote via the Internet or by telephone at any time before the closure of the Internet or telephone voting facilities described under “The Special Meeting — Voting Procedures”;

•        duly completing a later-dated proxy relating to the same shares and delivering it to our Corporate Secretary; or

•        attending the Special Meeting online and voting electronically during the meeting (although attendance at the Special Meeting will not in and of itself constitute a revocation of a proxy).

Any written notice of revocation or subsequent proxy should be sent so as to be delivered to our offices at Archaea Energy Inc., 4444 Westheimer Road, Suite G450, Houston, Texas 77027, Attention: Corporate Secretary, before the taking of the vote at the Special Meeting. If you want to revoke your proxy by sending a new proxy card or an instrument revoking the proxy to the Company, you should ensure that you send your new proxy card or instrument revoking the proxy in sufficient time for it to be received by the Company prior to the Special Meeting.

If you are a beneficial owner of shares of common stock held in “street name,” you must contact your bank, broker or other nominee to change your vote or obtain a legal proxy to vote your shares electronically at the Special Meeting.

What should I do if I receive more than one set of voting materials?

You may receive more than one set of voting materials, including multiple copies of this proxy statement or multiple proxy or voting instruction cards. For example, if you hold your shares of common stock in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares of common stock. If you are a holder of common stock of record and your shares of common stock are registered in more than one name, you will receive more than one proxy card. Please submit your proxy and/or voting instructions for each set of materials that you receive to ensure that all your shares of common stock are voted.

Where can I find the voting results of the Special Meeting?

If available, we may announce preliminary voting results at the conclusion of the Special Meeting. We intend to publish final voting results in a Current Report on Form 8-K to be filed with the SEC following the Special Meeting. All reports that Archaea files with the SEC are publicly available when filed. For more information, see the section of this proxy statement titled “Where You Can Find Additional Information.”

Am I entitled to rights of appraisal under the DGCL?

If the Merger is completed, holders of Archaea common stock who continuously hold shares of Archaea common stock through the Effective Time, who do not vote in favor of the adoption of the Merger Agreement, who properly demand appraisal of their shares and do not withdraw their demands, and who otherwise comply with the applicable requirements of Section 262 of the DGCL, will be entitled to seek appraisal of their shares of common stock in connection with the Merger under Section 262 of the DGCL. This means that holders of shares of Archaea common stock are entitled to have their shares appraised by the Delaware Court of Chancery and to receive payment in cash of the “fair value” of their shares of Class A common stock or Opco Units (and corresponding share of Class B common stock), exclusive of any elements of value arising from the accomplishment or expectation of the Merger, together with interest on the amount determined to be fair value, if any, as determined by the court (or, in certain circumstances described below, on the difference between the amount determined to be the fair value and the amount paid to each stockholder entitled to appraisal prior to the entry of judgment in the appraisal proceeding). Holders of Archaea common stock who wish to seek appraisal of their shares are in any case encouraged to seek the advice of legal counsel with respect to the exercise of appraisal rights due to the complexity of the appraisal process. The requirements under Section 262 of the DGCL for exercising appraisal rights are described in additional detail in this proxy statement, and Section 262 of the DGCL regarding appraisal rights is accessible without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262. Failure to comply with the provisions of Section 262 of the DGCL in a timely and proper manner may result in the loss of appraisal rights. See the section of this proxy statement titled “Appraisal Rights.”

When is the Merger expected to be completed?

We are working toward completing the Merger as promptly as possible, and the parties to the Merger Agreement are targeting completing the Merger by the end of 2022. However, the exact timing of completion of the Merger cannot be predicted because the Merger is subject to the closing conditions specified in the Merger Agreement, some of which are outside of our control.

What effect will the Merger have on Archaea?

If the Merger is consummated, Merger Sub will be merged with and into Archaea, the separate corporate existence of Merger Sub will thereupon cease, and Archaea will continue to exist following the Merger as a wholly owned subsidiary of Parent. Following completion of the Merger, shares of Class A common stock will be delisted from the NYSE, and the registration of shares of Class A common stock under the Exchange Act will be terminated.

What happens if the Merger is not completed?

If the Merger Proposal is not approved by our stockholders, or if the Merger is not completed for any other reason, the holders of Archaea common stock will not receive any payment for their shares of Archaea common stock or Opco Units in connection with the Merger. Instead, the Company would remain an independent public company and stockholders would continue to own their shares of Archaea common stock and Opco Units. The Class A common stock would continue to be registered under the Exchange Act and listed and traded on the NYSE. Under certain circumstances, if the Merger is not completed, Archaea may be obligated to pay to Parent a termination fee. For more information, see the section of this proxy statement titled “The Merger Agreement — Termination Fees and Expenses.”

What is householding and how does it affect me?

The SEC permits companies to send a single set of proxy materials to any household at which two or more stockholders reside, unless contrary instructions have been received, but only if the company provides advance notice and follows certain procedures. In such cases, each stockholder continues to receive a separate notice of the meeting and proxy card. If your shares are held in “street name,” you will receive your voting instruction form from your bank, broker or other nominee and you will return your voting instruction form to your bank, broker or other nominee. You should vote on and sign each proxy card or voting instruction form you receive as discussed above. To request that only one copy of any of these materials be mailed to your household, please contact your bank, broker or other nominee.

Who can help answer my questions?

If you need assistance in completing your proxy card or have questions regarding the Special Meeting, please contact Archaea’s proxy solicitor:

D.F. King & Co., Inc.
48 Wall Street, 22nd Floor
New York, NY 10005
Stockholders may call toll free: (800) 769-4414
Banks and Brokers may call collect: (212) 269-5550
Email: LFG@dfking.com

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement, and any documents to which Archaea refers to in this proxy statement, may contain “forward-looking statements,” which include all statements that do not relate solely to historical or current facts, such as statements regarding our expectations, intentions or strategies regarding the future. In some cases, you can identify forward-looking statements by the following words: “may,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “aim,” “potential,” “continue,” “ongoing,” “goal,” “can,” “seek,” “target” or the negative of these terms or other similar expressions, although not all forward-looking statements contain these words. These forward-looking statements are based on management’s beliefs, as well as assumptions made by, and information currently available to, the Company. All forward-looking statements by their nature address matters that involve risks and uncertainties, many of which are beyond our control, and are not guarantees of future results, such as statements about the consummation of the Merger and the anticipated benefits thereof. These statements are only predictions. The Company has based these forward-looking statements largely on its then-current expectations and projections about future events and financial trends as well as the beliefs and assumptions of management. Forward-looking statements are subject to a number of risks and uncertainties, many of which involve factors or circumstances that are beyond the Company’s control. Because such statements are based on expectations as to future financial and operating results and are not statements of fact, actual results may differ materially from those projected and are subject to a number of known and unknown risks and uncertainties, including, but not limited to:

•        the risk that the Merger may not be completed in a timely manner or at all, which may adversely affect the Company’s business and the price of Class A common stock;

•        the failure to satisfy any of the conditions to the consummation of the Merger, including the receipt of certain regulatory approvals (or the imposition of any conditions, limitations or restrictions on such approvals);

•        the failure to obtain stockholder approval of the Merger;

•        the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the Merger Agreement, including in circumstances requiring the Company to pay a termination fee of $114.5 million;

•        the effect of the announcement or pendency of the Merger on the Company’s business relationships, operating results and business generally;

•        risks that the Merger disrupts the Company’s current plans and operations;

•        the Company’s ability to retain and hire key personnel, and maintain relationships with key business partners, customers and others with whom it does business, in light of the Merger;

•        risks related to diverting management’s attention from the Company’s ongoing business operations;

•        unexpected costs, charges or expenses resulting from the Merger;

•        potential litigation relating to the Merger that could be instituted against the parties to the Merger Agreement or their respective directors, managers or officers, including the effects of any outcomes related thereto;

•        continued availability of capital and financing and rating agency actions;

•        certain restrictions during the pendency of the Merger that may impact the Company’s ability to pursue certain business opportunities or strategic transactions;

•        unpredictability and severity of catastrophic events, including, but not limited to, acts of terrorism, war or hostilities or the COVID-19 pandemic, as well as management’s response to any of the aforementioned factors; and

•        the impact of adverse general and industry-specific economic and market conditions.

THE SPECIAL MEETING

We are furnishing this proxy statement to the holders of Archaea common stock as part of the solicitation of proxies on behalf of the Archaea Board for use at the Special Meeting.

Date, Time and Place

The Special Meeting will be held on [    ], [      ], 2022, at [          ], Central time. Archaea will hold the Special Meeting virtually via the Internet at the virtual meeting website, www.virtualshareholdermeeting.com/LFG2022SM. You will not be able to attend the Special Meeting physically in person. We continue to use the virtual meeting format to facilitate stockholder attendance and participation by leveraging technology to communicate more effectively and efficiently with our stockholders.

Purpose of the Special Meeting

At the Special Meeting, holders of common stock will be asked to consider and vote on the following proposals:

•        a proposal to adopt the Merger Agreement, which is attached as Annex A to this proxy statement; and

•        a proposal to adjourn the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.

Recommendation of the Archaea Board

After careful consideration, the Archaea Board unanimously: (i) determined that it is in the best interests of the Company and its stockholders, and declared it advisable, to enter into the Merger Agreement and consummate the Transactions upon the terms and subject to the conditions set forth therein and in the Voting Agreement, the Warrant Agreement Amendment, the Opco LLC Agreement Amendment and the Unitholder Representative Engagement Letter; (ii) approved the execution and delivery of the Merger Agreement by the Company Entities, the performance by the Company Entities of their covenants and other obligations thereunder, and the consummation of the Transactions upon the terms and subject to the conditions set forth therein and in the Voting Agreement, the Warrant Agreement Amendment, the Opco LLC Agreement Amendment and the Unitholder Representative Engagement Letter; (iii) determined that the Voting Agreement and the Warrant Agreement Amendment are advisable and in the best interests of the Company and its stockholders and approved the Voting Agreement and the Warrant Agreement Amendment so that the restrictions on business combinations set forth in Section 203 of the DGCL and any other similar laws are not applicable to the Merger Agreement; (iv) approved the Opco LLC Agreement Amendment and the Unitholder Representative Engagement Letter; (v) resolved to recommend that the Company’s stockholders adopt the Merger Agreement in accordance with the DGCL; and (vi) directed that the adoption of the Merger Agreement be submitted for consideration by the Company’s stockholders at the Special Meeting. Accordingly, the Board recommends that stockholders vote “FOR” the proposal to adopt the Merger Agreement and “FOR” the Adjournment Proposal, if necessary or appropriate, to solicit additional proxies.

For a discussion of the material factors that the Board considered in determining to recommend the adoption of the Merger Agreement, see the section of this proxy statement titled “The Merger — Reasons for the Merger; Recommendation of the Archaea Board.”

Record Date and Stockholders Entitled to Vote

Only holders of common stock of record as of the close of business on [    ], 2022, the record date for the Special Meeting, are entitled to receive notice of and to vote the shares of common stock they held on the record date at the Special Meeting. As of the close of business on the record date, [      ] shares of common stock (consisting of [      ] shares of Class A common stock and [      ] shares of Class B common stock) were issued and outstanding and entitled to be voted at the Special Meeting. On each of the proposals presented at the Special Meeting, each holder of common stock is entitled to one vote for each share of common stock held by such stockholder on the record date. The adoption of the Merger Agreement by the holders of common stock requires the affirmative vote

(in person or by proxy) of stockholders holding a majority of the outstanding shares of Class A common stock and Class B common stock entitled to vote thereon as of the close of business on the record date, voting together as a single class, at the Special Meeting.

A list of stockholders entitled to vote at the Special Meeting will be available for examination during ordinary business hours by any stockholder for any purpose germane to the Special Meeting beginning 10 days prior to the Special Meeting and ending on the date of the Special Meeting at our principal executive offices located at 4444 Westheimer Road, Suite G450, Houston, Texas 77027. Such list will also be available at the virtual meeting website, www.virtualshareholdermeeting.com/LFG2022SM, during the Special Meeting.

Quorum

The presence, in person or by proxy, at the Special Meeting of at least a majority of all outstanding shares of common stock entitled to vote at the Special Meeting, or [      ] shares of common stock, is necessary to constitute a quorum for the transaction of business. If a quorum shall fail to attend the Special Meeting, the Special Meeting may be adjourned to another time and/or place by the chairman of the meeting or by a majority of votes cast by the holders of common stock present, in person or represented by proxy, at the Special Meeting in favor of the Adjournment Proposal. The inspector of election appointed for the Special Meeting will determine whether a quorum is present. The inspector of election will treat abstentions as present for purposes of determining the presence of a quorum.

If a beneficial owner of shares of common stock held in “street name” by a bank, broker or other nominee does not provide the organization that holds his, her or its shares with specific voting instructions, then, under applicable rules, the organization that holds such shares may generally vote on “discretionary” matters but cannot vote on “non-discretionary” matters. A so-called “broker non-vote” results when banks, brokers and other nominees return a valid proxy voting upon a matter or matters for which the applicable rules provide discretionary authority but do not vote on a particular proposal because they do not have discretionary authority to vote on the matter and have not received specific voting instructions from the beneficial owner of the relevant shares. Archaea does not expect any broker non-votes at the Special Meeting because the rules applicable to banks, brokers and other nominees only provide them with discretionary authority to vote on proposals that are considered routine, whereas each of the proposals to be presented at the Special Meeting is considered non-routine. As a result, no bank, broker or other nominee will be permitted to vote your shares of common stock at the Special Meeting without receiving instructions. Failure to instruct your bank, broker or other nominee as to how to vote your shares of common stock will have the same effect as a vote “AGAINST” the proposal to adopt the Merger Agreement.

If a quorum is not present, the only business that can be transacted at the Special Meeting is the adjournment or postponement of the meeting to another date, time and/or place.

Vote Required

Approval of the Merger Proposal

The approval of the Merger Proposal requires the affirmative vote (in person or by proxy) of stockholders holding a majority of the outstanding shares of common stock entitled to vote thereon as of the close of business on the record date, voting together as a single class, at the Special Meeting. Accordingly, shares of common stock deemed not in attendance at the Special Meeting (whether due to a record holder’s failure to vote or a “street name” holder’s failure to provide any voting instructions to such holder’s bank, broker or other nominee), abstentions and broker non-votes will have the same effect as a vote “AGAINST” the Merger Proposal.

Under the Merger Agreement, stockholder approval of the Merger Proposal is a condition to the consummation of the Merger.

Approval of the Adjournment Proposal

The approval of the Adjournment Proposal shall be determined by the majority of votes cast by the holders of common stock present, in person or represented by proxy, at the Special Meeting. Accordingly, shares deemed not in attendance at the Special Meeting (whether due to a record holder’s failure to vote or a “street name” holder’s failure to provide any voting instructions to such holder’s bank, broker or other nominee), abstentions and broker non-votes will have no effect on the outcome of the Adjournment Proposal.

The vote on the Adjournment Proposal is a vote separate and apart from the vote to adopt the Merger Agreement. The Company does not intend to call a vote on the Adjournment Proposal if the Merger Proposal is approved at the Special Meeting.

Tabulation of Votes; Results

The Company will retain an independent party to receive and tabulate the proxies and ballots, and to serve as the inspector of election to certify the results of the Special Meeting.

Voting Procedures

Whether or not you plan to attend the Special Meeting virtually and regardless of the number of shares of common stock you own, your careful consideration of, and vote on, the Merger Proposal is important and we encourage you to vote promptly.

To ensure that your shares of common stock are voted at the Special Meeting, we recommend that you promptly submit your proxy, even if you plan to attend the Special Meeting virtually, using one of the following three methods:

•        Vote via the Internet.    Follow the instructions for Internet voting shown on the proxy card mailed to you.

•        Vote by Telephone.    Follow the instructions for telephone voting shown on the proxy card mailed to you.

•        Vote by Proxy Card.    Complete, sign, date and return the enclosed proxy card by mail in the prepaid reply envelope.

The Internet and telephone voting procedures are designed to authenticate your identity and to allow you to vote your shares of common stock for the matters to be brought before the Special Meeting as described in this proxy statement and confirm that your proxy has been properly recorded.

Votes submitted by telephone or via the Internet for the matters to be brought before the Special Meeting as described in this proxy statement must be received by 11:59 p.m., Eastern time, [    ], 2022.

If you submit your proxy via the Internet, by telephone or by completing, signing and returning the enclosed proxy card by mail, the persons named as proxies will vote your shares according to your instructions. If you are a stockholder with shares of common stock registered in your name and submit your proxy but do not direct the persons named as proxies how to vote your shares on a proposal to be brought before the Special Meeting, the persons named as proxies will vote your shares in favor of the Merger Proposal and the Adjournment Proposal.

If you are a beneficial owner of shares of common stock held in “street name” by a bank, broker or other nominee, you must follow the instructions from your bank, broker or other nominee in order to vote your shares.

Revocation of Proxies

If you are a stockholder with shares of Archaea common stock registered in your name, you may revoke your proxy at any time prior to the time it is voted by:

•        filing with our Corporate Secretary a written notice of revocation bearing a later date than the proxy;

•        properly casting a new vote via the Internet or by telephone at any time before the closure of the Internet or telephone voting facilities described under “— Voting Procedures”;

•        duly completing a later-dated proxy relating to the same shares and delivering it to our Corporate Secretary; or

•        attending the Special Meeting online and voting electronically during the meeting (although attendance at the Special Meeting will not in and of itself constitute a revocation of a proxy).

Any written notice of revocation or subsequent proxy should be sent so as to be delivered to our offices at Archaea Energy Inc., 4444 Westheimer Road, Suite G450, Houston, Texas 77027, Attention: Corporate Secretary, before the taking of the vote at the Special Meeting. If you want to revoke your proxy by sending to the Company a new proxy card or an instrument revoking the proxy, you should ensure that you send your new proxy card or instrument revoking the proxy in sufficient time for it to be received by the Company prior to the Special Meeting. If you are a beneficial owner of shares of common stock held in “street name,” you must contact your bank, broker or other nominee to change your vote or obtain a legal proxy to vote your shares electronically at the Special Meeting.

Any adjournment, postponement or other delay of the Special Meeting, including for the purpose of soliciting additional proxies, will allow stockholders who have already sent in their proxies to revoke them at any time prior to their use at the Special Meeting as adjourned, postponed or delayed.

Voting in Person

The Special Meeting will be held virtually. There will be no physical location for stockholders to attend. You will be able to attend the Special Meeting by visiting www.virtualshareholdermeeting.com/LFG2022SM and using the 16-digit control number included in your proxy materials.

•        Stockholders of record:    If you are a stockholder of record, in order to participate in the Special Meeting, you will need your 16-digit control number included on the proxy card previously distributed to you. If you are a stockholder of record, you may vote electronically during the Special Meeting by following the instructions available at www.virtualshareholdermeeting.com/LFG2022SM.

•        Stockholders holding shares in “street” name:    If your shares are held in “street name” through a brokerage firm, bank, trust or other similar organization and you do not have a 16-digit control number, in order to participate in the Special Meeting, you must first obtain a legal proxy from your broker, bank, trustee or other nominee reflecting the number of shares of common stock you held as of the record date, your name and email address. If you hold shares of common stock in “street name,” you must obtain the appropriate documents from your broker, bank, trustee or other nominee, giving you the right to vote your shares at the Special Meeting.

Instructions on how to attend and participate in the Special Meeting virtually are posted at www.virtualshareholdermeeting.com/LFG2022SM.

You should ensure that you have a strong Internet connection and allow plenty of time to log-in and ensure that you can hear streaming audio prior to the start of the Special Meeting. We will offer live technical support for all stockholders attending the meeting. Technical support phone numbers will be available on the virtual-only meeting platform at www.virtualshareholdermeeting.com/LFG2022SM.

Please note that even if you plan to attend the Special Meeting, we recommend that you vote by Internet, telephone or by mail, using the enclosed proxy card in advance, to ensure that your shares will be represented at the Special Meeting.

Solicitation of Proxies

Archaea, on behalf of the Archaea Board, is soliciting proxies for the Special Meeting from its stockholders. This proxy solicitation is being made by mail, but also may be made by telephone, in person and/or by electronic means. The Company will bear the cost of soliciting proxies, including the expense of preparing, printing and distributing this proxy statement and the related proxy materials. In addition to soliciting proxies by mail, telephone, in person and/or by electronic means, we may request banks, brokers and other nominees to solicit their customers who have common stock registered in their names and will, upon request, reimburse any such banks, brokers and other nominees for the reasonable, out-of-pocket costs of forwarding proxy materials in accordance with customary practice. We may also use the services of our directors, officers and other employees to solicit proxies, personally,

by telephone or by electronic means, without additional compensation. In addition, the Company has retained D.F. King & Co., Inc. to solicit stockholder proxies at a total cost to the Company of approximately $17,500 plus reasonable expenses. We have also agreed to indemnify D.F. King & Co, Inc. against certain losses, damages and expenses.

Adjournments

The Special Meeting may be adjourned from time to time to another time and/or place under our bylaws by the chairman of the meeting or by a majority of votes cast by the holders of common stock present, in person or represented by proxy, at the Special Meeting in favor of the Adjournment Proposal. Under our bylaws, notice need not be given of any such adjournment of less than 30 days if the date, time and place, if any, thereof, and the means of remote communication, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken, unless after the adjournment a new record date is fixed for the adjourned meeting. At the adjourned special meeting, the Company and its stockholders may transact any business which might have been transacted at the original meeting. If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned meeting (including the means of remote communication, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such adjourned meeting) will be given to each stockholder of record entitled to receive notice of and/or to vote at such meeting. All proxies will be voted in the same manner as they would have been voted at the original convening of the Special Meeting, except for any proxies that have been validly revoked or withdrawn prior to the time such proxies are voted at the later-convened meeting.

The Adjournment Proposal set forth in this proxy statement relates only to an adjournment of the Special Meeting for purposes of soliciting additional proxies to obtain the requisite stockholder approval to adopt the Merger Agreement. Archaea retains full authority to the extent set forth in its bylaws and Delaware law to adjourn the Special Meeting for any other purpose, or to postpone the Special Meeting before it is convened, without the consent of any Archaea stockholder.

Voting by Company Directors and Executive Officers

As of the record date for the Special Meeting, the directors and executive officers of Archaea beneficially owned in the aggregate approximately [        ] shares of Archaea common stock, or approximately [    ]% of the outstanding shares of Archaea common stock. Our directors and executive officers have informed us that, as of the date of this proxy statement, they intend to vote all of their respective shares of Archaea common stock “FOR” the adoption of the Merger Agreement and “FOR” the Adjournment Proposal.

Certain of the Company’s directors and executive officers have interests in the Merger that may be different from, or in addition to, those of the Company’s stockholders generally. For more information, see the section of this proxy statement titled “The Merger — Interests of the Company’s Directors and Executive Officers in the Merger.”

Voting Agreement

In connection with the execution of the Merger Agreement, the Principal Stockholders have entered into the Voting Agreement with Parent. Subject to its terms, the Voting Agreement obligates each Principal Stockholder to, among other things, vote the shares of common stock beneficially owned by such Principal Stockholder in favor of the adoption of the Merger Agreement and, subject to certain exceptions, not transfer any shares of common stock prior to the termination of the Voting Agreement. The Voting Agreement will terminate, with respect to any Principal Stockholder, upon the earliest to occur of: (i) the Effective Time, (ii) the termination of the Merger Agreement in accordance with its terms, (iii) the delivery of written notice of termination by the Principal Stockholder to Parent following an Adverse Amendment made without the consent of such Principal Stockholder, (iv) a Company Board Recommendation Change made in compliance with Section 5.3 of the Merger Agreement and (v) the mutual written agreement of the Principal Stockholder and Parent to terminate the Voting Agreement.

As of the close of business on the record date, the Principal Stockholders in the aggregate beneficially owned approximately 27% of the outstanding shares of common stock entitled to vote at the Special Meeting.

See the section of this proxy statement titled “Voting Agreement” for further information.

Assistance; Proxy Solicitor

If you need assistance in completing your proxy card or have questions regarding the Special Meeting, please contact Archaea’s proxy solicitor:

D.F. King & Co., Inc.
48 Wall Street, 22nd Floor
New York, NY 10005
Stockholders may call toll free: (800) 769-4414
Banks and Brokers may call collect: (212) 269-5550
Email: LFG@dfking.com

PROPOSAL 1: MERGER PROPOSAL

As discussed elsewhere in this proxy statement, at the Special Meeting, holders of Archaea common stock will consider and vote on a proposal to adopt the Merger Agreement. The Merger cannot be completed without the adoption of the Merger Agreement by the requisite vote of Archaea stockholders. You are urged to carefully read this proxy statement in its entirety for more detailed information concerning the Merger Agreement and the Merger, including the information set forth under the sections of this proxy statement titled “The Merger” and “The Merger Agreement.” A copy of the Merger Agreement is attached as Annex A to this proxy statement. You are urged to read the Merger Agreement carefully and in its entirety.

The approval of the Merger Proposal requires the affirmative vote of the holders of a majority of the outstanding shares of Archaea common stock as of the close of business on the record date. Accordingly, shares deemed not in attendance at the Special Meeting (whether due to a record holder’s failure to vote or a “street name” holder’s failure to provide any voting instructions to such holder’s bank, broker or other nominee), abstentions and broker non-votes will have the same effect as a vote “AGAINST” the Merger Proposal.

The Archaea Board recommends a vote “FOR” the approval of the Merger Proposal.

PROPOSAL 2: ADJOURNMENT PROPOSAL

We are asking that you approve a proposal to adjourn the Special Meeting to a later date or dates if necessary or appropriate to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.

Archaea is asking stockholders to authorize the holder of any proxy solicited by the Archaea Board to vote in favor of any adjournment of the Special Meeting, if necessary or appropriate, as determined by the Company, to solicit additional proxies if there are not sufficient votes to approve the Merger Proposal at the time of the Special Meeting.

The approval of the Adjournment Proposal shall be determined by the majority of votes cast by the holders of common stock present, in person or represented by proxy, at the Special Meeting. Accordingly, shares deemed not in attendance at the Special Meeting (whether due to a record holder’s failure to vote or a “street name” holder’s failure to provide any voting instructions to such holder’s bank, broker or other nominee), abstentions and broker non-votes will have no effect on the outcome of the Adjournment Proposal.

The vote on the Adjournment Proposal is a vote separate and apart from the vote to adopt the Merger Agreement. Archaea does not intend to call a vote on this proposal if the Merger Proposal is approved at the Special Meeting.

The Archaea Board recommends a vote “FOR” the approval of the Adjournment Proposal.

THE MERGER

This discussion of the Merger is qualified in its entirety by reference to the Merger Agreement, which is attached to this proxy statement as Annex A. You should carefully read and consider the entire Merger Agreement, which is the legal document that governs the Merger, because it contains important information about the Merger and how it affects you.

Parties Involved in the Merger

Archaea Energy Inc.
4444 Westheimer Road, Suite G450
Houston, Texas 77027
(346) 708-8272

Archaea, a Delaware corporation (formerly named Rice Acquisition Corp.), is one of the largest RNG producers in the United States, with an industry-leading RNG platform primarily focused on capturing and converting waste emissions from landfills and livestock farms into low-carbon RNG and electricity. As of September 30, 2022, Archaea owns, through wholly-owned entities or joint ventures, a diversified portfolio of LFG recovery and processing facilities across 20 states, including facilities that produce pipeline-quality RNG and LFG to renewable electricity production facilities.

Archaea develops, designs, constructs and operates RNG facilities. Archaea, through wholly-owned entities or joint ventures, has entered into long-term agreements with biogas site hosts which grant the rights to utilize gas produced at their sites and to construct and operate facilities on their sites to produce RNG and renewable electricity.

Shares of our Class A common stock are listed on the NYSE under the symbol “LFG.” Our Internet address is https://www.archaeaenergy.com. Information on Archaea’s website is not incorporated by reference into or otherwise part of this proxy statement. Additional information about Archaea is contained in our public filings. See the section of this proxy statement titled “Where You Can Find Additional Information.”

LFG Acquisition Holdings LLC
4444 Westheimer Road, Suite G450
Houston, Texas 77027
(346) 708-8272

Opco is a direct subsidiary of Archaea, which is a holding company and has no material assets other than its equity interests in Opco.

BP Products North America Inc.
30 South Wacker Dr., Suite 900
Chicago, Illinois 60606
Attn: GOA Legal Notices
(832) 619-4894

Parent, a Maryland corporation, is primarily engaged in transportation, refining, manufacturing, marketing and distribution of hydrocarbons and hydrocarbon-related products.

Condor RTM Inc.
501 Westlake Park Blvd.
Houston, Texas 77079
(281) 366-2000

Merger Sub was formed on September 30, 2022, solely for the purpose of engaging in the transactions contemplated by the Merger Agreement, and has not engaged in any business activities other than in connection with the transactions contemplated by the Merger Agreement.

Condor RTM LLC
30 South Wacker Dr., Suite 900
Chicago, Illinois 60606
(281) 366-2000

Opco Merger Sub was formed on September 30, 2022, solely for the purpose of engaging in the transactions contemplated by the Merger Agreement, and has not engaged in any business activities other than in connection with the transactions contemplated by the Merger Agreement.

General Description of the Merger

The Company, Opco, Parent, Merger Sub and Opco Merger Sub entered into the Merger Agreement on October 16, 2022. A copy of the Merger Agreement is included as Annex A to this proxy statement. Pursuant to the Merger Agreement, upon the terms and subject to the conditions thereof, at the Effective Time, Merger Sub will merge with and into the Company with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent, and at the Opco Merger Effective Time, Opco Merger Sub will merge with and into Opco with Opco continuing as the surviving company and a wholly owned subsidiary of Parent.

At the Effective Time, and without any action by any Archaea stockholder, each share of Class A common stock that is issued and outstanding as of immediately prior to the Effective Time (other than Owned Company Shares or any Dissenting Company Shares) will be automatically canceled, extinguished and converted into the right to receive the Merger Consideration, less any applicable withholding taxes.

Also, at the Effective Time, and without any action by any Archaea stockholder, each share of Class B common stock that is issued and outstanding as of immediately prior to the Effective Time will be automatically canceled and extinguished without any conversion thereof or consideration paid therefor. Each holder of Class B common stock also holds an equivalent number of Opco Units.

Also, at the Effective Time, and without any action by any Archaea stockholder, (i) each share of common stock of Merger Sub that is issued and outstanding as of immediately prior to the Effective Time will automatically be canceled and converted into one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation, and (ii) each share of Archaea common stock that is (a) held by the Company as treasury stock or (b) owned by the Parent Entities or any of their subsidiaries, in each case as of immediately prior to the effective time, will automatically be canceled and extinguished without any conversion thereof or consideration paid therefor.

At the Opco Merger Effective Time, and without any action by any holder of Opco Units, each Opco Unit held by a holder other than the Company or any of its subsidiaries issued and outstanding as of immediately prior to the Opco Merger Effective Time will be automatically canceled, extinguished and converted into the right to receive cash in an amount equal to the Merger Consideration, less any applicable withholding taxes.

Also, at the Opco Merger Effective Time, and without any action by any holder of Opco Units, (i) each Opco Unit held by the Company or any of its subsidiaries immediately prior to the Opco Merger Effective Time shall become an equivalent number of limited liability company interests of the Surviving Opco held by the Surviving Corporation and (ii) all limited liability company interests of Opco Merger Sub will be automatically canceled, extinguished and converted into limited liability company interests of the Surviving Opco, such that the aggregate number of limited liability company interests of the Surviving Opco to be held by Parent immediately following the Opco Merger Effective Time will represent the same percentage of the outstanding limited liability company interests of the Surviving Opco immediately following the Opco Merger Effective Time as the percentage of Opco Units held by the Specified Opco Holders immediately prior to the Opco Merger Effective Time. As a result, immediately following the Opco Merger Effective Time, based on the number of Opco Units issued and outstanding as of the date of this proxy statement, approximately [            ]% of the limited liability company interests in the Surviving Opco will be held directly by Parent, and approximately [            ]% of the limited liability company interests in the Surviving Opco will be held directly by the Company (and accordingly indirectly by Parent).

Immediately following the Opco Merger Effective Time, each of the Warrants will be redeemed for cash in accordance with the terms of the Warrant Agreement and the Warrant Agreement Amendment, which provides that immediately following the Opco Merger Effective Time, each Warrant that is issued and outstanding immediately

prior to the Effective Time will be automatically redeemed for the right to receive an amount, in cash, equal to (i) the Merger Consideration minus (ii) the Warrant Price (as defined in the Warrant Agreement and which is currently $11.50) as reduced pursuant to the calculation provided in Section 4.4 of the Warrant Agreement, without interest.

Background of the Merger

The following chronology summarizes the key meetings and events that led to the signing of the Merger Agreement. This chronology does not purport to catalogue every conversation of or among members of the Board, the Company’s management, the Company’s financial advisors or legal advisors, Parent or any other person.

The Board, together with the Company’s management and with the assistance of the Company’s advisors, regularly evaluates the Company’s historical performance, future growth prospects and strategic plan and considers (i) various financial and strategic opportunities available to the Company, including potential acquisitions, joint ventures, business combinations, financings and other similar transactions, and (ii) other ways to enhance stockholder value and the Company’s performance and prospects, taking into account various factors, including the business, competitive, regulatory, financing and economic environment and developments in the Company’s industry. As a result, since the completion of the Company’s business combination with Aria Energy LLC and Archaea Energy LLC in September 2021, representatives of the Company have from time to time engaged in discussions with representatives of other companies in, or interested in, the biogas industry, as well as financial sponsors regarding such financial and strategic opportunities available to the Company. In addition, Parent and the Company are party to the Mavrix LLC joint venture (the “Mavrix Joint Venture”), and, from time to time, Parent and the Company have met to discuss matters relating to the Mavrix Joint Venture.

On February 8, 2022, members of Company management met with representatives of Parent during an industry event, during which time the parties discussed the biogas industry generally and matters relating to the Mavrix Joint Venture.

On April 28, 2022, the Company announced that it had entered into a definitive agreement to purchase NextGen Power Holdings LLC (“INGENCO”) for $215 million in cash.

On May 5, 2022, the Company announced a joint venture (the “Lightning Joint Venture”) with Republic Services, Inc. (“Republic”) to develop RNG projects across the country. Pursuant to the terms of the definitive agreements governing the Lightning Joint Venture, the Company was required to contribute approximately $800 million to the joint venture over the course of five years.

On June 3, 2022, members of Company management and representatives of Parent had a call to discuss, among other things, the biogas industry generally, during which time Parent expressed an interest in expanding in the biogas industry and learning more about the Company’s business. Representatives of Parent expressed interest in a variety of potential transactions and projects with the Company. No financial or other material terms of any potential transaction with the Company were discussed on the call.

On June 16, 2022, during a meeting between members of Company management and representatives of Parent to discuss matters relating to the Mavrix Joint Venture, representatives of Parent again expressed an interest in the Company’s business beyond that joint venture, and, at the request of Parent, the Company discussed with representatives of Parent publicly available information relating to the Company’s broader business and financial results.

In addition, over the course of the summer of 2022 and after the announcement of the Lightning Joint Venture, a number of financial parties, including parties referred to herein as “Party A”, “Party B”, and “Party C”, met with members of Company management and Daniel J. Rice, IV, Chair of the Board, to discuss a variety of topics, including the biogas industry generally and the Company’s business. During the course of such discussions, these financial parties expressed an interest in the Company, including in potentially participating in a variety of potential transactions with the Company, ranging from (i) financing transactions to finance the INGENCO purchase, the Lightning Joint Venture capital contributions and other capital expenditures within the Company’s development plan to (ii) potential strategic transactions to allow such financial parties to meaningfully participate in the growing biogas industry. No financial or other material terms of a potential acquisition of the Company were discussed at any of these meetings.

On June 24, 2022, given the increasing interest from the various parties noted above in a wide range of transactions with the Company, the Board met with members of Company management and representatives of Kirkland & Ellis LLP (“Kirkland”), legal advisor to the Company, in attendance to discuss the interest of such parties, including whether any engagement with such parties in respect of strategic transactions was appropriate at the time in light of the Board’s fiduciary duties. During this meeting, the Board discussed the outreach from Party A, Party B, Party C and Parent. Representatives of Kirkland also provided the Board with a review of the Board’s fiduciary duties under Delaware law, including in the context of the interest expressed by third parties in exploring strategic alternatives with the Company and the Board’s potential consideration of strategic alternatives. Next, the Board discussed and considered the potential benefits and risks of conducting a targeted assessment to help the Board determine how best to maximize value for stockholders, including considerations such as the relative scarcity of RNG assets at the Company’s scale, which could drive further interest in the Company as part of a marketed process given the overall market dynamics. The Board also discussed and considered the risks to the Company and its business inherent in a potential market check, including demands on management’s time and attention and the risk of leaks. Taking into consideration the foregoing, the Board determined that an initial step of engaging with a financial advisor to assist the Board in considering the benefits and risks of a targeted market check was warranted, including to provide additional perspective for the Board and the Company’s management in ongoing interactions with the various parties expressing interest in engaging with the Company. At the end of the meeting, the Board authorized Company management and Mr. Rice to engage with potential financial advisors to meet with the Board.

Over the course of the next several days, Company management and Mr. Rice considered the engagement of several financial advisors to meet with the Board to discuss a potential market check process and determined to introduce representatives of BofA Securities to the Board following a meeting between representatives of BofA Securities and Company management where representatives of BofA Securities noted that significant time and attention would be dedicated to the potential engagement by its senior leadership team with significant experience in the energy and infrastructure spaces.

On June 30, 2022, during a call between members of Company management and representatives of Parent to discuss matters relating to the Mavrix Joint Venture, representatives of Parent asked, and Company management answered, a number of questions relating to the Company’s business generally and the Company’s funding obligations relating to the Lightning Joint Venture.

That same day, the Board met with members of Company management and representatives of Kirkland in attendance and, for a portion of such meeting, representatives of BofA Securities in attendance to interview representatives of BofA Securities as a potential financial advisor to the Board. During its meeting with the Board, BofA Securities highlighted its experience in the energy and infrastructure industries as well as its ability to connect with senior members of various potential strategic and financial parties that might be interested in a strategic transaction with the Company. Following such meeting, the Board, having considered BofA Securities’ credentials, expertise and experience, determined to retain BofA Securities to act as financial advisor to the Board in connection with the Board’s review of strategic alternatives. The Board also discussed potential next steps, including the need for the Company to prepare financial forecasts in order for BofA Securities to perform a financial analysis of the Company, and directed Company management to prepare such financial forecasts.

Over the course of the next several weeks, Company management developed financial forecasts as previously directed by the Board in order to permit BofA Securities to present the Board with a preliminary financial analysis and also to assist in the Board’s consideration of whether a market check might be warranted.

On July 13, 2022, representatives of Parent had a call with a member of the Company’s management to discuss Parent’s questions regarding the Company’s financial metrics and ownership structure.

On July 24, 2022, the Board met with members of Company management and representatives of each of Kirkland and BofA Securities in attendance to review the financial forecast prepared by Company management, to review BofA Securities’ preliminary financial analysis and to discuss potential bidders that would most likely be interested in a potential acquisition of the Company. During the meeting, the Board reviewed the financial forecast prepared by the Company’s management at the direction of the Board (the “July Forecasts,” as described further in the section entitled “— Certain Financial Forecasts”) and engaged in a discussion regarding the key assumptions and other factors underlying such financial forecasts. Representatives of BofA Securities also reviewed BofA Securities’ preliminary financial analysis based on the July Forecasts and provided an overview of conditions in the debt and equity markets and mergers and acquisitions market. The Board also discussed with Company management and

advisors the potential bidders, both financial and strategic, including the parties noted above, that would likely have both the interest and financial capacity to engage in a potential acquisition of the Company, as well as the risks and benefits of reaching out to multiple bidders and potential impediments or challenges associated with such parties pursuing a potential acquisition of the Company. Following discussion by the Board highlighting the benefits and risks of assessing the Company’s valuation in a potential sale through the engagement with a targeted group of potential buyers, the Board directed Company management to begin, with the assistance of BofA Securities, exploring a process for a potential sale with a targeted group of financial parties and strategic parties and to report back to the Board with a process timeline and suggested potential financial and strategic bidders to involve in such a process.

On July 26, 2022, the Company signed an engagement letter with BofA Securities.

On July 28, 2022, representatives of Parent had a call with a member of the Company’s management. During the call, representatives of Parent informed the Company that Parent was considering submitting a preliminary non-binding proposal for the acquisition of the Company, and representatives of the Company informed representatives of Parent that the Company had retained BofA Securities to act as financial advisor to the Board and that representatives of BofA Securities would reach out to Parent to discuss next steps, if the Board determined such actions appropriate.

On August 2, 2022, the Board met at a regularly scheduled meeting with members of Company management and representatives of each of Kirkland and BofA Securities in attendance to further discuss considerations relating to conducting a market check and to refine a list of potential bidders to involve in such a market check. The Board specifically discussed the pros and cons of running a targeted market check and considered a number of factors in determining the scope of a potential market check process, including (i) the business risk associated with involving strategic buyers and potential disclosure of confidential information to industry participants, (ii) the risk of leaks and the potential benefits and drawbacks associated with contacting more potential bidders versus fewer, (iii) the potential for increased management distraction and (iv) the fact that certain parties had already expressed an interest in the Company. Representatives of BofA Securities expressed their views that, if the Board were to explore a potential sale, it would be beneficial to commence discussions with a targeted group of both potential financial buyers as well as potential strategic buyers as the two types of bidders have different strategic and market objectives that would help create competition in a sale process. In this context, the Board discussed with the Company’s management and advisors the identities of parties which would likely be interested in pursuing a strategic transaction with the Company, including those that had already expressed an interest in various types of transactions with the Company. Following discussions highlighting the benefits and risks of assessing the Company’s valuation in a potential sale through the engagement with a targeted group of potential buyers in a targeted market check, the Board directed members of Company management, together with representatives of BofA Securities, to (i) begin conducting a targeted market check involving parties that had previously expressed interest in the Company and certain additional strategic and financial parties and (ii) facilitate such parties’ due diligence of the Company, subject to such parties entering into suitable confidentiality agreements.

On August 3, 2022, after being contacted by representatives of BofA Securities, representatives of Parent called Mr. Rice to inform Mr. Rice that Parent was considering imminently submitting a proposal to acquire the Company, independent of the process being run by BofA Securities. Mr. Rice encouraged representatives of Parent to participate in the process being run by BofA Securities.

During the beginning of August, at the request of the Board, representatives of BofA Securities contacted five financial parties selected by the Board, including Party A, Party B, and the parties referred to herein as “Party D”, “Party E”, “Party F”, and three strategic parties selected by the Board, including Parent and parties referred to herein “Party G” and “Party H”, and provided draft confidentiality agreements prepared by Kirkland to such parties. Two of the parties, Party F and Party H, informed BofA Securities that they did not wish to participate in the potential sale process and did not execute a confidentiality agreement. Party C and one additional financial party, referred to herein as “Party I”, expressed an unsolicited interest in participating in the market check and were subsequently included in the process at the direction of the Board. Party C and Party I were not included in the initial targeted list of potential buyers selected by the Board on August 2, 2022 as such parties had not previously demonstrated any interest in a potential acquisition of the Company. BofA Securities provided draft confidentiality agreements prepared by Kirkland to these two additional parties. The Company ultimately entered into confidentiality agreements with seven parties, including Party A, Party B, Party C, Party D, Party E, Party G and Parent. These

confidentiality agreements contained customary “standstill” provisions that would automatically terminate upon the entry by the Company into a definitive acquisition agreement with a third party. The Company and BofA Securities also granted access to a virtual data room containing due diligence information relating to the Company to each of the seven parties that entered into a confidentiality agreement with the Company.

In August and early September, members of Company management held management presentations with each of the seven parties that had executed a confidentiality agreement. From the beginning of August until the execution of the merger agreement on October 16, 2022 (or, if earlier, the date on which a party engaged in the potential sale process ceased to pursue a potential transaction), each of the potential buyer parties conducted due diligence that included some combination of access to a virtual data room, receipt of a confidential information memorandum, review of additional documentary materials, virtual and in-person diligence sessions (including site visits) and other customary due diligence.

During the last two weeks of August and at the direction of the Board, an instruction letter requesting initial non-binding indications of interest by September 1, 2022 with respect to a transaction was provided by BofA Securities to the seven parties that had entered into confidentiality agreements with the Company by such date.

On August 24, 2022 and at the request of Parent, Nick Stork, Chief Executive Officer of the Company and member of the Board, and Mr. Rice met with representatives of Parent for dinner, during which they discussed Parent’s operations and strategic rationale for a potential transaction. No financial or other material terms of any potential transaction with the Company were discussed, and no post-closing employment or compensation with respect to Mr. Stork or any other members of management were discussed.

On August 30, 2022, Parent delivered to BofA Securities a letter setting forth a preliminary, non-binding proposal to acquire the Company for $24.00 in cash per share. In the letter, Parent indicated that its offer was subject to completion of diligence and Republic delivering a waiver of certain of Republic’s rights under the joint venture agreements relating to the Lightning Joint Venture prior to signing of any merger agreement. In addition, Parent indicated that it expected that it would receive customary voting and support agreements signed by principal insider stockholders of the Company.

On September 1, 2022, Party B delivered to BofA Securities a letter setting forth a preliminary, non-binding proposal to acquire the Company for $23.75 in cash per share. In the letter, Party B indicated that its offer was subject to completion of diligence. The letter did not include a requirement for Republic to deliver a waiver.

On September 2, 2022, Party C delivered to BofA Securities a letter setting forth a preliminary, non-binding proposal to acquire the Company for $18.00 in cash per share. In the letter, Party C indicated that its offer was subject to completion of diligence. The letter did not include a requirement for Republic to deliver a waiver.

On September 5, 2022, as instructed by the Company and in response to an inquiry from representatives of Parent, representatives of BofA Securities notified the representatives of Morgan Stanley, Parent’s financial advisor, that Parent will likely be advanced to participate in the second round of the process, subject to the Board’s final determination, but encouraged Parent to improve their proposed price in order to be more competitive.

On September 8, 2022, representatives of Party D informed representatives of BofA Securities that Party D was no longer interested in a potential transaction and would cease to participate in the potential sale process.

On September 9, 2022, Party A delivered to BofA Securities a letter setting forth a preliminary, non-binding proposal to acquire the Company for $22.50 in cash per share. In the letter, Party A indicated that its offer was subject to completion of diligence and Republic delivering a waiver of certain of Republic’s rights under the joint venture agreements relating to the Lightning Joint Venture prior to signing of any merger agreement.

On September 9, 2022, representatives of Party E informed representatives of BofA Securities that Party E was no longer interested in a potential transaction and would cease to participate in the potential sale process.

On September 10, the Board held a meeting with members of the Company’s management and representatives of each of BofA Securities and Kirkland in attendance to review the preliminary proposals received to date and discuss next steps in the process. At the meeting, representatives of BofA Securities reviewed with the Board the

status of the process, including the parties that had dropped out of consideration and the preliminary proposals received from Parent, Party B, Party C and Party A. The presentation to the Board included considerations relating to the fact that each of Parent and Party A requested that Republic deliver certain waivers under its joint venture agreements relating to the Lightning Joint Venture. The Board considered a number of factors, including (i) that Party A had missed the deadline for submission of preliminary proposals, (ii) that Party B had the highest level of due diligence activity among the bidders, (iii) Company management’s and BofA Securities’ belief that there was a low likelihood that Party G would be prepared to submit a definitive proposal on a timely basis, (iv) Party C’s preliminary proposal of $18.00 in cash per share was significantly lower than the other preliminary proposals, (v) Parent was the only strategic bidder to submit a preliminarily proposal and the potential benefits of including another strategic bidder in the process and (vi) Party I has been unable to execute a confidentiality agreement. Following these discussions and deliberations, the Board directed BofA Securities to terminate discussions with Party C and Party I, solicit improved definitive proposals with respect to a transaction from each of Parent, Party A and Party B and encourage Party G to submit a proposal with respect to a transaction in order to generate additional interest from another strategic bidder.

Next, representatives of Kirkland reviewed with the Board a summary of two draft merger agreements (one for financial bidders, and another for strategic bidders) prepared by Kirkland that contemplated, among other things, a “company termination fee” equal to 2.5% of the transaction equity value payable by the Company in the event the merger agreement was terminated under certain circumstances and customary “no shop” provisions and a “hell or high water” regulatory commitment by the buyer to obtain the required regulatory approvals to close the transaction. Following such review, the Board directed members of Company management and Kirkland to finalize the draft merger agreement and BofA Securities to provide the draft merger agreement to the bidders still participating in the process.

Following the meeting and over the following days, representatives of the Company and/or BofA Securities contacted (i) representatives of each of Party C and Party I to inform such party that the Company was terminating discussions with such party, (ii) representatives of each of Parent, Party A and Party B to encourage such party to submit improved definitive proposals with respect to a transaction and increase its bid price, noting that there was a small number of other bidders, that the range of bid prices was tight, and that each such party should increase its bid price in order to be more competitive and (iii) representatives of Party G to encourage such party to submit a proposal with respect to a transaction.

Over the course of August and September 2022, as instructed by the Board, representatives of BofA Securities made available in the virtual data room incremental refinements and updates to the July Forecasts prepared by the Company’s management at the direction of the Board in order to reflect more current information and expectations regarding, among other things, (i) contracted portfolio assumptions, (ii) royalty payment assumptions, (iii) certain joint venture project assumptions, (iv) amortization payment schedules for the Company’s indebtedness and (v) completion of delivery dates for certain projects and end dates for certain gas rights agreements. The final updated financial forecasts made available in the virtual data room on or around September 14, 2022 (the “September Forecasts”) are described further in the section entitled “— Certain Financial Forecasts”).

On September 15, 2022, as instructed by the Board, representatives of Kirkland provided two draft merger agreements (one for financial bidders, and another for strategic bidders) to BofA Securities, which were subsequently uploaded to the virtual data room and made available to each of Parent, Party A, Party B and Party G.

On September 20, 2022, as instructed by the Board, representatives of BofA Securities delivered to Parent, Party A, Party B and Party G an instruction letter requesting definitive proposals by October 5, 2022 and markups of the draft merger agreement by September 28, 2022. As of the date of this proxy statement, no proposal was submitted to the Company by Party G.

On September 21, 2022, Parent submitted an updated non-binding proposal letter to acquire the Company at a price of $27.00 per share in cash, a mark-up of the draft merger agreement and a draft exclusivity agreement. In the proposal letter, Parent expressed a desire to negotiate and ultimately announce a transaction before the stated October 5th, 2022 bid deadline, requested exclusivity, and indicated that its proposal was subject to the completion of diligence, Republic delivering the previously contemplated waiver and that certain principal insider stockholders deliver customary voting and support agreements. The markup of the draft merger agreement proposed, among other things, a company termination fee equal to 3.5% of the transaction equity value, and provided that Parent would not

be required to make any divestitures or commit to any conduct remedies to obtain regulatory approvals to close the transaction, but would be willing to pay a reciprocal “reverse termination fee” of 3.5% of the transaction equity value if certain specified regulatory-related closing conditions were not met.

On September 22, 2022, Mr. Rice and representatives of Parent had a call to discuss Parent’s updated proposal, including the Company’s approach to regulatory matters, initial views on Parent’s request for a waiver from Republic, Parent’s request for exclusivity, Parent’s proposed termination fees and Parent’s desired timing to announce and consummate a potential transaction. Mr. Rice informed representatives of Parent that, because of the many key open issues, it was unlikely the Board would agree to grant exclusivity at that time.

On September 23, 2022, Mr. Rice and representatives of Parent had a call to discuss strategy with respect to approaching Republic with respect to a waiver of certain of their rights under the joint venture agreements relating to the Lightning Joint Venture. On the same day, representatives of Freshfields Bruckhaus Deringer LLP (“Freshfields”), legal counsel to Parent, provided a draft of the Republic waiver to representatives of Kirkland.

On September 24 and September 25, 2022, Mr. Rice provided updates to the other directors with respect to, and further discussed, Parent’s updated proposal. The Board was supportive of the Company and its advisors negotiating the terms of the draft merger agreement with Parent and its advisors, and not engaging with Parent’s request for exclusivity.

Also on September 24, representatives of Kirkland conveyed to representatives of Freshfields the Company’s proposal on certain key issues in the merger agreement, including that Parent would be required to use general reasonable best efforts to obtain regulatory approvals required to close the transaction (without an express commitment with respect to divestitures and conduct remedies) and to pay a reverse termination fee of 15% of the transaction equity value if certain specified regulatory-related closing conditions were not met. Kirkland also proposed a bifurcated company termination fee equal to (i) 0.50% of the transaction equity value in the case of a competing transaction with a bidder who participated in the Company’s outreach process and (ii) 2.75% of the transaction equity value in the case of an interloper who was not part of the Company’s outreach process.

Later in the evening on September 24, 2022, representatives of Kirkland sent to representatives of Freshfields a revised draft of the merger agreement and Mr. Rice and representatives of Parent had a call to discuss open issues relating to the merger agreement.

On September 25, 2022, at the request of Parent, Messrs. Stork and Rice met with representatives of Parent for dinner, during which the parties discussed Parent’s strategic rationale for a potential transaction and the Company’s business. No post-closing employment or compensation with respect to Mr. Stork or any other members of management were discussed.

On September 27, 2022, representatives of Party B informed representatives of BofA Securities that Party B was no longer interested in a potential transaction as a result of volatility in financing markets and its belief that it would be unable to provide a higher offer price than the $23.75 per share price set forth in its preliminary, non-binding proposal delivered on September 1, 2022, and Party B would cease to participate in the potential sale process.

Also on the same day, representatives of Freshfields and Kirkland held various calls to discuss the merger agreement. Over the course of the day, representatives of Freshfields provided to representatives of Kirkland a proposal on certain open merger agreement issues and proposed processes for finalizing various related documentation. Among other things, representatives of Freshfields, on behalf of Parent, proposed (i) a company termination fee of 4.00% of the transaction equity value (regardless of whether an interloper had been part of the Company’s process) and (ii) a reverse termination fee of 8.50% of the transaction equity value, provided that Parent would have no obligations to make divestitures or commit to conduct remedies to secure regulatory approvals for the transaction.

Later on the same day, the Board met with members of Company management and representatives of each of Kirkland and BofA Securities present. During the meeting, representatives of BofA Securities provided the Board with an update on the process, including that Party B had withdrawn from the process for the reasons described

above and that Party A would not be able to submit a revised proposal until October 7, 2022 due to the need for additional time to obtain investment committee approval. The Board then reviewed the relationship disclosure letter provided by BofA Securities. This letter detailed BofA Securities’ interests in and relationships with the remaining bidders. Next, representatives of BofA Securities reviewed with the Board its updated preliminary financial analysis based on the September Forecasts. The Company’s advisors also reviewed with the Board the terms of Parent’s updated proposal, including Parent’s desire to negotiate and ultimately announce a transaction before the stated October 5th, 2022 bid deadline, Parent’s request for a Republic waiver as a condition to signing of the merger agreement and remaining key open issues relating to the draft merger agreement. The Board considered with Company management and advisors whether to facilitate discussions between Parent and Republic relating to the Republic waiver, taking into account (i) the fact that Party B had withdrawn from the process, (ii) the fact that Party A had indicated it would be delayed in submitting a definitive proposal for the reason stated above, (iii) the fact that Parent’s $27.00 per share offer price is meaningfully higher than the offer price set forth in any other indication of interest delivered to date and (iv) the fact that Parent indicated a desire to complete diligence and announce a transaction in the near future. Following these discussions and deliberations, the Board instructed Company management and the Company’s advisors to continue engaging with Parent and facilitate discussions between Parent and Republic relating to a waiver given the strength of Parent’s bid.

In the evening on September 27, 2022, a representative of Parent had a call with Mr. Rice to discuss certain of the key points in the merger agreement. Among other things, the parties discussed (i) a company termination fee of 3.50% of the transaction equity value (regardless of whether an interloper had been part of the Company’s process) and (ii) a reverse termination fee of 10.00% of the transaction equity value, provided that Parent would have no obligations to make divestitures or commit to conduct remedies to secure regulatory approvals for the transaction.

Early on September 28, 2022, representatives of Freshfields sent representatives of Kirkland a revised draft of the merger agreement, providing for, among other things, the company termination fee and reverse termination fee previously discussed by the Company and Parent.

Throughout the end of September 2022 until the signing of the merger agreement, the Company, with the assistance of BofA Securities and Kirkland, continued discussions with Parent and its representatives and advisors and discussed the proposed terms of the merger agreement and other transactions documents, including, among other things, the interim operating covenants, treatment of equity awards and scope of the representations and warranties.

On September 29, 2022 and consistent with the direction of the Board, Mr. Rice called a representative of Republic to inform him that the Company was in discussions with Parent regarding a potential sale transaction and the importance of Republic’s support of the potential sale transaction. Thereafter, representatives of Parent, with the assistance of members of Company management and representatives of each of Freshfields, Kirkland and BofA Securities, continued discussions with representatives of Republic in relation to the terms between Parent and Republic for the Republic waiver and the documentation thereof.

On October 3, 2022, the Board met with members of Company management and representatives of each of Kirkland and BofA Securities present. During the meeting, representatives of BofA Securities noted that Party A remained engaged and was continuing its diligence. Representatives of Kirkland and members of Company management provided the Board with an update on negotiations of the draft merger agreement and the status of discussions relating to the Republic waiver. Additionally, the Board discussed a request by Parent to begin negotiating voting agreements between Parent and certain stockholders of the Company to support the transactions contemplated by the merger agreement. After discussion of the expected terms of such voting agreement, the Board directed Kirkland to inform Parent and its legal advisors that Parent and its legal advisors had the Board’s approval to begin negotiations of such voting agreements with the applicable stockholders.

Between October 4, 2022, and signing of the merger agreement, representatives of Kirkland, Freshfields and the stockholders to be party to the Voting Agreement exchanged drafts of the voting agreement and other related transaction documents (including drafts of the Warrant Agreement Amendment, Opco LLC Agreement Amendment and the Unitholder Representative Engagement Letter and spoke by telephone and corresponded by email to discuss those drafts.

On October 5, 2022, the Company received an unsolicited non-binding expression of interest from a financial party, referred to herein as “Party J”, to acquire the Company at a price of $23.50 to $28.50 per share in cash. The letter stated that its proposal was subject to confirmatory diligence, and that Party J could complete its due diligence in six weeks.

On the same day, as instructed by the Board, a representative of BofA contacted a representative of Parent to urge Parent to expedite progress on obtaining the waiver from Republic and finalizing the definitive documentation for the merger and indicated that the price in Parent’s most recent proposal may still need to be increased for Parent to prevail.

On October 6, 2022, representatives of counsel to Party A contacted Mr. Rice and representatives of Kirkland to inform Mr. Rice and Kirkland that Party A would be providing a markup of the merger agreement later the same day or the following day.

Later on the same day, representatives of Freshfields separately called representatives of each of Jones Day, management’s separate counsel, and Kirkland to convey Parent’s requirement that each of Mr. Stork, Richard Walton and Brian McCarthy would execute employment offer letters with Parent concurrently with signing of the merger agreement.

On October 7, 2022, representatives of Party A submitted to representatives of BofA Securities a definitive proposal for $19.50 per share, along with markup of merger agreement. On the same day, representatives of Parent and representatives of the Company discussed several issues relating to the merger agreement, including with respect to interim operating covenants.

Later on October 7, 2022, the Board met with members of Company management and representatives of each of Kirkland and BofA Securities present to review Party A’s definitive proposal and Party J’s preliminary expression of interest and to discuss considerations relating to Parent’s request to discuss employment offer letters with members of Company management. First, representatives of BofA Securities reviewed with the Board Party A’s definitive proposal to acquire the Company for $19.50 per share in cash, expressing its views that Party A, as a financial buyer, is unlikely to be able to significantly increase its offer price given conditions in the financing markets. Representatives of BofA Securities also reviewed with the Board Party J’s preliminary non-binding expression of interest, noting that Party J indicated that it would require six weeks to complete its due diligence and that Party J has not yet been provided any non-public due diligence information. The Board also discussed and considered with Company management and its advisors the likelihood that any definitive offer by Party J following completion of due diligence would be meaningfully differentiated from the offers provided by the other financial parties, Party A and Party B, given that Party J likely faced the same financing concerns expressed by such other financial parties. Next, members of Company management provided an update on discussions between Parent and Republic relating to the Republic waiver, noting that discussions were ongoing. Lastly, representatives of Kirkland recounted Parent’s request for employment discussions with certain members of Company management and Parent’s requirement that certain members of Company management execute employment offer letters concurrently with the execution of the merger agreement. Following these discussions and deliberations, the Board determined that Company management and advisors should (i) contact Party J to determine its ability to complete its diligence and announce a potential transaction on an expedited basis, (ii) continue negotiating the terms of the draft merger agreement with representatives of Parent and its advisors and (iii) encourage Parent to finalize the waiver with Republic. The Board determined that it would meet to further discuss Parent’s request to discuss employment offer letters with Company management at a later date after Republic and Parent reach agreement as to the terms of a Republic waiver and directed Company management not to engage in any discussions relating to future employment with Parent until authorized by the Board.

On October 8, 2022, as instructed by the Board, representatives of BofA Securities contacted representatives of Party J to determine its ability to complete its diligence and announce a transaction on an accelerated basis. The parties discussed considerations relating to Party J’s expected due diligence timeline, and representatives of Party J informed representatives of BofA Securities that Party J would require at least four weeks to announce a transaction.

On October 11, 2022, representatives of Parent contacted Mr. Rice to convey that Parent was lowering its offer to $25.00 per share in cash based on variances in Parent’s modeled cost structure for the Company relative to Parent’s findings during due diligence on the Company.

Later on the same day, the Board met with members of Company management and representatives of each of Kirkland and BofA Securities present to discuss the status of Republic discussions and next steps relating to Parent’s revised proposal on deal price. Members of Company management reported to the Board that representatives of Republic had indicated that Republic would support a transaction with Parent and the documentation for Parent’s requested waiver was being finalized between Republic and Parent. Representatives of BofA Securities also recounted to the Board their discussions with representatives of Party J held on October 8, 2022 and described above. Next, the Board considered with Company management and advisors potential responses to Parent lowering the per share value of its bid. The Board considered with Company management and advisors (i) whether Parent’s rationale for the decrease was compelling and (ii) the effectiveness of a range of potential responses to Parent, including rejecting the lowered amount and terminating discussions with Parent, engaging with Parent to negotiate their new price upwards and accepting the lowered amount. In considering the response to Parent with respect to the revised price, the Board discussed the advanced state of negotiations and documentation with Parent, the uncertainty around the price offered by other competing bidders, the significant work still necessary for other competing bidders to be ready to enter into a definitive agreement with respect to a transaction and the fact that engaging Republic with other bidders would create additional process challenges. Following these discussions and deliberations, the Board directed Mr. Rice to explore with Parent the potential for Parent to increase its price above $25.00 per share.

On October 12, 2022, Mr. Rice contacted a representative of Parent to convey that a price above $25.00 per share would be necessary for the Board to consider a potential transaction and encouraged representatives of Parent to increase Parent’s offer price to a price of $26.00 per share. The representative of Parent indicated that Parent would consider whether Parent could meet the requested increase to $26.00 per share.

On October 13, 2022, representatives of Parent contacted Mr. Rice to indicate that, provided that the terms of the merger agreement would largely reflect the most recently conveyed positions of Parent, Parent would be willing to agree to a purchase price of $26.00 per share. Mr. Rice agreed to communicate Parent’s $26.00 per share position to the Board and pending such Board discussion, discuss further with Parent.

Later on the same day, the Board met with members of Company management and representatives of each of Kirkland and BofA Securities in attendance. Mr. Rice provided the Board with an update on process and price. The Board discussed with Company management and advisors that relative to the other competing bids and based on the analysis provided by BofA Securities, the revised offer from Parent was the most attractive alternative, and the Board determined that the Company should move forward with Parent’s increased offer of $26.00 per share in cash. Representatives of Kirkland then reviewed with the Board the key terms of the draft merger agreement. Having decided to proceed with the revised price from Parent, the Board discussed whether it was then the appropriate time to authorize certain members of Company management to engage with Parent’s requirement that such members of management execute employment offer letters concurrently with the execution of the merger agreement. After discussion with such members of management, including with respect to the use of management’s separate counsel at Jones Day to negotiate such arrangements on management’s behalf and management’s comfort with the negotiation timeline, the Board authorized management to engage with Parent and negotiate and finalize the terms of their employment offer letters with Parent.

On October 13, 2022, with the authorization of the Board, Mr. Stork had dinner with representatives of Parent. During the dinner, the parties discussed how the Company would fit operationally in Parent’s structure, assuming agreement with respect to a transaction were to be reached.

On October 14, 2022, representatives of Parent contacted each of Messrs. Stork, Walton and McCarthy to discuss the proposed employment offers and to verbally convey Parent’s compensation proposal.

Between October 14, 2022 and October 16, 2022, representatives of each of Parent and management, including management’s counsel at Jones Day, exchanged drafts of employment offer letters, had several phone calls and corresponded by email to discuss those drafts.

During the evening of October 16, 2022, representatives of each of Parent and Company management finalized the key terms of the employment offer letters. The Board then met with members of Company management and representatives of each of BofA Securities and Kirkland in attendance. Representatives of Kirkland reviewed with the directors their fiduciary duties. Mr. Rice confirmed to the Board that the Republic waiver and the key terms of the employment offer letters, which were customary and typical, were in final form. Representatives of Kirkland then provided the Board with an update on the terms of the draft merger agreement. The Board then

reviewed the relationship disclosure letter provided by BofA Securities and concluded that none of information provided by BofA Securities would impact the ability of BofA Securities to act as financial advisor to the Company. At the request of the Board, representatives of BofA Securities reviewed with the Board its financial analysis of the merger consideration and delivered to the Board an oral opinion, which was subsequently confirmed by delivery of a written opinion, dated as of October 16, 2022, to the effect that, as of the date of the written opinion and based upon and subject to the various assumptions and limitations set forth therein, the merger consideration to be received by holders of Company Class A Common Stock (other than Owned Company Shares) was fair, from a financial point of view, to such holders. Following further discussion of potential factors in favor of and against the potential transaction, the Board unanimously (i) determined that it was in the best interests of the Company and its stockholders, and declared it advisable, to enter into the Merger Agreement and consummate the Transactions upon the terms and subject to the conditions set forth in the Merger Agreement and the Voting Agreement, the Warrant Agreement Amendment, the Opco LLC Agreement Amendment and the Unitholder Representative Engagement Letter; (ii) approved the execution and delivery of the merger agreement by the Company and OpCo, the performance by the Company and OpCo of their covenants and other obligations under the Merger Agreement, and the consummation of the Transactions upon the terms and conditions set forth herein and in the Voting Agreement, the Warrant Agreement Amendment, the Opco LLC Agreement Amendment and the Unitholder Representative Engagement Letter; (iii) determined that the Voting Agreement and the Warrant Agreement Amendment are advisable and in the best interests of the Company and its stockholders and approved the Voting Agreement and Warrant Agreement Amendment so that the restrictions on business combinations set forth in Section 203 of the DGCL and any other similar laws are not applicable to the merger agreement; (iv) approved the Opco LLC Agreement Amendment and the Unitholder Representative Engagement Letter; (v) resolved to recommend that the Company stockholders adopt the Merger Agreement in accordance with the DGCL; and (vi) directed that the adoption of the Merger Agreement be submitted for consideration by the Company stockholders at a meeting thereof and approved the inclusion of the board recommendation in this Proxy Statement.

Later that evening, Republic, the Company and Parent executed and delivered the documentation providing for the waiver of Republic’s change in control rights that would have otherwise been triggered by the closing of the Merger Agreement with Parent. Thereafter, the parties executed the Merger Agreement, Voting Agreement, Conditional Offer Letters and other transaction documents.

Early on October 17, 2022, Parent and the Company each issued press releases announcing the transaction.

Reasons for the Merger; Recommendation of the Archaea Board

The Board carefully reviewed and considered the proposed Merger in consultation with the Company’s management and legal and financial advisors. The Board unanimously: (i) determined that it was in the best interests of the Company and its stockholders, and declared it advisable, to enter into the Merger Agreement and consummate the Transactions upon the terms and subject to the conditions set forth in the Merger Agreement, the Voting Agreement, the Warrant Agreement Amendment, the Opco LLC Agreement Amendment and the Unitholder Representative Engagement Letter; (ii) approved the execution and delivery of the Merger Agreement by the Company and Opco, the performance by the Company and Opco of their covenants and other obligations under the Merger Agreement, and the consummation of the Transactions upon the terms and conditions set forth therein and in the Voting Agreement, the Warrant Agreement Amendment, the Opco LLC Agreement Amendment and the Unitholder Representative Engagement Letter; (iii) determined that the Voting Agreement and the Warrant Agreement Amendment are advisable and in the best interests of the Company and its stockholders and approved the Voting Agreement and Warrant Agreement Amendment so that the restrictions on business combinations set forth in Section 203 of the DGCL and any other similar laws are not applicable to the Merger Agreement; (iv) approved the Opco LLC Agreement Amendment and the Unitholder Representative Engagement Letter; (v) resolved to recommend that the Company’s stockholders adopt the Merger Agreement in accordance with the DGCL; and (vi) directed that the adoption of the Merger Agreement be submitted for consideration by the Company’s stockholders at a meeting thereof and approved the inclusion of such Board recommendation in this proxy statement. Accordingly, the Board recommends that stockholders vote “FOR” adoption of the Merger Agreement at the Special Meeting.

In reaching their decision to approve the Merger Agreement, and to recommend that the Company’s stockholders adopt the Merger Agreement, the Board considered the following positive reasons to support the Merger Agreement:

•        the fact that the price of $26.00 per share in cash payable in the Merger provides certainty, immediate value and liquidity to the Company’s stockholders;

•        the historical market prices, volatility and trading information with respect to shares of Class A common stock, including the fact that the $26.00 per share to be received by the Company’s stockholders in the Merger represents:

•        a premium of approximately 54% over the closing price per share of Class A common stock as of October 14, 2022, the last full trading day prior to the announcement of the Merger;

•        a premium of approximately 38% over the volume weighted average price per share of Class A common stock for the 30 trading days ending October 14, 2022, the last full trading day prior to the announcement of the Merger;

•        a premium of approximately 40% over the volume weighted average price per share of Class A common stock for the 60 trading days ending October 14, 2022, the last full trading day prior to the announcement of the Merger; and

•        a premium of approximately 47% over the volume weighted average price per share of Class A common stock for the 90 trading days ending October 14, 2022, the last full trading day prior to the announcement of the Merger.

•        the belief that the $26.00 per share in cash payable in the Merger was more favorable to the Company’s stockholders on a risk-adjusted basis than the potential value that might result from other alternatives reasonably available to the Company, based upon the directors’ extensive knowledge of the Company’s business, assets, financial condition and results of operations, the challenges to raising development financing in the current macro-economic market, the Company’s historical and projected financial performance, and market dynamics, and the belief that the Merger represented an attractive and comparatively certain value for the Company’s stockholders relative to the risk-adjusted prospects for the Company on a standalone basis;

•        the belief that the potential values, benefits, risks and uncertainties facing the Company’s stockholders associated with possible strategic alternatives to the Merger (including scenarios involving the possibility of remaining a standalone publicly traded company and other strategic alternatives that might be pursued as a standalone public company) were less favorable to the Company’s stockholders, taking into account the timing, risks and likelihood of accomplishing such alternatives, and further taking into account the Board’s belief that there were likely no other potential purchasers that would be reasonably likely to engage in a transaction in the near term at a price greater than the price being offered by Parent;

•        the current and prospective business, financial condition, results of operations, strategic options and prospects, the risks and challenges associated with (including the need for additional financing), and the likely effect of these factors on the Company and the execution of the Company’s plans as a standalone public company;

•        the process conducted by the Company, with the assistance of its advisors, to review other potential strategic alternatives and, in connection therewith, the engagement with numerous counterparties regarding their interest in a potential acquisition of the Company;

•        the fact that certain stockholders of the Company, collectively holding approximately 27% of the outstanding shares of common stock entitled to vote at the Special Meeting, and who will receive the same consideration as the Company’s other stockholders, are supportive of the Transactions and were willing to execute a voting agreement in support of the Transactions;

•        the business reputation, experience, expertise and capabilities of Parent, and its strong track record of involvement with capital intensive projects in the energy industry, including with respect to renewable energy projects and the Board’s view that a combination with Parent will enable the business to realize its full potential, given that Parent is a world class partner with operational history in the RNG value chain;

•        that the merger consideration to be paid by Parent was the result of arms’-length negotiations between the parties and their respective advisors and followed a competitive bid process, which included a price increase of (i) $2.00 per share from the $24.00 per share included in the non-binding indication of interest submitted by Parent on August 30, 2022 and (ii) $1.00 per share from the $25.00 per share communicated by Parent on October 11, 2022, and the Board’s belief, after concluding the competitive bid process and extensive discussions with Parent, that the merger consideration of $26.00 per share represented the best price reasonably available for the Company and which Parent was willing to pay;

•        the fact that the Board conducted a competitive, multi-round process, involving 11 potential buyers, bringing seven under confidentiality agreements, and ultimately receiving five indications of interest;

•        the belief that, if the Company did not enter into the Merger Agreement with Parent, there could be a considerable period of time before the trading price per share of the Company’s Class A common stock would reach and sustain the per share merger consideration of $26.00, as adjusted for present value (even assuming full realization of the management projections);

•        the oral opinion of BofA Securities, which was subsequently confirmed by delivery of a written opinion dated October 16, 2022, to the effect that, as of October 16, 2022, and based upon and subject to the various assumptions and limitations set forth therein, the per share consideration of $26.00 to be received by holders of Class A common stock (other than Owned Company Shares) pursuant to the Merger Agreement was fair from a financial point of view to such holders, as more fully described under the section of this proxy statement titled “— Opinion of Company’s Financial Advisor,” which full text of the written opinion of BofA Securities is attached as Annex B to this proxy statement and is incorporated by reference in this proxy statement in its entirety;

•        the high degree of certainty that the Merger would close in a timely manner in light of the conditions and other terms set forth in the Merger Agreement, and the requirement that the parties use their respective reasonable best efforts to complete the transactions contemplated by the Merger Agreement, including (subject to the terms and conditions set forth in the Merger Agreement) to obtain all necessary governmental approvals as promptly as reasonably practicable;

•        the conditions to closing contained in the Merger Agreement, which are limited in number and scope, and which, in the case of the condition related to the accuracy of the Company’s representations and warranties, is generally subject to a Company Material Adverse Effect (as defined in the section of this proxy statement titled “The Merger Agreement — Representations and Warranties”) qualification;

•        the fact that the definition of Company Material Adverse Effect has a number of customary exceptions and is generally a very high standard applied by courts;

•        the ability of the Board to furnish information to, and conduct negotiations with, third parties in certain circumstances, and to terminate the Merger Agreement to accept a superior proposal upon payment of a termination fee of $114.5 million (which the Board believed was reasonable under the circumstances);

•        the termination fee of $327.2 million that may be owed by Parent to the Company in connection with the termination of the Merger Agreement under specified regulatory related circumstances (which the Board believed was reasonable under the circumstances);

•        the end date of July 16, 2023 (subject to extension under certain circumstances), which is expected to allow for sufficient time to complete the Merger;

•        the availability of statutory appraisal rights to the Company’s stockholders who do not vote in favor of the adoption of the Merger Agreement and otherwise comply with all required procedures under the DGCL;

•        the fact that the Merger Agreement was approved by the Board, which is comprised of a majority of independent directors who are not employees of the Company or any of its subsidiaries, and which received advice from the Company’s outside financial and legal advisors in evaluating, negotiating and recommending the terms of the Merger Agreement;

•        the fact that the consideration and negotiation of the Merger Agreement was conducted through extensive arm’s-length negotiations;

•        the fact that the Merger is not subject to a financing condition and that the Parent Entities have represented that the Parent Entities will, as of the closing of the Merger, have available sufficient funds sufficient to pay the amounts required to be paid under the Merger Agreement;

•        the Company’s rights to specific performance under the terms of the Merger Agreement; and

•        the likelihood that the Merger would be consummated, in light of the experience, reputation and financial capabilities of Parent.

In the course of its deliberations, the Board also considered, among other things, the following potentially negative factors:

•        the fact that the Company’s stockholders will not participate in any future growth potential or benefit from any future increase in the value of the Company as a subsidiary of Parent following completion of the Merger;

•        the possibility that all conditions to the Merger will not be timely satisfied or waived and that the Merger will not be consummated, and the potential negative effects on the Company’s business, operations, financial results and stock price;

•        the potential negative effects of the public announcement of the Merger on the Company’s sales, operating results and stock price, its ability to retain key management and other personnel, and its relationships with customers, suppliers and partners;

•        the restrictions on the conduct of the Company’s business prior to the completion of the Merger, requiring the Company to conduct its business in the ordinary course and preventing the Company from taking certain specified actions, subject to specific limitations;

•        the significant costs involved in connection with negotiating and entering into the Merger Agreement and completing the Merger (many of which are payable whether or not the Merger is consummated) and the substantial time and effort of Company management required to complete the Merger, which may disrupt its business operations and have a negative effect on its financial results;

•        the conditions to the obligations of Parent to complete the Merger and the right of Parent to terminate the Merger Agreement under certain circumstances;

•        the fact that the Merger Agreement precludes the Company from actively soliciting alternative acquisition proposals, and the possibility that the Company may be obligated to pay Parent a termination fee of $114.5 million in the event that the Merger Agreement is terminated under certain circumstances;

•        the risk that the Company’s stockholders may not approve the Merger;

•        the fact that completion of the Merger requires certain regulatory clearances and consents, including under the HSR Act and FERC;

•        the risk of litigation arising from stockholders in respect of the Merger Agreement or transactions contemplated by the Merger Agreement;

•        the fact that the consideration consists of cash and will therefore be taxable to the Company’s stockholders who are subject to taxation for U.S. federal income tax purposes; and

•        the interests that certain Company directors and executive officers may have with respect to the Merger, in addition to their interests as stockholders of the Company generally, as described in the section of this proxy statement titled “— Interests of the Company’s Directors and Executive Officers in the Merger.”

The preceding discussion of the information and factors considered by the Board is not, and is not intended to be, exhaustive. In light of the variety of factors considered in connection with their evaluation of the Merger and the complexity of these matters, the Board did not find it practicable to, and did not, quantify or otherwise attempt to rank or assign relative weights to the various factors considered in reaching their respective determinations. In considering the factors described above and any other factors, individual members of the Board may have viewed factors differently or given different weight, merit or consideration to different factors. In addition, the Board did not undertake to make any specific determination as to whether any particular factor, or any aspect of any particular factor, was favorable or unfavorable to the ultimate determination of the Board, but rather the Board conducted an overall review of the factors described above, including discussions with Company management and legal and financial advisors.

The foregoing discussion of the reasoning of the Board and certain information presented in this section is forward-looking in nature and, therefore, the information should be read in light of the factors discussed in the section of this proxy statement titled “Cautionary Note Regarding Forward-Looking Statements.”

Opinion of the Company’s Financial Advisor

The Company has retained BofA Securities to act as the Company’s financial advisor in connection with the Merger. BofA Securities is an internationally recognized investment banking firm which is regularly engaged in the valuation of businesses and securities in connection with mergers and acquisitions, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements and valuations for corporate and other purposes. The Company selected BofA Securities to act as the Company’s financial advisor in connection with the Merger on the basis of BofA Securities’ experience in transactions similar to the Merger, its reputation in the investment community and its familiarity with the Company and its business.

On October 16, 2022, at a meeting of the Board held to evaluate the Merger, BofA Securities delivered to the Board an oral opinion, which was confirmed by delivery of a written opinion dated October 16, 2022, to the effect that, as of the date of the opinion and based on and subject to various assumptions and limitations described in its opinion, the Merger Consideration to be received by holders of Class A common stock (other than Owned Company Shares) was fair, from a financial point of view, to such holders.

The full text of BofA Securities’ written opinion to the Board, which describes, among other things, the assumptions made, procedures followed, factors considered and limitations on the review undertaken, is attached as Annex B to this document and is incorporated by reference herein in its entirety. The following summary of BofA Securities’ opinion is qualified in its entirety by reference to the full text of the opinion. BofA Securities delivered its opinion to the Board for the benefit and use of the Board (in its capacity as such) in connection with and for purposes of its evaluation of the Merger Consideration from a financial point of view. BofA Securities’ opinion does not address any other aspect of the Merger and no opinion or view was expressed as to the relative merits of the Merger in comparison to other strategies or transactions that might be available to the Company or in which the Company might engage or as to the underlying business decision of the Company to proceed with or effect the Merger. BofA Securities’ opinion does not address any other aspect of the Merger and does not constitute a recommendation to any stockholder as to how to vote or act in connection with the proposed Merger or any other matter.

In connection with rendering its opinion, BofA Securities has, among other things:

(i)     reviewed certain publicly available business and financial information relating to the Company;

(ii)    reviewed certain internal financial and operating information with respect to the business, operations and prospects of the Company furnished to or discussed with BofA Securities by the management of the Company, including certain financial forecasts relating to the Company prepared by the management of the Company (such forecasts, the “Company Forecasts”);

(iii)   discussed the past and current business, operations, financial condition and prospects of the Company with members of senior management of the Company;

(iv)   reviewed the trading history for Class A common stock and a comparison of that trading history with the trading histories of other companies BofA Securities deemed relevant;

(v)    compared certain financial and stock market information of the Company with similar information of other companies BofA Securities deemed relevant;

(vi)   considered the results of BofA Securities’ efforts on behalf of the Company to solicit, at the direction of the Company, indications of interest and definitive proposals from third parties with respect to a possible acquisition of the Company;

(vii)  reviewed a draft, dated October 16, 2022, of the Merger Agreement (the “Draft Agreement”); and

(viii) performed such other analyses and studies and considered such other information and factors as BofA Securities deemed appropriate.

In arriving at its opinion, BofA Securities assumed and relied upon, without independent verification, the accuracy and completeness of the financial and other information and data publicly available or provided to or otherwise reviewed by or discussed with BofA Securities and BofA Securities relied upon the assurances of the management of the Company that it was not aware of any facts or circumstances that would make such information or data inaccurate or misleading in any material respect. With respect to the Company Forecasts, BofA Securities was advised by the Company, and assumed, that they were reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of the management of the Company as to the future financial performance of the Company. BofA Securities did not make and was not provided with any independent evaluation or appraisal of the assets or liabilities (contingent or otherwise) of the Company, nor did it make any physical inspection of the properties or assets of the Company. BofA Securities did not evaluate the solvency or fair value of the Company, Parent or any other entity under any state, federal or other laws relating to bankruptcy, insolvency or similar matters. BofA Securities assumed, at the direction of the Company, that the Merger would be consummated in accordance with its terms, without waiver, modification or amendment of any material term, condition or agreement and that, in the course of obtaining the necessary governmental, regulatory and other approvals, consents, releases and waivers for the Merger, no delay, limitation, restriction or condition, including any divestiture requirements or amendments or modifications, would be imposed that would have an adverse effect on the Company or the contemplated benefits of the Merger. BofA Securities also assumed, at the direction of the Company, that the final executed Merger Agreement would not differ in any material respect from the Draft Agreement reviewed by BofA Securities.

BofA Securities expressed no view or opinion as to any terms or other aspects or implications of the Merger (other than the Merger Consideration to the extent expressly specified in its opinion), including, without limitation, the form or structure of the Merger, any related transaction or any other agreement, arrangement or understanding entered into in connection with or related to the Merger or otherwise. BofA Securities’ opinion was limited to the fairness, from a financial point of view, of the Merger Consideration to be received by holders of Class A common stock (other than Owned Company Shares) and no opinion or view was expressed with respect to any consideration received in connection with the Merger by the holders of any class of securities, creditors or other constituencies of any party. In addition, no opinion or view was expressed with respect to the fairness (financial or otherwise) of the amount, nature or any other aspect of any compensation to any of the officers, directors or employees of any party to the Merger, or class of such persons, relative to the Merger Consideration or otherwise. Furthermore, no opinion or view was expressed as to the relative merits of the Merger in comparison to other strategies or transactions that might be available to the Company or in which the Company might engage or as to the underlying business decision of the Company to proceed with or effect the Merger. BofA Securities did not express any view or opinion with respect to, and relied, with the Company’s consent, upon the assessments of the Company and its representatives regarding legal, regulatory, accounting, tax and similar matters relating to the Company or the Merger (including the contemplated benefits thereof), as to which matters BofA Securities understood that the Company had obtained such advice as the Company deemed necessary from qualified professionals. In addition, BofA Securities expressed no opinion or recommendation as to how any stockholder should vote or act in connection with the Merger or any other matter. Except as described in this summary, the Company imposed no other limitations on the investigations made or procedures followed by BofA Securities in rendering its opinion.

to Parent and certain of its affiliates. From October 1, 2020 through September 30, 2022, BofA Securities and its affiliates derived aggregate revenues of approximately $92 million from investment banking, corporate banking and global markets services furnished to Parent and its affiliates.

Certain Financial Projections

The Company does not, as a matter of general practice, prepare or publicly disclose long-range financial forecasts due to, among other things, the inherent difficulty of predicting financial performance for future periods and the likelihood that the underlying assumptions and estimates may not be realized. However, in connection with the Board’s evaluation of strategic alternatives, in July 2022, the Company, at the request of the Board, provided to the Board and BofA Securities with certain non-public, unaudited prospective financial information prepared by Company management for the fiscal years ending 2023 through 2032 reflecting what the Company’s management believed were the best then-available estimates and judgments of future financial performance of the Company for such periods (the “July Forecasts”). The July Forecasts were reviewed by the Board on July 24, 2022. In addition, at the request of the Board, a version of the July Forecasts with minor updates by Company management to reflect more current information and expectations regarding federal income tax assumptions was made available in August 2022 to Parent and certain other parties in connection with their due diligence of a possible transaction with the Company. On and after September 14, 2022, the Company, at the request of the Board, provided the Board, BofA Securities, Parent and certain other parties in connection with their due diligence of a possible transaction, as applicable, with updated, non-public, unaudited prospective financial information prepared for the fiscal years ending 2023 through 2032 in order to reflect more current information and expectations regarding, among other things, (i) contracted portfolio assumptions, (ii) royalty payment assumptions, (iii) certain joint venture project assumptions, (iv) amortization payment schedules for the Company’s indebtedness and (v) completion of delivery dates for certain projects and end dates for certain gas rights agreements. This updated prospective financial information (the “September Forecasts”) was also provided to (a) BofA Securities for its use and reliance as the basis for the financial valuation analyses conducted by BofA Securities and opinion summarized in the section of this proxy statement titled “— Opinion of the Company’s Financial Advisor” and (b) the Board in its review of, and in connection with approving, the Merger Agreement and the Merger.

The July Forecasts and the September Forecasts (together, the “Forecasts”) were prepared by Company management at the direction of the Company Board. The Forecasts were not prepared with a view toward public disclosure and, accordingly, do not necessarily comply with published guidelines of the SEC or established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information or generally accepted accounting principles (“GAAP”). The Company’s independent registered public accounting firm has not compiled, examined, audited or performed any procedures with respect to the Forecasts, and has not expressed any opinion or any other form of assurance regarding this information or its achievability.

The tables below present summaries of the Forecasts, as prepared by Company management and provided by Company management to the Board, BofA Securities, Parent and/or certain other parties in connection with the proposed Merger, as applicable. The Forecasts summarized below are included solely to provide the Company’s stockholders access to financial projections that were made available to the Company, BofA Securities, Parent and/or certain other parties in connection with the proposed Merger, as applicable, and are not included in this proxy statement to influence a Company stockholder’s decision whether to vote to adopt the Merger Agreement or for any other purpose.

The Forecasts summarized below, while presented with numerical specificity, were based on numerous variables and assumptions that necessarily involve judgments with respect to, among other things, future economic, competitive, regulatory and financial market conditions, all of which are difficult or impossible to predict and many of which are beyond the Company’s control. The Forecasts also reflect assumptions that are subject to change, including, but not limited to, assumptions regarding: future industry performance, general business, economic, regulatory, litigation, market and financial conditions, and matters specific to the Company’s business. The Forecasts cover multiple years, and thus, by their nature, they become subject to greater uncertainty with each successive year. Important factors that may affect actual results and the achievability of the Forecasts include, but are not limited to: general economic conditions and disruptions in the financial, debt, capital, credit or securities markets; industry and market dynamics; competition; and those risks and uncertainties described in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. See also the section titled “Cautionary Note Regarding Forward-Looking Statements” in this proxy statement.

In addition, the Forecasts reflect assumptions that are subject to change and are susceptible to multiple interpretations based on actual results, revised prospects for the Company’s business, changes in general business or economic conditions, or any other transaction or event that has occurred or that may occur and that was not anticipated when the Forecasts were prepared. Accordingly, actual results will differ, and may differ materially, from those contained in the Forecasts. The Forecasts assume organic company growth, inclusive of the development of existing joint development project pipelines without business expansions from mergers and acquisitions. The Forecasts also include assumptions regarding future landfill expansion and existing INGENCO and Lightning Joint Venture projects, assumptions regarding future opportunities through the Lightning Joint Venture with no current developers and assumptions regarding future gas rights agreements expected to be completed, but not yet agreed. The Forecasts do not include potential earnings relating to hydrogen, CO2, heat and LFG collection efficiency improvements. In addition, the Forecasts do not take into account any circumstances, transactions or events occurring after the date on which the Forecasts were prepared and do not give effect to any changes or expenses incurred after the date on which they were made, including as a result of the Merger or any effects of the Merger. The Company does not intend to update or otherwise revise the Forecasts to reflect circumstances existing after the date on which the Forecasts were prepared or to reflect the occurrence of future events, even if any or all of the underlying assumptions are shown to be in error. There can be no assurance that the financial results in the Forecasts will be realized, or that future actual financial results will not materially vary from those estimated in the Forecasts.

Certain of the measures included in the Forecasts are financial measures that are not calculated in accordance with GAAP. Such non-GAAP financial measures should not be viewed as a substitute for GAAP financial measures and may be different from non-GAAP financial measures used by other companies. Furthermore, there are limitations inherent in non-GAAP financial measures because they exclude charges and credits that are required to be included in a GAAP presentation. Accordingly, non-GAAP financial measures should be considered together with, and not as an alternative to, financial measures prepared in accordance with GAAP. Financial measures provided to a financial advisor are excluded from the SEC’s rules concerning non-GAAP financial measures and, therefore, are not subject to SEC rules regarding disclosures of non-GAAP financial measures, which would otherwise require a reconciliation of a non-GAAP financial measure to a GAAP financial measure, in disclosures relating to a proposed business combination such as the Merger if the disclosure is included in a document such as this proxy statement. Reconciliations of non-GAAP financial measures were not prepared or relied upon by the Company Board in connection with its consideration of the Merger Agreement or by BofA Securities for purposes of its financial analyses. Accordingly, the Company has not provided a reconciliation of any financial measures included in the Forecasts.

The following table is a summary of the July Forecasts:

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(1)      EBITDA is calculated as revenue less asset specific royalty expense, marketing expense, transportation expense, power expense, insurance and rent expense, operations and maintenance (“O&M”) expense, reliability and maintenance (“R&M”) expense, asset specific selling, general and administrative (“SG&A”) expense, contingency expense and corporate SG&A.

(2)      EBIT is calculated as EBITDA less depreciation and amortization plus adjustments from the Power segment joint ventures.

(3)      Levered Free Cash Flow is calculated as EBIT less interest, asset specific state taxes, federal taxes, asset specific maintenance capital expenditures, growth projects capital expenditures, and plus depreciation and amortization.

(4)      Unlevered Free Cash Flow is calculated as Levered Free Cash Flow plus tax adjusted interest.

The following tables are summaries of the September Forecasts: