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ARP > SEC Filings for ARP > Form 8-K on 3-Jun-2014All Recent SEC Filings

Show all filings for ATLAS RESOURCE PARTNERS, L.P.

Form 8-K for ATLAS RESOURCE PARTNERS, L.P.


3-Jun-2014

Entry into a Material Definitive Agreement, Creation of a Direct Fi


Item 1.01. Entry into a Material Definitive Agreement.

On June 2, 2014, Atlas Energy Holdings Operating Company, LLC and Atlas Resource Finance Corporation (collectively the "Issuers"), wholly-owned subsidiaries of Atlas Resource Partners, L.P. ("ARP"), completed the issuance and sale of an additional $100 million aggregate principal amount of their 7.750% Senior Notes due 2021 (the "Notes"). The Notes were offered and sold in a private transaction under Rule 144A and Regulation S of the Securities Act of 1933, as amended, have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the Securities Act. The Notes are unconditionally guaranteed by ARP and its wholly-owned subsidiaries (other than Atlas Energy Securities, LLC and its subsidiary) (the "Guarantors").

The Notes were issued pursuant to an existing indenture dated as of January 23, 2013 (the "Base Indenture") among the Issuers, the Guarantors and U.S. Bank National Association, as trustee (the "Trustee"), as supplemented by a supplemental indenture dated as of June 2, 2014 among the Issuers, the Guarantors and the Trustee (the "Supplemental Indenture").

The Issuers and the Guarantors also entered into a registration rights agreement (the "Registration Rights Agreement") with the Initial Purchasers dated as of June 2, 2014. Under the Registration Rights Agreement, the Issuers and the Guarantors will cause to be filed with the Securities and Exchange Commission a registration statement with respect to an offer to exchange the Notes for substantially identical notes that are registered under the Securities Act. The Issuers and the Guarantors will use their reasonable best efforts to cause the exchange offer registration statement to become effective under the Securities Act. In addition, the Issuers and the Guarantors will use their reasonable best efforts to cause the exchange offer to be consummated not later than 270 days after the issuance of the Notes. Under some circumstances, in lieu of, or in addition to, a registered exchange offer, the Issuers and the Guarantors have agreed to file a shelf registration statement with respect to the Notes. The Issuers and the Guarantors are required to pay additional interest if they fail to comply with their obligations to register the Notes within the specified time periods.

This summary of the Supplemental Indenture and the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the agreements, copies of which are attached hereto as Exhibits 10.2 and 10.3, respectively.



Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

As described under Item 1.01 above, on June 2, 2014, the Issuers completed an offering of $100 million of the Notes. The Base Indenture and Supplemental Indenture governing the Notes are filed hereto as Exhibits 10.1 and 10.2, respectively, and are incorporated herein by this reference.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

10.1 Indenture dated as of January 23, 2013

10.2 Supplemental Indenture dated as of June 2, 2014

10.3 Registration Rights Agreement dated as of June 2, 2014


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