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EX-99.2 - EX-99.2 - Atlas Energy Group, LLCd866840dex992.htm
EX-99.1 - EX-99.1 - Atlas Energy Group, LLCd866840dex991.htm

 

 

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): February 5, 2015

Commission file number 001-36725

 

 

ATLAS ENERGY GROUP, LLC

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   45-3741247

(State of incorporation

or organization)

 

(I.R.S. Employer

Identification No.)

Park Place Corporate Center One

1000 Commerce Drive, Suite 400

Pittsburgh, PA 15275

(Address of principal executive offices) (Zip code)

Registrant’s telephone number, including area code: (412) 489-0006

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

 

 

Check the appropriate box 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 (127 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (27 CFR 240.14d-2 (b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (27 CFR 240.13e-4(c))

 

 

 


Item 8.01 Other Events.

Atlas Energy Group, LLC (the “Company”) previously filed with the U.S. Securities and Exchange Commission a registration statement on Form 10, initially filed on November 5, 2014 and most recently amended on January 30, 2015 (as amended, the “Registration Statement”), relating to the distribution by Atlas Energy, L.P. (NYSE: ATLS) (“Atlas Energy”) to its unitholders of common units representing a 100% limited liability company interest in the Company. The Registration Statement became effective after the close of business on February 5, 2015. The Registration Statement includes a preliminary information statement that describes the distribution and provides important information regarding the Company’s business and management.

The final information statement, dated February 9, 2015 (the “Information Statement”), is attached hereto as Exhibit 99.1. Atlas Energy has made the Information Statement publicly available on or about February 9, 2015. On February 9, 2015, Atlas Energy began mailing to its unitholders an Important Notice Regarding the Availability of Materials, the form of which is attached hereto as Exhibit 99.2.

As further described in the Information Statement, subject to the satisfaction or waiver of the conditions to the distribution, each Atlas Energy unitholder will receive one common unit of the Company for every two common units of Atlas Energy held as of the close of business on February 25, 2015, the record date for the distribution. Atlas Energy unitholders will receive cash in lieu of fractional units of the Company. The distribution is expected to be effective on February 28, 2015 in conjunction with the previously announced proposed mergers of Atlas Energy and Atlas Pipeline Partners, L.P. (NYSE: APL) (“APL”) with Targa Resources Corp. (NYSE: TRGP) (“TRC”) and Targa Resources Partners LP (NYSE: NGLS) (“TRP”), respectively. The distribution of the Company’s common units is subject to the satisfaction or waiver of the conditions to these mergers, including the approval by the TRC stockholders of the issuance of TRC stock in the merger of Atlas Energy and TRC, the approval by the Atlas Energy unitholders of the merger of Atlas Energy and TRC, the approval by the APL unitholders of the merger of APL and TRP and other customary closing conditions, as set forth in the Information Statement. The Company’s common units are expected to begin trading “regular way” on the New York Stock Exchange under the ticker symbol “ATLS” on March 2, 2015, the first trading day following the distribution.

Exhibit 99.1 and Exhibit 99.2 are being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall they be deemed to be incorporated by reference in any registration statement or other document filed under the U.S. Securities Act of 1933, as amended, except as otherwise expressly stated in such filing.

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 involve a number of assumptions, risks and uncertainties that could cause actual results to differ materially from those contained in the forward-looking statements.

 

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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 between Atlas Energy and TRC 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; the Company’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 the Company 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; the Company’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, Atlas Resource Partners, L.P.’s (“ARP”), APL’s and the Company’s reports filed with the Securities and Exchange Commission, including risks, assumptions and uncertainties described in the Company’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.

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit

No.

  

Exhibit Description

99.1    Information Statement of Atlas Energy Group, LLC, dated February 9, 2015.
99.2    Form of Important Notice Regarding the Availability of Materials

 

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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 thereunto duly authorized.

 

ATLAS ENERGY GROUP, LLC
February 9, 2015 By:

/s/ Sean McGrath

Sean McGrath
Chief Financial Officer

 

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