As filed with the Securities and Exchange Commission on September 7, 2016
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT NO. 333-182616
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT NO. 333-183995
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT NO. 333-193238
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT NO. 333-202827
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT NO. 333-203269
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT NO. 333-203800
UNDER
THE SECURITIES ACT OF 1933
ATLAS RESOURCE PARTNERS, L.P.
Atlas Resource Partners Holdings, LLC
Atlas Resource Finance Corporation
and Other Registrants*
(Exact Name of Registrant as Specified in Its Charter)
| Delaware Delaware Delaware |
1311 | 45-3591625 27-4735285 90-0812516 | ||
| (State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
| Park Place Corporate Center One 100 Commerce Drive, Suite 400 Pittsburgh, PA 15275 (800) 251-0171 |
Edward E. Cohen Park Place Corporate Center One 100 Commerce Drive, Suite 400 Pittsburgh, PA 15275 (800) 251-0171 | |
| (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) |
(Name, address, including zip code, and telephone number, including area code, of agent for service) |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ¨ | Accelerated filer | x | |||
| Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | ¨ | |||
*TABLE OF ADDITIONAL REGISTRANT GUARANTORS
| Exact name of registrant as specified in its charter |
State or other jurisdiction of incorporation or organization |
I.R.S. Employer Identification Number |
Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices | |||
| Atlas Resources, LLC | Pennsylvania | 20-4822875 | Park Place Corporate Center One 1000 Commerce Drive, 4th Floor Pittsburgh, PA 15275-1011 (800) 251-0171 | |||
| Viking Resources, LLC | Pennsylvania | 20-5365124 | Park Place Corporate Center One 1000 Commerce Drive, 4th Floor Pittsburgh, PA 15275-1011 (800) 251-0171 | |||
| Resource Energy, LLC | Delaware | 20-5365174 | Park Place Corporate Center One 1000 Commerce Drive, 4th Floor Pittsburgh, PA 15275-1011 (800) 251-0171 | |||
| ARP Barnett, LLC | Delaware | 90-0812567 | Park Place Corporate Center One 1000 Commerce Drive, 4th Floor Pittsburgh, PA 15275-1011 (800) 251-0171 | |||
| ARP Barnett Pipeline, LLC | Delaware | 61-1682295 | Park Place Corporate Center One 1000 Commerce Drive, 4th Floor Pittsburgh, PA 15275-1011 (800) 251-0171 | |||
| Atlas Barnett, LLC | Texas | 26-2654688 | Park Place Corporate Center One 1000 Commerce Drive, 4th Floor Pittsburgh, PA 15275-1011 (800) 251-0171 | |||
| Atlas Noble, LLC | Delaware | 20-5365139 | Park Place Corporate Center One 1000 Commerce Drive, 4th Floor Pittsburgh, PA 15275-1011 (800) 251-0171 | |||
| REI-NY, LLC | Delaware | 20-5365147 | Park Place Corporate Center One 1000 Commerce Drive, 4th Floor Pittsburgh, PA 15275-1011 (800) 251-0171 | |||
| Atlas Energy Indiana, LLC | Indiana | 26-3210546 | Park Place Corporate Center One 1000 Commerce Drive, 4th Floor Pittsburgh, PA 15275-1011 (800) 251-0171 | |||
| Atlas Energy Tennessee, LLC | Pennsylvania | 26-2770794 | Park Place Corporate Center One 1000 Commerce Drive, 4th Floor Pittsburgh, PA 15275-1011 (800) 251-0171 | |||
| Atlas Energy Ohio, LLC | Ohio | 20-5365198 | Park Place Corporate Center One 1000 Commerce Drive, 4th Floor Pittsburgh, PA 15275-1011 (800) 251-0171 | |||
| ARP Oklahoma LLC | Oklahoma | 90-0815193 | Park Place Corporate Center One 1000 Commerce Drive, 4th Floor Pittsburgh, PA 15275-1011 (800) 251-0171 | |||
| Atlas Energy Colorado, LLC | Colorado | 45-2120015 | Park Place Corporate Center One 1000 Commerce Drive, 4th Floor Pittsburgh, PA 15275-1011 (800) 251-0171 |
| Resource Well Services, LLC | Delaware | 20-5365162 | Park Place Corporate Center One 1000 Commerce Drive, 4th Floor Pittsburgh, PA 15275-1011 (800) 251-0171 | |||
| ARP Production Company, LLC | Delaware | 90-0999968 | Park Place Corporate Center One 1000 Commerce Drive, 4th Floor Pittsburgh, PA 15275-1011 (800) 251-0171 | |||
| ARP Mountaineer Production, LLC | Delaware | 80-0959365 | Park Place Corporate Center One 1000 Commerce Drive, 4th Floor Pittsburgh, PA 15275-1011 (800) 251-0171 | |||
| ARP Rangely Production, LLC | Delaware | 46-5641625 | Park Place Corporate Center One 1000 Commerce Drive, 4th Floor Pittsburgh, PA 15275-1011 (800) 251-0171 | |||
| ARP Eagle Ford, LLC | Texas | 47-1846894 | Park Place Corporate Center One 1000 Commerce Drive, 4th Floor Pittsburgh, PA 15275-1011 (800) 251-0171 | |||
| Atlas Pipeline Tennessee, LLC | Pennsylvania | 83-0504919 | Park Place Corporate Center One 1000 Commerce Drive, 4th Floor Pittsburgh, PA 15275-1011 (800) 251-0171 | |||
| ATLS Production Company, LLC | Delaware | 46-3060124 | Park Place Corporate Center One 1000 Commerce Drive, 4th Floor Pittsburgh, PA 15275-1011 (800) 251-0171 |
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 relates to the following Registration Statements on Form S-3 (collectively, the “Registration Statements”), originally filed by Atlas Resource Partners, L.P., a Delaware limited partnership (the “Partnership”), with the Securities and Exchange Commission:
| • | Registration Statement No. 333-182616, filed on July 11, 2012, registering the offer and sale by certain selling unitholders from time to time of up to 5,527,945 common units representing limited partner interests in the Partnership (the “Common Units”); |
| • | Registration Statement No. 333-183995, filed on September 19, 2012, registering the offer and sale by certain selling unitholders from time to time of up to 7,683,438 Common Units; |
| • | Registration Statement No. 333-193238, filed on January 9, 2014, registering the offer and sale by the Partnership from time to time of up to an aggregate of $100,000,000 of Common Units and preferred units representing limited partner interests in the Partnership (the “Preferred Units”); |
| • | Registration Statement No. 333-202827, filed on March 17, 2015, registering the offer and sale by certain selling unitholders from time to time of up to 24,712,471 Common Units; |
| • | Registration Statement No. 333-203269, filed on April 6, 2015, registering the offer and sale by certain selling unitholders from time to time of up to 800,000 8.625% Class D Cumulative Redeemable Perpetual Preferred Units; and |
| • | Registration Statement No. 333-203800, filed on May 1, 2015, registering the offer and sale by the Partnership and certain subsidiaries from time to time of up to $600,000,000 of Common Units, Preferred Units, subordinated units representing limited partner interests in the Partnership, warrants and debt securities and guarantees. |
On August 26, 2016, an order confirming the pre-packaged plan of reorganization (the “Plan”) of the Partnership and certain of its subsidiaries (collectively with the Partnership, “Atlas”) was entered by the United States Bankruptcy Court for the Southern District of New York. On September 1, 2016, Atlas substantially consummated the Plan and emerged from their Chapter 11 cases. As part of the transactions undertaken pursuant to the Plan, the Partnership’s equity was cancelled, the Partnership dissolved and Titan Energy, LLC, an affiliate of the Partnership, became the successor issuer to the Partnership pursuant to Rule 12g-3 of the Securities Exchange Act of 1934, as amended.
As a result of the completion of the transactions contemplated by the Plan, the Partnership has terminated all offerings of securities pursuant to the Registration Statements. In accordance with the undertakings made by the Partnership in the Registration Statements to remove from registration, by means of a post-effective amendment, any of the securities that had been registered for issuance that remain unsold at the termination of such offering, the Partnership hereby removes from registration by means of this Post-Effective Amendment No. 1 all of such securities registered but unsold under the Registration Statements.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statements on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Philadelphia, Commonwealth of Pennsylvania on September 7, 2016.
| TITAN ENERGY, LLC, | ||
| as successor to Atlas Resource Partners, L.P. and as converted from Atlas Resource Finance Corporation | ||
| By: | /s/ Jeffrey M. Slotterback | |
| Name: Jeffrey M. Slotterback | ||
| Title: Chief Financial Officer | ||
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to the Registration Statements on Form S-3 has been signed below by the following persons in the capacities and on the dates indicated below.
| /s/ Daniel C. Herz Daniel C. Herz |
Chief Executive Officer and Director (Principal Executive Officer) |
September 7, 2016 | ||
| /s/ Jeffrey M. Slotterback Jeffrey M. Slotterback |
Chief Financial Officer and Director (Principal Financial Officer) |
September 7, 2016 | ||
| /s/ Matthew J. Finkbeiner Matthew J. Finkbeiner |
Chief Accounting Officer (Principal Accounting Officer) |
September 7, 2016 | ||
| /s/ Edward E. Cohen Edward E. Cohen |
Executive Chairman of the Board | September 7, 2016 | ||
| /s/ Jonathan Z. Cohen Jonathan Z. Cohen |
Executive Vice Chairman of the Board | September 7, 2016 | ||
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Post-Effective Amendment No. 1 to the Registration Statements on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in Philadelphia, Pennsylvania, on September 7, 2016.
| ATLAS RESOURCE PARTNERS HOLDINGS, LLC | ||
| By: | Titan Energy Operating, LLC, its sole member | |
| By: | Titan Energy Management, LLC, its manager | |
| ATLAS RESOURCES, LLC VIKING RESOURCES, LLC RESOURCE ENERGY, LLC ATLAS NOBLE, LLC REI-NY, LLC ATLAS ENERGY INDIANA, LLC ATLAS ENERGY TENNESSEE, LLC ATLAS ENERGY OHIO, LLC ATLAS ENERGY COLORADO, LLC RESOURCE WELL SERVICES, LLC ARP BARNETT, LLC ARP BARNETT PIPELINE, LLC ATLAS BARNETT, LLC ARP PRODUCTION COMPANY, LLC ARP MOUNTAINEER PRODUCTION, LLC ARP OKLAHOMA, LLC ARP RANGELY PRODUCTION, LLC ATLAS PIPELINE TENNESSEE, LLC ARP EAGLE FORD, LLC ATLS PRODUCTION COMPANY, LLC | ||
| By: | Atlas Resource Partners Holdings, LLC, its sole member | |
| By: | Titan Energy Operating, LLC, its sole member | |
| By: | Titan Energy Management, LLC, its manager | |
| By: | /s/ Jeffrey M. Slotterback | |
| Name: Jeffrey M. Slotterback | ||
| Title: Chief Financial Officer | ||
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to the Registration Statements on Form S-3 has been signed below by the following persons in the capacities and on the dates indicated below.
| /s/ Daniel C. Herz Daniel C. Herz |
Chief Executive Officer and Director (Principal Executive Officer) |
September 7, 2016 | ||
| /s/ Jeffrey M. Slotterback Jeffrey M. Slotterback |
Chief Financial Officer and Director (Principal Financial Officer) |
September 7, 2016 | ||
| /s/ Matthew J. Finkbeiner Matthew J. Finkbeiner |
Chief Accounting Officer (Principal Accounting Officer) |
September 7, 2016 | ||
| /s/ Edward E. Cohen Edward E. Cohen |
Executive Chairman of the Board | September 7, 2016 | ||
| /s/ Jonathan Z. Cohen Jonathan Z. Cohen |
Executive Vice Chairman of the Board | September 7, 2016 | ||