Atlas Energy Files Form 10 Registration Statement For Spin-off Of Non-midstream Assets

PHILADELPHIA, Nov. 5, 2014 /PRNewswire/ -- Atlas Energy, L.P. ATLS announced today that its wholly owned subsidiary Atlas Energy Group, LLC ("Atlas Energy Group"), has filed a Form 10 registration statement with the U.S. Securities and Exchange Commission ("SEC") in connection with the previously announced spin-off of ATLS's non-midstream assets. 

Edward E. Cohen, Chief Executive Officer of ATLS, said, "The filing of the Form 10 is an important step towards the establishment of Atlas Energy Group as a new platform for growth and opportunity. It is our hope that this forthcoming new operation will provide profits to our unit holders comparable to or even greater than those generated by our earlier Atlas ventures."

The Form 10 contains a preliminary Information Statement about the expected terms and conditions of the spin-off of Atlas Energy Group to ATLS unitholders. The Form 10 also provides initial information about Atlas Energy Group as a standalone business, including financial information, risk factors and a discussion of the business strengths and strategies.  The distribution of Atlas Energy Group units to the ATLS unitholders is expected to be completed during the first quarter 2015, subject to the satisfaction of certain conditions outlined below.

Assets to be Initially Held by Atlas Energy Group

Atlas Energy Group is expected to provide significant opportunities for ATLS unitholders to take advantage of the general partner interests it will hold in multiple enterprises and foster future expansion projects.

"The birth of Atlas Energy Group marks yet another chapter in a strong tradition of growth here at Atlas," added Jonathan Z. Cohen, Executive Chairman of ATLS. "Having created and expanded several enterprises over the years, we expect Atlas Energy Group to provide an even greater ability to capitalize on opportunities for our unitholders. We see significant potential to pursue strategic activities through Atlas Energy Group to expand our businesses."

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 its E&P subsidiary, Atlas Resource Partners, L.P. ARP, as well as ATLS's approximately 24.7 million limited partner units in ARP;
• 80% of the general partner interest and incentive distribution rights, as well as ATLS's approximately 2.5% limited partner interest, in ATLS' 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 ARCX, an independent U.S.-based energy logistics service provider; and
• Coal-bed methane producing natural gas assets in the Arkoma basin, which have net production of approximately 11.5 million cubic feet per day.

Anticipated Cash Distributions of Atlas Energy Group

Atlas Energy Group expects its initial annualized distribution to be $1.25 per unit based upon the cash flow generated from its interests in these assets.  The information statement included in the Form 10 provides a detailed forecast of Atlas Energy Group's cash available to support this distribution.  Atlas Energy Group also plans to enter into a term loan of approximately $155 million to repay certain ATLS indebtedness that is currently allocated to ATLS's non-midstream assets, resulting in a pro forma leverage ratio of approximately 2.0x.

Transaction Structure

Immediately prior to the closing of the previously announced acquisition of ATLS by Targa Resources Corp. (TRC), ATLS will transfer its non-midstream assets to Atlas Energy Group and then distribute to the ATLS unitholders common units representing a 100% limited liability company interest in Atlas Energy Group.  The distribution is subject to the satisfaction of certain conditions, including the effectiveness of the Form 10 and satisfaction or waiver of the conditions to the consummation of the acquisition of ATLS by TRC.  The acquisition of ATLS by TRC is subject to, among other conditions, the approval of the acquisition by holders of a majority of the outstanding limited partner interests in ATLS and the approval of a majority of the shareholders of TRC voting at the meeting to approve the transaction.  The ATLS transaction is also cross-conditioned on the previously announced acquisition of APL by TRP, which is subject to, among other conditions, the approval of the acquisition by holders of a majority of the outstanding limited partner interests in APL. 

Interested parties are invited to access the live webcast of an investor call with management to discuss Atlas Energy's third quarter 2014 financial results on Tuesday, November 11, 2014 at 9:00 am ET by going to the Investor Relations section of Atlas Energy's website at www.atlasenergy.com.  For those unavailable to listen to the live broadcast, the replay of the webcast will be available following the live call on the Atlas Energy website and telephonically beginning at 12:00 pm ET on November 11, 2014 at by dialing 855-859-2056, passcode: 19173828.

Atlas Energy, L.P. 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 Resource Partners, L.P. 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 Raton Basin (NM), Black Warrior Basin (AL) and the Rangely Field in Colorado.  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.

Cautionary Note Regarding Forward-Looking Statements

Certain statements contained herein are "forward-looking statements". 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 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 ATLS'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; and any changes in general economic and/or industry specific conditions; and other risks, assumptions and uncertainties detailed from time to time in ATLS', ARP's and APL's reports filed with the U.S. Securities and Exchange Commission, including 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.

Contact: Brian Begley
Vice President, Investor Relations
(877) 280-2857
(215) 405-2718 (fax)

SOURCE Atlas Energy, L.P.