UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): January 12, 2016

 

 

Atlas Resource Partners, L.P.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-35317   45-3591625
(State or other jurisdiction
of incorporation)
  (Commission
File Number)
  (IRS Employer
Identification No.)

Park Place Corporate Center One

1000 Commerce Drive, Suite 400

Pittsburgh, PA 15275

(Address of principal executive offices, including zip code)

800-251-0171

(Registrant’s telephone number, including area code)

 

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On January 12, 2016, Atlas Resource Partners, L.P. (“Atlas”) received written notice (the “Notice”) from the New York Stock Exchange (the “NYSE”) that Atlas is not in compliance with the NYSE continued listing standards set forth in Section 802.01C of the NYSE Listed Company Manual because the average closing price of its common units was less than $1.00 over a consecutive 30 trading-day period.

In accordance with applicable NYSE procedures, Atlas plans to notify the NYSE by January 26, 2016 of its intention to cure this noncompliance. In accordance with the NYSE rules, Atlas has six months from the date of receipt of the Notice to achieve compliance with the continued listing standards of Section 802.01C. Atlas can regain compliance at any time during the six month cure period if Atlas’s common units have a closing price of at least $1.00 on the last trading day of any calendar month during the period and it has an average closing share price of at least $1.00 over the 30-trading day period ending on the last trading day of that month or on the last day of the cure period.

Atlas is actively monitoring the price of its common units and will consider available options to resolve the deficiency and achieve compliance with Rule 802.01C.

The Notice has no immediate impact on the listing of Atlas’ common units, which will continue to be listed and traded on the NYSE, subject to its continued compliance with other NYSE continued listing standards.

 

Item 7.01 Regulation FD Disclosure.

On January 13, 2016, Atlas issued a press release announcing that it has received the Notice. A copy of the press release is attached hereto as Exhibit 99.1.

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are attached hereto and filed herewith

 

Exhibit
No.

  

Description

99.1    Press release dated January 13, 2016.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

   

ATLAS RESOURCE PARTNERS, L.P.

By: Atlas Energy Group, LLC, its general partner

Dated: January 13, 2016     By:  

/s/ Jeffrey M. Slotterback

    Name:   Jeffrey M. Slotterback
    Title:   Chief Financial Officer


Exhibit 99.1

 

LOGO

 

NEWS RELEASE

 

Contact:  

Matthew Skelly

Investor Relations

(877) 280-2857

ATLAS ENERGY GROUP AND ATLAS RESOURCE PARTNERS RECEIVE NOTICES REGARDING NYSE CONTINUED LISTING STANDARDS

Fort Worth, TX – January 13, 2016 - Atlas Energy Group, LLC (NYSE: ATLS) (“ATLS” or “the Company”) and Atlas Resource Partners, L.P. (NYSE: ARP) (“ARP” or “the Partnership”) announced today that the New York Stock Exchange (“NYSE”), on January 7, 2016 and January 12, 2016, respectively, notified each of ATLS and ARP that it had fallen below the NYSE’s continued listing standards relating to minimum average closing price of a security less than $1.00 over a consecutive 30-trading-day-period.

As required by NYSE procedures, the Company and the Partnership will each submit an acknowledgement letter to the NYSE within 10 business days from the receipt of the NYSE notice of its intention to regain compliance with the listing standards within 6 months.

To regain compliance, the Company and Partnership must achieve a closing $1.00 unit price on both the last trading day of any calendar month within the six-month cure period and at least $1.00 average unit price over the 30 trading days preceding the end of that month.

During the 6-month cure period, each of the Company’s and the Partnership’s units will continue to be listed and traded on the NYSE, subject to compliance with other NYSE continued listing standards.

Cautionary Note Regarding Forward-Looking Statements

Certain matters discussed within this press release are forward-looking statements. Although each of ATLS and ARP believes the expectations reflected in such forward-looking statements are based on reasonable assumptions, they cannot give any assurances that their expectations will be attained. Such forward-looking statements include, but are not limited to, statements about ATLS or ARP’s objectives, expectations and intentions and other statements that are not historical facts. Forward-looking statements speak only as of the date hereof, and neither ATLS nor ARP assumes any obligation to update such statements, except as may be required by applicable law.

Atlas Energy Group, LLC (NYSE: ATLS) is a limited liability company which owns the following interests: all of the general partner interest, incentive distribution rights and an approximate 23% limited partner interest in its upstream oil & gas subsidiary, Atlas Resource Partners, L.P.; the general partner interests, incentive distribution rights and limited partner interests


in Atlas Growth Partners, L.P.; and a general partner interest in Lightfoot Capital Partners, an entity that invests directly in energy-related businesses and assets. For more information, please visit our website at www.atlasenergy.com (http://www.atlasenergy.com), or contact Investor Relations at InvestorRelations@atlasenergy.com.

Atlas Resource Partners, L.P. (NYSE: ARP) is an exploration & production master limited partnership which owns an interest in over 14,500 producing natural gas and oil wells, located primarily in Appalachia, the Barnett Shale (TX), the Mississippi Lime (OK), the Eagle Ford Shale (TX), the Raton Basin (NM), Black Warrior Basin (AL) and the 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 (http://www.atlasresourcepartners.com), or contact Investor Relations at InvestorRelations@atlasenergy.com.

SOURCE: Atlas Energy Group, LLC; Atlas Resource Partners, L.P.

Investor Relations, (877) 280-2857