Atlas Growth Partners, L.P.'s Form S-1 For Its Continuous $1 Billion Public Offering Declared Effective
PHILADELPHIA, April 5, 2016 /PRNewswire/ -- Atlas Energy Group, LLC (OTCQX: ATLS) announced today that the registration statement on Form S-1 (Registration Number: 333-207537) filed by its subsidiary, Atlas Growth Partners, L.P. ("AGP" or the "Partnership"), was declared effective by the Securities and Exchange Commission (the "SEC") on April 5, 2016. ATLS controls the general partner of AGP by indirectly owning 80.01% of the interests in the general partner.
AGP is offering in the aggregate up to 100,000,000 Class A common units and Class T common units, each representing limited partner interests in AGP, pursuant to a primary offering on a "best efforts" basis. The Partnership must receive minimum offering proceeds of $1.0 million to break escrow, and the maximum offering proceeds of the primary offering may not exceed $1.0 billion. The Class A common units will be sold for a cash purchase price of $10.00 and the Class T common units will be sold for a cash purchase price of $9.60, with the remaining $0.40 constituting the Class T common unitholders' deferred payment obligation to AGP. The Partnership is also offering up to 21,505,376 Class A common units at $9.30 per unit pursuant to a distribution reinvestment plan.
Investors in the primary offering will also receive warrants to purchase a number of additional common units equal to 10.00% of such investor's aggregate purchase of common units at an exercise price equal to the offering price at the time of purchase.
The offering is subject to market and other conditions, and there can be no assurance as to whether or when the offering may be completed, or as to the ultimate size of the offering. The Partnership intends to use the proceeds from the offering to pay: (i) the costs to acquire oil and gas properties; (ii) the costs to develop, operate and manage its oil and gas properties, including drilling additional oil and gas wells on the properties; (iii) the offering expenses, which include sales commissions, the dealer manager fee, the marketing fee and all other expenses such as legal, accounting, printing, travel and similar amounts related to the offering of the common units; and (iv) potentially to fund a portion of the quarterly distribution to the Partnership's unitholders.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. The offering will be made only by means of a prospectus and any prospectus supplement, if applicable, each of which is part of the effective registration statement filed by the Partnership with the SEC.
Anthem Securities, Inc. (member of FINRA/SIPC), an affiliate of Atlas Energy Group, LLC and AGP, is acting as the dealer manager for the offering. Copies of the prospectus and any prospectus supplement may be obtained from: Anthem Securities, Inc., Park Place Corporate Center One, 1000 Commerce Drive, Suite 410, Pittsburgh, Pennsylvania 15275, or by telephone (412) 262-7430. Electronic copies may also be obtained at no charge at the SEC's website at www.sec.gov.
Atlas Growth Partners, L.P. is an energy partnership formed to acquire energy assets in North America, which currently operates in the Eagle Ford shale in South Texas.
Atlas Energy Group, LLC (OTCQX: ATLS) is a limited liability company which owns the following interests: all of the general partner interest, incentive distribution rights and an approximate 23% limited partner interest in its upstream oil & gas subsidiary, Atlas Resource Partners, L.P.; the general partner interests, incentive distribution rights and limited partner interests in Atlas Growth Partners, L.P.; and a general partner interest in Lightfoot Capital Partners, an entity that invests directly in energy-related businesses and assets. For more information, please visit our website at www.atlasenergy.com, or contact Investor Relations at [email protected].
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements that involve a number of assumptions, risks and uncertainties that could cause actual results to differ materially from those contained herein. Such forward-looking statements include, but are not limited to, the fact that AGP may not reach the minimum offering amount. The primary risks that could affect actual results include that: AGP may not have sufficient available cash to pay the full target distribution, or any distribution at all, on its common units and there is no guaranty that AGP will pay distributions to its unitholders in any quarter; any distributions from AGP may be a return of capital rather than a return on unitholders' investment; there is no guarantee of return of investment or rate of return of investment because of the speculative nature of drilling of oil and gas wells; holders of AGP's common units have limited voting rights and are not entitled to elect its general partner or its board of directors; the common units are not liquid and unitholders' ability to resell AGP's common units will be limited by the absence of a public trading market and substantial transfer restrictions; the fiduciary duties of AGP's general partner's officers and directors may conflict with those they may have to affiliates of its general partner; AGP's tax treatment depends on its status as a partnership for federal and state income tax purposes and if it were to become subject to entity-level taxation for federal or state income tax purposes, taxes paid would reduce the amount of cash available for distribution; and unitholders may owe taxes in excess of the cash distributions from AGP.
All statements, other than historical facts included in this release, that address activities, events or developments that we expect or anticipate will or may occur in the future, including such things as AGP's future capital expenditures (including the amount and nature thereof), business strategy and measures to implement strategy, competitive strengths, goals, expansion and growth of AGP's business and operations, plans, market conditions, references to future success, references to intentions as to future matters and other such matters are forward-looking statements. Forward-looking statements speak only as of the date hereof, and ATLS and AGP assume no obligation to update such statements, except as may be required by applicable law.
SOURCE Atlas Energy Group, LLC
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