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Issuances of Units
12 Months Ended
Dec. 31, 2016
Proceeds From Issuance Or Sale Of Equity [Abstract]  
Issuances Of Units Text Block

NOTE 13 – ISSUANCES OF UNITS

As of the Plan Effective Date, we had 5,416,667 shares of our common equity outstanding. Titan Management holds our Series A Preferred Share, which entitles Titan Management to 2% of the aggregate of distributions paid to shareholders (as if it held 2% of our members’ equity, subject to dilution if catch-up contributions are not made with respect to future equity issuances, other than pursuant to the management incentive plan) and certain other rights as provided for in the Restructuring Support Agreement. We have a continuing right to purchase the preferred share at fair market value (as determined pursuant to the methodology provided for in our limited liability company agreement), subject to the receipt of certain approvals, including the holders of at least 67% of the outstanding common shares of us unaffiliated with Titan Management voting in favor of the exercise of the right to purchase the preferred share.

On the Plan Effective Date, all of our Predecessor’s preferred limited partnership units and common limited partnership units were cancelled without the receipt of any distribution or consideration.

On July 31, 2016, our Predecessor’s 3,749,986 Class C Preferred Units that were issued to ATLS on July 31, 2013, were converted into 3,749,986 common units and the associated warrant issued to ATLS to purchase 562,497 of its common units expired.

On July 12, 2016, our Predecessor received notification from the New York Stock Exchange (“NYSE”) that the NYSE commenced proceedings to delist its common units as a result of our failure to comply with the continued listed standards set forth in Section 802.01C of the NYSE Listed Company Manual to maintain an average closing price of $1.00 per unit over a consecutive 30 day period. Our Predecessor’s Class D Preferred Units and Class E Preferred Units were also delisted from the NYSE. Our Predecessor’s common units, Class D Preferred Units, and Class E Preferred Units began trading on the OTC market on July 13, 2016 with the ticker symbol “ARPJ” for its common units, “ARPJP” for its Class D Preferred Units, and “ARPJN” for its Class E Preferred Units.

On May 12, 2016, due to the income tax ramifications of the potential strategic options our Predecessor was considering, our Predecessor’s Board of Directors delayed the vesting date of approximately 110,000 units granted to employees, directors and officers until March 2017.  The phantom units were set to vest between May 15, 2016 and August 31, 2016. As a result of the Chapter 11 Filings, our Predecessor’s 2012 Long-Term Incentive Plan was cancelled (see Note 15).

Our Predecessor had an equity distribution agreement with Deutsche Bank Securities Inc., as representative of the several banks named therein (the “Agents”). Pursuant to its equity distribution agreement, our Predecessor sold from time to time through the Agents its common units representing limited partner interests of the Predecessor having an aggregate offering price of up to $100.0 million. Sales of its common units were made in negotiated transactions or transactions that are deemed to be “at-the-market” offerings as defined in Rule 415 of the Securities Act, including sales made directly on the New York Stock Exchange, the former trading market for its common units, or sales made to or through a market maker other than on an exchange or through an electronic communications network. Our Predecessor paid each of the Agents a commission, which in each case was not more than 2.0% of the gross sales price of common units sold through such Agent. Under the terms of its equity distribution agreement, our Predecessor sold common units from time to time to any Agent as principal for its own account at a price to be agreed upon at the time of sale. Any sale of its common units to an Agent as principal was pursuant to the terms of a separate terms agreement between the Predecessor and such Agent. During the Predecessor period from January 1, 2016 through August 31, 2016, our Predecessor issued 245,175 common limited partner units under its equity distribution program for net proceeds of $0.2 million, net of $4,000 in commissions and offering expenses paid. During the year ended December 31, 2015, our Predecessor issued 9,803,451 common limited partner units under the equity distribution program for net proceeds of $44.2 million, net of $1.1 million in commissions and offering expenses paid. No units were sold under the equity distribution program during the year ended December 31, 2014.

In August 2015, our Predecessor entered into a distribution agreement with MLV & Co. LLC (“MLV”), which it terminated and replaced in November 2015, when our Predecessor entered into a distribution agreement with MLV and FBR Capital Markets & Co. in which it sold its 8.625% Class D Cumulative Redeemable Perpetual Preferred Units (“Class D Preferred Units”) and Class E Cumulative Redeemable Perpetual Preferred Units (“Class E Preferred Units”). Under both the August 2015 ATM Agreement and the November 2015 ATM Agreement, our Predecessor did not issue any Class D Preferred units nor Class E Preferred Units under its preferred equity distribution program for the Predecessor period from January 1, 2016 through August 31, 2016. During the year ended December 31, 2015, our Predecessor issued 90,328 Class D Preferred Units and 1,083 Class E Preferred Units for net proceeds of $0.9 million, net of $0.3 million in commissions and offering expenses paid. Under the November 2015 ATM Agreement, our Predecessor did not issue any Class D Preferred Units nor Class E Preferred Units under the preferred equity distribution program, but incurred $0.1 million of net offering expenses

In May 2015, in connection with the Arkoma Acquisition, our Predecessor issued 6,500,000 of its common limited partner units in a public offering at a price of $7.97 per unit, yielding net proceeds of $49.7 million. Our Predecessor used a portion of the net proceeds to fund the Arkoma Acquisition and to reduce borrowings outstanding under its Old First Lien Credit Facility.

In April 2015, our Predecessor issued 255,000 of its Class E Preferred Units at a public offering price of $25.00 per unit for net proceeds of $6.0 million.

On March 31, 2015, to partially pay its portion of a quarterly installment related to the Eagle Ford acquisition, our Predecessor issued an additional 800,000 Class D Preferred Units to the seller at a value of $25.00 per unit.

In October 2014, our Predecessor issued 3,200,000 8.625% Class D Preferred Units at a public offering price of $25.00 per Class D Preferred Unit, yielding net proceeds of approximately $77.3 million from the offering, after deducting underwriting discounts and estimated offering expenses. Our Predecessor used the net proceeds from the offering to fund a portion of the Eagle Ford Acquisition (see Note 4). On March 31, 2015, to partially pay its portion of the quarterly installment related to the Eagle Ford Acquisition, our Predecessor issued an additional 800,000 Class D Preferred Units to the seller at a value of $25.00 per unit. On January 15, 2015 our Predecessor paid an initial quarterly distribution of $0.616927 per unit for the extended period from October 2, 2014 through January 14, 2015 to holders of record as of January 2, 2015 (see Note 14). Our Predecessor paid distributions on a quarterly basis, at an annual rate of $2.15625 per unit, or 8.625% of the $25.00 liquidation preference.

The Class D and Class E Preferred Units ranked senior to our Predecessor’s common units and Class C Preferred Units with respect to the payment of distributions and distributions upon a liquidation event.

In May 2014, in connection with the Rangely Acquisition (see Note 4), our Predecessor issued 15,525,000 of its common limited partner units (including 2,025,000 units pursuant to an over-allotment option) in a public offering at a price of $19.90 per unit, yielding net proceeds of approximately $297.3 million.

In March 2014, in connection with the GeoMet Acquisition (see Note 4), our Predecessor issued 6,325,000 of its common limited partner units (including 825,000 units pursuant to an over-allotment option) in a public offering at a price of $21.18 per unit, yielding net proceeds of approximately $129.0 million.