PHILADELPHIA, Feb. 9, 2015 /PRNewswire/ -- Atlas Energy,
L.P. (NYSE: ATLS) ("Atlas Energy" or the "Partnership") announced
significant progress towards the completion of the previously
announced spin-off of Atlas Energy's non-midstream assets ("the
Spin-Off"). The Spin-Off will occur through the distribution
of common units representing limited liability company interests in
Atlas Energy Group, LLC ("Atlas Energy Group"), a wholly owned
subsidiary of the Partnership that will hold the Partnership's
assets and liabilities other than those related to it midstream
business, and is expected to trade on the New York Stock Exchange
("NYSE") under the symbol "ATLS."
On February 5, 2015, the U.S.
Securities and Exchange Commission ("SEC") completed its review and
declared effective the Registration Statement on Form 10, as
amended, filed by Atlas Energy Group for the distribution. The
effectiveness of the Form 10 was a key condition to the planned
distribution. The Form 10 contains an information statement
that will be made available to all unitholders entitled to receive
the distribution of Atlas Energy Group common units prior to the
distribution date, which provides additional details about Atlas
Energy Group and the conditions to the distribution.
Distribution of Atlas Energy Group Common Units
The Board of Directors of the Partnership's general partner has
declared a distribution of one Atlas Energy Group common unit for
every two Partnership common units held at the close of business on
Wednesday, February 25, 2015, the
previously announced record date of the distribution. Cash will be
received in lieu of fractional units of Atlas Energy
Group. The distribution of Atlas Energy Group units is
expected to be effective on Saturday,
February 28, 2015 in conjunction with the previously
announced proposed mergers of the Partnership and Atlas Pipeline
Partners, L.P. (NYSE: APL) ("Atlas Pipeline" or "APL") with Targa
Resources Corp. (NYSE: TRGP) ("TRC") and Targa Resources Partners
LP (NYSE: NGLS) ("TRP"), respectively. The distribution (and
the related record date) is subject to the satisfaction or waiver
of the conditions described below and in the information
statement.
Atlas Energy Group Trading Details
Atlas Energy Group has been advised that trading in its common
units is expected to begin on the NYSE on a "when issued" basis on
or around February 24, 2015 under the
symbol "ATLS.wi". On or about March 2,
2015, "when issued" trading is expected to end and "regular
way" trading is expected to begin for Atlas Energy Group under the
ticker symbol "ATLS," and the Partnership's common units will cease
trading. Any Partnership unitholders who sell Partnership
units "regular way" on or before February
27, 2015 will also be selling their right to receive Atlas
Energy Group common units upon distribution. Investors are
encouraged to consult with their financial advisors regarding the
specific implications of buying or selling Partnership common units
on or before the distribution date.
Assets to be Initially Held by Atlas Energy Group
Atlas Energy Group's assets at the time of the distribution are
expected to consist of the following:
- 100% of the general partner interest and incentive distribution
rights in the Partnership's E&P subsidiary, Atlas Resource
Partners, L.P. (NYSE: ARP), as
well as the Partnership's approximately 24.7 million limited
partner units in ARP;
- 80% of the general partner interest and incentive distribution
rights, as well as the Partnership's approximately 1.7% limited
partner interest, in the Partnership's E&P Development
Subsidiary, which conducts operations in the Eagle Ford shale in
the mid-continent region of the United
States;
- a 16% general partner interest and 12% limited partner interest
in Lightfoot Capital Partners, a business that incubates new master
limited partnerships (MLPs) and invests in existing MLPs. Lightfoot
owns the general partner interest, incentive distribution rights
and an approximately 40% limited partner interest in Arc Logistics
Partners LP (NYSE: ARCX), an independent U.S.-based energy
logistics service provider; and
- Coal-bed methane producing natural gas assets in the
Arkoma basin in eastern
Oklahoma.
Transaction Information
As previously announced, the proposed mergers of the Partnership
with a subsidiary of TRC (the "ATLS Merger") and Atlas Pipeline
with a subsidiary of TRP (the "APL Merger") will occur immediately
following the Spin-Off. The ATLS Merger, the APL Merger and
the Spin-Off (including the related record date) are conditioned on
the other and will each occur only if the others occur. As a
result, distribution of the Atlas Energy Group common units is
subject to the satisfaction or waiver of the conditions to the ATLS
Merger and the APL Merger, including the approval of the issuance
of TRC stock in the ATLS Merger by the TRC stockholders, the
approval of the ATLS Merger by the unitholders of Atlas Energy, the
approval of the APL Merger by the unitholders of APL and other
customary closing conditions, which are described in more detail in
the Atlas Energy Group information statement.
No action is required by Atlas Energy unitholders to receive
Atlas Energy Group common units in the Spin-Off. As a result
of the SEC declaring the Form 10 effective, Atlas Energy Group is
now subject to the information and reporting requirements of the
Securities Exchange Act of 1934, and will file periodic reports,
proxy statements and other required information with the SEC.
Atlas Energy, L.P. (NYSE: ATLS) is a master limited
partnership which owns all of the general partner Class A units and
incentive distribution rights and an approximate 28% limited
partner interest in its upstream oil & gas subsidiary, Atlas
Resource Partners, L.P. Additionally, Atlas Energy owns and
operates the general partner of its midstream oil & gas
subsidiary, Atlas Pipeline Partners, L.P., through all of the
general partner interest, all the incentive distribution rights and
an approximate 6% limited partner interest. For more information,
please visit our website at www.atlasenergy.com, or contact
Investor Relations at InvestorRelations@atlasenergy.com.
Atlas Pipeline Partners, L.P. (NYSE: APL) is active in
the gathering and processing segments of the midstream natural gas
industry. In Oklahoma, southern Kansas, Texas, and Tennessee, APL owns and operates 17 gas
processing plants, 18 gas treating facilities, as well as
approximately 11,200 miles of active intrastate gas gathering
pipeline. For more information, visit APL's website at
www.atlaspipeline.com or contact IR@atlaspipeline.com.
Atlas Resource Partners, L.P. (NYSE: ARP) is an exploration & production
master limited partnership which owns an interest in over 14,000
producing natural gas and oil wells, located primarily in
Appalachia, the Barnett Shale (TX), the Mississippi Lime (OK), the
Raton Basin (NM), Black Warrior Basin (AL) and the oil-rich Rangely
Field (CO). ARP is also the
largest sponsor of natural gas and oil investment partnerships in
the U.S. For more information, please visit our website at
www.atlasresourcepartners.com, or contact Investor Relations at
InvestorRelations@atlasenergy.com.
Targa Resources Corp. is a publicly traded Delaware corporation that owns a 2% general
partner interest (which TRC holds through its 100% ownership
interest in the general partner of TRP), all of the outstanding
incentive distribution rights and a portion of the outstanding
limited partner interests in Targa Resources Partners LP.
Targa Resources Partners is a publicly traded
Delaware limited partnership
formed in October 2006 by its parent,
TRC, to own, operate, acquire and develop a diversified portfolio
of complementary midstream energy assets. TRP is a leading provider
of midstream natural gas, NGL, terminalling and crude oil gathering
services in the United States. TRP
is engaged in the business of gathering, compressing, treating,
processing and selling natural gas; storing, fractionating,
treating, transporting and selling NGLs and NGL products;
gathering, storing and terminalling crude oil; and storing,
terminalling and selling refined petroleum products.
Cautionary Note Regarding Forward-Looking Statements
Certain statements contained herein are "forward-looking
statements" that are subject to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. Forward-looking
statements that involve a number of assumptions, risks and
uncertainties that could cause actual results to differ materially
from those contained in the forward-looking
statements. Readers are cautioned that any forward-looking
information is not a guarantee of future performance. Risks
and uncertainties related to the proposed transaction include,
among others: the risk that Atlas Energy's or APL's unitholders or
TRC's stockholders do not approve the mergers; the risk that the
merger agreement is terminated as a result of a competing proposal,
the risk that regulatory approvals required for the mergers are not
obtained on the proposed terms and schedule or are obtained subject
to conditions that are not anticipated; the risk that the other
conditions to the closing of the mergers are not satisfied;
potential adverse reactions or changes to business or employee
relationships, including those resulting from the announcement or
completion of the mergers or the distribution; uncertainties as to
the timing of the mergers and the distribution; competitive
responses to the proposed mergers and the distribution; unexpected
costs, charges or expenses resulting from the mergers and the
distribution; litigation relating to the merger and the
distribution; the outcome of potential litigation or
governmental investigations; Atlas Energy Group's ability to
operate the assets it will acquire in connection with the
distribution, and the costs of such distribution; uncertainties
regarding the expected financial results of Atlas Energy Group
after the planned distribution, which is dependent on future events
or developments; changes in commodity prices; changes in the costs
and results of drilling operations; uncertainties about estimates
of reserves and resource potential; inability to obtain capital
needed for operations; Atlas Energy Group's level of indebtedness;
changes in government environmental policies and other
environmental risks; any changes in general economic and/or
industry specific conditions; and other risks, assumptions and
uncertainties detailed from time to time in Atlas
Energy's, ARP's, APL's and Atlas Energy Group's reports
filed with the SEC, including risks, assumptions and
uncertainties described in Atlas Energy Group's registration
statement on Form 10 and Atlas Energy's, ARP's and APL's quarterly reports on Form
10-Q, current reports on Form 8-K and annual reports on Form 10-K.
Forward-looking statements speak only as of the date hereof, and we
assume no obligation to update such statements, except as may be
required by applicable law.
Contacts:
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Brian
Begley
|
|
Vice President,
Investor Relations – Atlas Energy
|
|
(877)
280-2857
|
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(215) 405-2718
(fax)
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SOURCE Atlas Energy, L.P.