Market Overview

Atlas Energy Announces Record And Distribution Dates For Spin-Off Of Atlas Energy Group, LLC


Atlas Energy, L.P. (NYSE: ATLS) ("Atlas Energy" or "ATLS") has announced that its Board of Directors has approved the record and distribution dates for the spin-off of its non-midstream assets ("the Spin-Off") and declared a distribution to the ATLS unitholders of common units representing a 100% limited liability company interest in Atlas Energy Group, LLC, a wholly owned subsidiary of ATLS that will hold ATLS's assets and liabilities other than those related to it midstream business ("New Atlas").

Subject to the satisfaction or waiver of the conditions to the Spin-Off described below, each ATLS unitholder will receive one common unit of New Atlas for each ATLS common unit held at the close of business on Wednesday, February 25, 2015, the record date of the distribution. Cash will be received in lieu of fractional units of New Atlas. The distribution of New Atlas units is expected to be effective on Saturday, February 28, 2015 in conjunction with the previously announced proposed mergers of ATLS 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. New Atlas common units are expected to begin regular trading on or about March 2, 2015 on the New York Stock Exchange under the symbol "ATLS."

As previously announced, the proposed mergers of Atlas Energy 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 New Atlas 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 ATLS, the approval of the APL Merger by the unitholders of APL, the effectiveness of Atlas Energy Group's registration statement on Form 10, the authorization for listing of the New Atlas common units on the New York Stock Exchange and other customary closing conditions.

No action is required by ATLS unitholders to receive New Atlas common units in the Spin-Off. ATLS intends to make an information statement available to all unitholders entitled to receive the distribution of New Atlas common units prior to the distribution date. The information statement is an exhibit to New Atlas's registration statement on Form 10, which has been filed with the U.S. Securities Exchange Commission (the "SEC") and describes New Atlas and the risks associated with owning New Atlas common units, as well as the conditions to the distribution and other details regarding the Spin-Off.

Posted-In: News Press Releases


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