--- schema_version: "secwatch.filing_event.v1" accession: "0001213900-22-083247" form_type: "8-K" ticker: null cik: "0001823766" company_name: "Archaea Energy Inc." filed_at: "2022-12-28T23:59:59+00:00" generated_at: "2026-06-20T22:31:45.900866+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.9 calibrated_materiality_score: 0.9 confidence: "high" source: SEC EDGAR --- # BP completes acquisition of Archaea Energy for $26.00 per share; stock delisted ## Summary - Each share of Archaea Class A common stock cancelled and converted into $26.00 cash per share. - All outstanding warrants redeemed for cash equal to $26.00 minus warrant price per warrant. - Archaea Energy became a wholly owned subsidiary of BP Products North America Inc. - Shares ceased trading on NYSE; company will file Form 15 to suspend SEC reporting. - Board of directors replaced with appointees from BP, including Dave Lawler and others. ## SEC filing metadata - accession: 0001213900-22-083247 - form_type: 8-K - cik: 0001823766 - company_name: Archaea Energy Inc. - filed_at: 2022-12-28T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.9 - calibrated_materiality_score: 0.9 - confidence: high - sec_items: 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 7.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1823766/000121390022083247/0001213900-22-083247-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1823766/000121390022083247/ea170864-8k_archaea.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001213900-22-083247 - JSON: https://secwatch.observer/filing/0001213900-22-083247.json - Plain text: https://secwatch.observer/filing/0001213900-22-083247.txt ## Key facts - Governance Changes Archaea Energy Inc.: 公司合并导致公司章程完全修订和重述. - Change: charter amendment source text: (i) the Company’s Amended and Restated Certificate of Incorporation, as in effect immediately prior to the Effective Time, was amended and restated in its entirety (the “Charter”) evidence_url: https://www.sec.gov/Archives/edgar/data/1823766/000121390022083247/0001213900-22-083247-index.htm - Governance Changes Archaea Energy Inc.: 公司合并导致公司细则完全修订和重述. - Change: bylaw amendment source text: and (ii) the Company’s Bylaws, as in effect immediately prior to the Effective Time, were amended and restated in their entirety (the “Bylaws”). evidence_url: https://www.sec.gov/Archives/edgar/data/1823766/000121390022083247/0001213900-22-083247-index.htm - M&A Transactions Archaea Energy Inc. completed an acquisition involving BP Products North America Inc. for the Per Share Price (closed 2022-12-28). - Action: acquisition - Counterparty: BP Products North America Inc. - Consideration: the Per Share Price - Closing: 2022-12-28 source text: On December 28, 2022 (the “Closing Date”), upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub merged 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 merged 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 “Mergers”). evidence_url: https://www.sec.gov/Archives/edgar/data/1823766/000121390022083247/0001213900-22-083247-index.htm - Material Agreements Archaea Energy Inc. terminated Note Purchase Agreement, dated January 15, 2021 with each of the purchasers party thereto (effective 2031-09-30). - Action: termination - Agreement: notes offering - Counterparty: each of the purchasers party thereto - Effective: 2031-09-30 source text: the (i) 3.75% Senior Secured Notes due September 30, 2031 issued by Assai Energy, LLC, a wholly owned subsidiary of the Company (“Assai”), pursuant to the Note Purchase Agreement, dated January 15, 2021, as amended, restated, amended and restated or otherwise modified from time to time, among Assai, as issuer, and each of the purchasers party thereto, and (ii) the 4.47% Senior Secured Notes due September 30, 2041 issued by Assai pursuant to that certain Note Purchase Agreement, dated April 5, 2021, as amended, restated, amended and restated or otherwise modified from time to time, among Assai, as issuer, and each of the purchasers party thereto were terminated, and all obligations and guarantees thereunder were repaid in full and discharged and all liens granted in connection therewith were released. evidence_url: https://www.sec.gov/Archives/edgar/data/1823766/000121390022083247/0001213900-22-083247-index.htm - Material Agreements Archaea Energy Inc. terminated Revolving Credit and Term Loan Agreement with Comerica Bank (as administrative agent) and the lending institutions party thereto. - Action: termination - Agreement: credit facility - Counterparty: Comerica Bank (as administrative agent) and the lending institutions party thereto source text: In connection with the Mergers, borrowings outstanding under the Revolving Credit and Term Loan Agreement, dated as of September 15, 2021, as amended, restated, amended and restated or otherwise modified from time to time, among the Company, the subsidiaries identified therein, Comerica Bank, as administrative agent, and the lending institutions from time to time party thereto, were repaid in full and all obligations and guarantees thereunder were discharged and all liens granted in connection therewith were released. evidence_url: https://www.sec.gov/Archives/edgar/data/1823766/000121390022083247/0001213900-22-083247-index.htm - Material Agreements Archaea Energy Inc. terminated Warrant Agreement. - Action: termination - Agreement: equity purchase source text: Also in connection with the Mergers, the Warrant Agreement (as defined below), as amended, was automatically terminated immediately following the effective time of the Opco Merger (the “Opco Merger Effective Time”), except with respect to the right to receive the Per Warrant Redemption Amount (as defined below). evidence_url: https://www.sec.gov/Archives/edgar/data/1823766/000121390022083247/0001213900-22-083247-index.htm - Material Agreements Archaea Energy Inc. terminated Note Purchase Agreement, dated April 5, 2021 with each of the purchasers party thereto (effective 2031-09-30). - Action: termination - Agreement: notes offering - Counterparty: each of the purchasers party thereto - Effective: 2031-09-30 source text: the (i) 3.75% Senior Secured Notes due September 30, 2031 issued by Assai Energy, LLC, a wholly owned subsidiary of the Company (“Assai”), pursuant to the Note Purchase Agreement, dated January 15, 2021, as amended, restated, amended and restated or otherwise modified from time to time, among Assai, as issuer, and each of the purchasers party thereto, and (ii) the 4.47% Senior Secured Notes due September 30, 2041 issued by Assai pursuant to that certain Note Purchase Agreement, dated April 5, 2021, as amended, restated, amended and restated or otherwise modified from time to time, among Assai, as issuer, and each of the purchasers party thereto were terminated, and all obligations and guarantees thereunder were repaid in full and discharged and all liens granted in connection therewith were released. evidence_url: https://www.sec.gov/Archives/edgar/data/1823766/000121390022083247/0001213900-22-083247-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.