POS AM

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