Atlas Resource Partners, L.P. (NYSE: ARP) (“ARP” or “the Company”) announced today the pricing of a private offering of $250 million aggregate principal amount of 9 1/4% Senior Notes due 2021 issued at 99.297%. ARP intends to use the net proceeds from the offering to fund a portion of its previously announced acquisition of natural gas assets from EP Energy E&P Company, L.P. The notes will initially be issued by ARP’s wholly-owned subsidiary, Atlas Resource Escrow Corporation, and upon consummation of the EP acquisition, will be assumed by Atlas Energy Holdings Operating Company, LLC and Atlas Resource Finance Corporation, each wholly-owned subsidiaries of ARP. The offering is expected to close on July 30, 2013, subject to the satisfaction of customary closing conditions.
The notes will not be registered under the Securities Act of 1933 or the securities laws of any state and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements under the Securities Act and applicable state securities laws. The notes may be resold by the initial purchasers pursuant to Rule 144A and Regulation S under the Securities Act. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor there be any sale of these securities in any state in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state.
Atlas Resource Partners, L.P. (NYSE: ARP)
is an exploration & production master limited partnership which owns an interest in over 10,000 producing natural gas and oil wells, primarily in Appalachia and the Barnett Shale in Texas. ARP is also the largest sponsor of natural gas and oil investment partnerships in the U.S.
Atlas Energy, L.P. (NYSE: ATLS)
is a master limited partnership which owns all of the general partner Class A units and incentive distribution rights and an approximate 37% 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.
Cautionary Note Regarding Forward-Looking Statements
This document contains 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 forward-looking statements.
ARP cautions readers that any forward-looking information is not a guarantee of future performance.
Such forward-looking statements include, but are not limited to, statements about future financial and operating results, resource potential, ARP’s plans, objectives, expectations and intentions and other statements that are not historical facts. Risks, assumptions and uncertainties that could cause actual results to materially differ from the forward-looking statements include, but are not limited to, those associated with general economic and business conditions; ARP’s ability to close the pending acquisition, on the terms described or at all; ARP’s ability to obtain required consents in order to permit the transfer of the assets included in the pending acquisition; ARP’s ability to obtain the required financing for the pending acquisition, on desirable terms or at all; the ability to obtain required regulatory approvals for the pending acquisition; ARP’s ability to realize the anticipated benefits of the proposed transaction; 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; ARP’s level of indebtedness; changes in government environmental policies and other environmental risks; the availability of drilling equipment and the timing of production; tax consequences of business transactions; and other risks, assumptions and uncertainties detailed from time to time in ARP’s reports filed with the U.S. Securities and Exchange Commission, including quarterly reports on Form 10-Q, reports on Form 8-K and annual reports on Form 10-K. Forward-looking statements speak only as of the date hereof, and ARP assumes no obligation to update such statements, except as may be required by applicable law.