Item 2.01 Completion of Acquisition or Disposition of Assets.
The information set forth in the Introductory Note
of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.
Company
Capital Stock
At the effective time of the Company Merger (the
“Effective Time”), in accordance with the terms and conditions set forth in the Merger Agreement, (i) each share of Class
A common stock, par value $0.0001 per share, of the Company (the “Company Class A Common Stock”) that was issued and outstanding
as of immediately prior to the Effective Time (other than any shares of Company Class A Common Stock 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 Company Class A Common Stock as to which appraisal rights have been properly exercised in accordance with Delaware law) was
automatically canceled, extinguished and converted into the right to receive $26.00 in cash, without interest thereon (the “Per
Share Price”), (ii) each share of Company Class A Common Stock held by the Company as treasury
stock or owned by Parent, Merger Sub, Opco Merger Sub or any other subsidiaries thereof, in each case, as of immediately prior to the
Effective Time, was automatically cancelled and extinguished without conversion thereof or consideration paid therefor and (iii) each
share of Class B common stock, par value $0.0001 per share, of the Company was automatically cancelled and extinguished without any conversion
thereof or consideration paid therefor.
Opco Units
At the Opco Merger Effective Time, in accordance
with the terms and conditions set forth in the Merger Agreement, (i) each Class A Unit of Opco (each, an “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 was automatically cancelled, extinguished and converted into the right to receive cash in an amount equal to the Per Share Price
and (ii) each Opco Unit held by the Company or any of its subsidiaries immediately prior to the Opco Merger Effective Time became an equivalent
number of limited liability company interests of the surviving Opco held by the Company, as the surviving corporation in the Company Merger.
Company Equity Awards
At the Effective Time, each award of restricted
stock units of the Company (“Company RSUs”) that was outstanding and vested as of immediately prior to the Effective Time
and each Company RSU that was held by a non-employee director of the Company immediately prior to the Effective Time, and each award of
performance-based restricted stock units of the Company (“Company PSUs”) that was outstanding and vested as of immediately
prior to the Effective Time (“Vested Company RSUs” and “Vested Company PSUs,” respectively) and, with respect
to each holder of Company RSUs or Company PSUs, 50% of such holder’s Company RSUs and such holder’s Company PSUs that were
outstanding and unvested as of immediately prior to the Effective Time (“Deemed Vested Company RSUs” and “Deemed Vested
Company PSUs,” respectively) were, in each case, automatically cancelled 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 Per Share Price and (ii) the total number
of shares of Company Class A Common Stock subject to such Vested Company RSU or Deemed Vested Company RSU or such Vested Company PSU or
Deemed Vested Company PSU (with Deemed Vested Company PSUs being deemed achieved at maximum performance), respectively, as of immediately
prior to the Effective Time.
Each award of Company RSUs and Company PSUs that
was outstanding as of immediately prior to the Effective Time that is not a Vested Company RSU or Deemed Vested Company RSU (an “Unvested
Company RSU”) or a Vested Company PSU or Deemed Vested Company PSU (an “Unvested Company PSU”), respectively, was, in
each case, automatically, at the Effective Time, cancelled and converted into an award representing the right to receive an amount in
cash (without interest and subject to applicable withholding taxes) equal to the product of (i) the Per Share Price and (ii) the total
number of shares of Company Class A Common Stock subject to such Unvested Company RSU or Unvested Company PSU (with Unvested Company PSUs
being deemed achieved at maximum performance), respectively, as of immediately prior to the Effective Time (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 with Parent or its affiliates through the applicable vesting dates, generally vest and be payable
on the earlier of (A) the same time as the Company RSU or Company 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 date of the Effective Time.
Company Warrants
Immediately following the Opco Merger Effective
Time, each of the warrants (the “Warrants”) were redeemed for cash in accordance with the terms of the Warrant Agreement,
dated as of October 21, 2020 (the “Warrant Agreement”), by and between the Company (formerly known as Rice Acquisition Corp.),
Opco (formerly known as Rice Acquisition Holdings LLC) and Continental Stock Transfer & Trust Company (the “Warrant Agent”),
as amended by Amendment No. 1 to Warrant Agreement, dated as of October 16, 2022 (the “Warrant Agreement Amendment”), by and
between the Company, Opco and the Warrant Agent. Pursuant to the Warrant Agreement Amendment, immediately following the Opco Merger Effective
Time, each Warrant that was issued and outstanding immediately prior to the Effective Time was automatically redeemed for the right to
receive an amount, in cash, equal to (i) the Per Share Price minus (ii) the Warrant Price (as defined in the Warrant Agreement) as reduced
pursuant to the calculation provided in Section 4.4 of the Warrant Agreement (the “Per Warrant Redemption Amount”), without
interest. Following the Effective Time, no Warrant entitles the holder thereof to receive any equity or other securities of the Company,
Opco or any of their affiliates and all Warrants were cancelled and ceased to exist.
The foregoing description of the Merger Agreement and the Mergers
is only a summary, does not purport to be complete and is subject to, and qualified in its entirety by reference to, the copy of the Merger
Agreement attached hereto as Exhibit 2.1 and incorporated herein by reference.