0001213900-22-083209.txt : 20221228 0001213900-22-083209.hdr.sgml : 20221228 20221228153813 ACCESSION NUMBER: 0001213900-22-083209 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20221228 FILED AS OF DATE: 20221228 DATE AS OF CHANGE: 20221228 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Parkes Scott CENTRAL INDEX KEY: 0001881579 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39644 FILM NUMBER: 221494266 MAIL ADDRESS: STREET 1: C/O ARES MANAGEMENT CORP. STREET 2: 2000 AVENUE OF THE STARS, 12TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90067 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Archaea Energy Inc. CENTRAL INDEX KEY: 0001823766 STANDARD INDUSTRIAL CLASSIFICATION: GAS & OTHER SERVICES COMBINED [4932] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 4444 WESTHEIMER ROAD STREET 2: SUITE G450 CITY: HOUSTON STATE: TX ZIP: 77027 BUSINESS PHONE: (346) 708-8272 MAIL ADDRESS: STREET 1: 4444 WESTHEIMER ROAD STREET 2: SUITE G450 CITY: HOUSTON STATE: TX ZIP: 77027 FORMER COMPANY: FORMER CONFORMED NAME: Rice Acquisition Corp. DATE OF NAME CHANGE: 20200904 4 1 ownership.xml X0306 4 2022-12-28 1 0001823766 Archaea Energy Inc. LFG 0001881579 Parkes Scott 4444 WESTHEIMER ROAD, SUITE G450 HOUSTON TX 77027 1 0 0 0 Class A Common Stock 2022-12-28 4 D 0 6838 D 0 D Reflects all restricted stock units ("RSUs") of the Issuer held by the Reporting Person immediately prior to the Effective Time (as defined below). Pursuant to the Agreement and Plan of Merger, dated October 16, 2022 (the "Merger Agreement"), by and among the Issuer, LFG Acquisition Holdings LLC ("Opco"), BP Products North America Inc. ("Parent"), Condor RTM Inc. ("Merger Sub") and Condor RTM LLC ("Opco Merger Sub"), Merger Sub merged with and into the Issuer, with the Issuer surviving as a wholly owned subsidiary of Parent (the "Issuer Merger"), and Opco Merger Sub merged with and into Opco, with Opco continuing as the surviving company and a wholly owned subsidiary of Parent. Pursuant to the Merger Agreement, each RSU reported hereby was, at the effective time of the Issuer Merger (the "Effective Time"), automatically 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 total number of shares of the Issuer's Class A common stock, par value $0.0001 per share, subject to such RSU, as of immediately prior to the Effective Time, and (ii) $26.00. Exhibit List: Exhibit 24 - Power of Attorney /s/ Mitchell Athey, as Attorney-in-Fact 2022-12-28 EX-24 2 ea170873ex24_archaea.htm POWER OF ATTORNEY

Exhibit 24

 

POWER OF ATTORNEY

 

The undersigned hereby constitutes and appoints each of Edward Taibi, Chad Bellah and Mitchell Athey, the undersigned’s true and lawful attorney-in-fact with full power and authority as hereinafter described to:

 

1.prepare, execute in the undersigned’s name and on the undersigned’s behalf, and submit to the U.S. Securities and Exchange Commission (the “SEC”) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) or any rule or regulation of the SEC;

 

2.execute for and on behalf of the undersigned (a) any Form 3, Form 4 and Form 5 (including amendments thereto) in accordance with Section 16(a) of the Exchange Act and the rules thereunder, (b) Form 144, (c) Schedule 13D or Schedule 13G (including amendments thereto) in accordance with Sections 13(d) and 13(g) of the Exchange Act, (d) Form 13F or Form 13H (including amendments thereto) in accordance with Sections 13(f) and 13(h) of the Exchange Act, and (e) any other forms or reports the undersigned may be required to file in connection with the undersigned’s ownership, acquisition or disposition of securities, in each case, only to the extent each form or schedule relates to the undersigned’s beneficial ownership, acquisition or disposition of securities of Archaea Energy Inc. (“LFG”);

 

3.do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to prepare, complete and execute any such Form 3, Form 4, Form 5, Form 144, Schedule 13D, Schedule 13G, Form 13F or Form 13H (including any amendments thereto) and timely deliver to and file the forms or schedules with the SEC, any stock exchange or quotation system, self-regulatory association or any other authority and provide a copy as required by law or advisable to such persons as the attorney-in-fact deems appropriate;

 

4.seek or obtain as the undersigned’s representative, and on the undersigned’s behalf, information regarding transactions in any LFG securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to such attorney-in-fact and approves and ratifies any such release of information; and

 

5.take any other action of any type whatsoever in connection with the foregoing that, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

 

The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming nor relieving any of the undersigned’s responsibilities to comply with Section 16 of the Exchange Act. The undersigned acknowledges that the foregoing attorney-in-fact does not assume (i) any liability for the undersigned’s responsibility to comply with the requirement of the Exchange Act, (ii) any liability of the undersigned for any failure to comply with such requirements or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 16(b) of the Exchange Act.

 

This Power of Attorney shall remain in full force and effect indefinitely, until revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact. This Power of Attorney revokes all previous powers of attorney with respect to the subject matter of this Power of Attorney.

 

[Signature Page Follows] 

 

 

 

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of 6/14/2022.

 

  /s/ Scott Parkes
  Name: Scott Parkes

 

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POWER OF ATTORNEY (SECTION 16 FORMS)