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): September 29, 2017
Atlas Energy Group, LLC
(Exact name of registrant specified in its charter)
| Delaware | 001-36725 | 45-3741247 | ||
| (State or Other Jurisdiction Of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
425 Houston Street, Suite 300
Fort Worth, TX 76102
(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 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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 1.01 | Entry Into a Material Definitive Agreement. |
On September 29, 2017, Atlas Energy Group, LLC (the “Company”), together with New Atlas Holdings, LLC, entered into a letter agreement (the “Letter Agreement”) with Riverstone Credit Partners, L.P., as administrative agent, and the lenders under the Company’s first lien credit agreement (the “First Lien Facility”). Pursuant to the Letter Agreement, the maturity date under the First Lien Facility was extended from September 30, 2017 to December 29, 2017.
This summary of the Letter Agreement does not purport to be complete and are subject to, and qualified in its entirety by, the full text of the Letter Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits. |
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 ENERGY GROUP, LLC | ||||||
| Dated: October 2, 2017 | By: | /s/ Jeffrey M. Slotterback | ||||
| Name: | Jeffrey M. Slotterback | |||||
| Title: | Chief Financial Officer | |||||
Exhibit 10.1
September 29, 2017
Atlas Energy Group, LLC (the “Parent”)
New Atlas Holdings, LLC (the “Borrower”)
1845 Walnut Street, 10th Floor
Philadelphia, Pennsylvania 19103
Attention: Jeffrey Slotterback
| Re: | Extension Letter |
Ladies and Gentlemen:
We refer to that certain Credit Agreement dated as of August 10, 2015 (as amended, modified or otherwise supplemented from time to time, the “Credit Agreement”) among the Borrower, the Parent, the lenders party thereto (the “Lenders”) and Riverstone Credit Partners, L.P., as the administrative agent (the “Agent”). Capitalized terms not otherwise defined herein shall have the meanings given to such terms in the Credit Agreement.
As requested by the Parent and the Borrower, the definition of “Maturity Date” set forth in the Credit Agreement shall be amended by replacing the reference to “September 30, 2017” therein with “December 29, 2017”.
Except as provided herein, the Credit Agreement and the other Loan Documents shall remain in full force and effect and are hereby ratified and confirmed by the Borrower.
This letter agreement shall be and remain attached to and shall constitute an integral part of the Credit Agreement. Except as expressly set forth herein, all terms of the Credit Agreement and the other Loan Documents shall be and remain in full force and effect and are hereby ratified and confirmed.
This letter agreement shall be governed by, and construed in accordance with, the laws of the State of New York. This letter may be executed in any number of separate counterparts, each of which shall, collectively and separately, constitute one agreement. Delivery of an executed counterpart of this letter agreement by facsimile transmission or by electronic mail in pdf form shall be as effective as delivery of a manually executed counterpart hereof.
[Signature page follows.]
| Sincerely, | ||
| RIVERSTONE CREDIT PARTNERS, L.P., as Administrative Agent and as a Lender | ||
| By: | RCP F1 GP, L.P., its general partner | |
| By: | RCP F1 GP, L.L.C., its general partner | |
| By: | /s/ Jamie Brodsky | |
| Name: | Jamie Brodsky | |
| Title: | Manager | |
| AEG ASSET MANAGEMENT, LLC, as a Lender | ||
| By: | /s/ Jeffrey Slotterback | |
| Name: | Jeffrey Slotterback | |
| Title: | Chief Financial Officer | |
| THE LEON AND TOBY COOPERMAN FAMILY FOUNDATION, as a Lender | ||
| By: | /s/ Leon G. Cooperman | |
| Name: | Leon G. Cooperman | |
| Title: | Trustee | |
Acknowledged and agreed:
| ATLAS ENERGY GROUP, LLC NEW ATLAS HOLDINGS, LLC | ||
| By: | /s/ Jeffrey Slotterback | |
| Name: | Jeffrey Slotterback | |
| Title: | Chief Financial Officer | |
Signature page to Extension Letter