Atlas announces distribution ratio for spin-off of Atlas Energy Group

Atlas Energy, L.P. (the Partnership) has announced significant progress towards the completion of the previously announced spin-off of Atlas Energy's non-midstream assets. The spin-off will occur through the distribution of common units representing limited liability company interests in Atlas Energy Group, LLC, a wholly owned subsidiary of the Partnership that will hold the Partnership's assets and liabilities other than those related to it midstream business.

On 5 February 2015, the US Securities and Exchange Commission (SEC) completed its review and declared effective the Registration Statement on Form 10, as amended, filed by Atlas Energy Group for the distribution. The effectiveness of the Form 10 was a key condition to the planned distribution. The Form 10 contains an information statement that will be made available to all unitholders entitled to receive the distribution of Atlas Energy Group common units prior to the distribution date, which provides additional details about Atlas Energy Group and the conditions to the distribution.

Distribution of Atlas Energy Group common units

The Board of Directors of the Partnership's general partner has declared a distribution of one Atlas Energy Group common unit for every two Partnership common units held at the close of business on 25 February 2015, the previously announced record date of the distribution. Cash will be received in lieu of fractional units of Atlas Energy Group. The distribution of Atlas Energy Group units is expected to be effective on 28 February 2015 in conjunction with the previously announced proposed mergers of the Partnership and Atlas Pipeline Partners, L.P. with Targa Resources Corp. and Targa Resources Partners LP, respectively.

Assets to be initially held by Atlas Energy Group

Atlas Energy Group's assets at the time of the distribution are expected to consist of the following:

• 100% of the general partner interest and incentive distribution rights in the Partnership's E&P subsidiary, Atlas Resource Partners, L.P., as well as the Partnership's approximately 24.7 million limited partner units in ARP.
• 80% of the general partner interest and incentive distribution rights, as well as the Partnership's approximately 1.7% limited partner interest, in the Partnership's E&P Development Subsidiary, which conducts operations in the Eagle Ford shale in the mid-continent region of the United States.
• A 16% general partner interest and 12% limited partner interest in Lightfoot Capital Partners, a business that incubates new master limited partnerships (MLPs) and invests in existing MLPs. Lightfoot owns the general partner interest, incentive distribution rights and an approximately 40% limited partner interest in Arc Logistics Partners LP, an independent US-based energy logistics service provider.
• Coal-bed methane producing natural gas assets in the Arkoma basin in eastern Oklahoma.

Adapted from press release by Rosalie Starling

Read the article online at: https://www.worldpipelines.com/business-news/11022015/atlas-announces-distribution-ratio-for-spin-off-of-atlas-energy-group-121/