Atlas approves mergers with Targa

Atlas Energy, L.P. and its midstream oil and gas subsidiary, Atlas Pipeline Partners, L.P., have announced that ATLS and APL unitholders, at respective special unitholder meetings, approved the pending merger transactions of Atlas Energy with a subsidiary of Targa Resources Corp. and Atlas Pipeline with a subsidiary of Targa Resources Partners LP.

Approximately 99.28% of the votes cast at ATLS' special meeting of unitholders voted in favour of the merger with TRC, and approximately 52.83% of the units were cast of the total outstanding ATLS common units as of the record date of 22 January, 2015.

Atlas Pipeline also held a special meeting of its unitholders, from which approximately 98.21% of the votes cast were in favour of the merger between APL and TRP, and approximately 54.84% units were cast of the total outstanding APL common units as of the record date of 22 January, 2015.

TRC also held a special meeting of its shareholders today, from which approximately 91.50% of those TRC shares that were voted approved the merger transaction between Atlas Energy and TRC, and approximately 76.15% of the outstanding TRC shares as of the record date of 22 January, 2015 were voted. 

The receipt of these unitholder and stockholder approvals is a significant step towards the completion of the ATLS Merger, the APL Merger and the previously announced spin-off of Atlas Energy's non-midstream assets (the Spin-Off). The Spin-Off will occur through the distribution to the Atlas Energy unitholders of one common unit of Atlas Energy Group, LLC, which will hold Atlas Energy's assets and liabilities other than those related to its midstream business, for every two Atlas Energy common units held at the close of business on 25 February, 2015, the previously announced record date of the distribution. The distribution of AEG units is expected to be effective after the close of business on 27 February, 2015 in conjunction with the expected closing of the merger transactions. 

AEG's common units are expected to begin trading on the NYSE on a "when issued" basis on 24 February, 2015 under the symbol "ATLS.wi". On 2 March, 2015, "when issued" trading is expected to end and "regular way" trading is expected to begin for Atlas Energy Group under the ticker symbol "ATLS," and Atlas Energy's common units will cease trading. Any Atlas Energy unitholders who sell Atlas Energy units "regular way" on or before the distribution date will also be selling their right to receive AEG common units in the distribution. Investors are encouraged to consult with their financial advisors regarding the specific implications of buying or selling Atlas Energy common units on or before the distribution date. 

The ATLS Merger and APL Merger will occur immediately following the Spin-Off. The ATLS Merger, the APL Merger and the Spin-Off are conditioned on the other and will each occur only if the others occur. Each of the ATLS Merger, APL Merger and the Spin-Off remain subject to the satisfaction of customary closing conditions.No action is required by Atlas Energy unitholders to receive AEG common units in the distribution. AEG is currently subject to the information and reporting requirements of the Securities Exchange Act of 1934, and will file periodic reports, proxy statements and other required information with the SEC.

Adapted from press release by Hannah Priestley-Eaton

Read the article online at: https://www.worldpipelines.com/business-news/23022015/atlas-approves-mergers-with-targa/