UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 26, 2016
ATLAS AMERICA SERIES 26-2005 L.P.
(Exact name of registrant specified in its charter)
| Delaware | 000-51945 | 20-2879859 | ||
| (State or Other Jurisdiction Of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
Park Place Corporate Center One
1000 Commerce Drive, Suite 400
Pittsburgh, PA 15275
(Address of principal executive offices, zip code)
Registrant’s telephone number, including area code: (412) 489-0006
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 1.03. | Bankruptcy or Receivership |
On July 27, 2016, Atlas Resource Partners, L.P. (“ARP”) and certain of its subsidiaries (collectively with ARP, the “Debtors”) filed voluntary petitions for relief under Chapter 11 of Title 11 of the United States Code (“Chapter 11”) in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court,” and the cases commenced thereby, the “Chapter 11 Filings”). The Chapter 11 Filings are expected to be jointly administered under the caption In re: ATLAS RESOURCE PARTNERS, L.P., et al., and are further described in the Current Report on Form 8-K filed by ARP on July 27, 2016 (File Number 001-35317).
The Debtors include Atlas Resources, LLC, which is the Managing General Partner (the “Managing General Partner”) of Atlas America Series 26-2005 L.P. (the “Partnership”).
The Debtors intend to continue to operate their businesses as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of Chapter 11 and the orders of the Bankruptcy Court. The Debtors expect to consummate the plan of reorganization and emerge from Chapter 11 before the end of the third quarter of 2016.
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
Effective July 26, 2016, the Managing General Partner adopted Amendment No. 1 (the “Amendment”) to the Partnership’s Amended and Restated Certificate and Agreement of Limited Partnership (the “Partnership Agreement”), in accordance with its ability to amend the Partnership Agreement to cure an ambiguity in or correct or supplement any provision of the Partnership Agreement as may be inconsistent with any other provision, to provide that bankruptcy and insolvency events, such as the Chapter 11 Filings, with respect to the Managing General Partner will not cause the Managing General Partner to cease to serve as the Managing General Partner of the Partnership nor cause the termination of the Partnership.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Forward-Looking Statements
When used in this Current Report on Form 8-K, the words “intend”, “expect” and similar expressions are intended to identify forward-looking statements, including statements with respect to the Chapter 11 Filings and the plan of reorganization. Such statements are subject to certain risks and uncertainties, which could cause actual results to differ materially from the results stated or implied in this document. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. We undertake no obligation to publicly release the results of any revisions to forward-looking statements which we may make to reflect events or circumstances after the date of this Current Report on Form 8-K or to reflect the occurrence of unanticipated events.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit Number | Description | |
| 3.1 | Amendment No. 1 to Amended and Restated Certificate and Agreement of Limited Partnership of Atlas America Series 26-2005 L.P. | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ATLAS AMERICA SERIES 26-2005 L.P. By: Atlas Resources, LLC, its Managing General Partner | ||||||
| Dated: July 27, 2016 | By: | /s/ Jeffrey M. Slotterback | ||||
| Name: | Jeffrey M. Slotterback | |||||
| Title: | Chief Financial Officer of the Managing General Partner | |||||
EXHIBIT INDEX
| Exhibit Number | Description | |
| 3.1 | Amendment No. 1 to Amended and Restated Certificate and Agreement of Limited Partnership of Atlas America Series 26-2005 L.P. | |
Exhibit 3.1
AMENDMENT NO. 1
TO
AMENDED AND RESTATED CERTIFICATE AND AGREEMENT OF LIMITED PARTNERSHIP
OF
ATLAS AMERICA SERIES 26-2005 L.P.
THIS AMENDMENT NO. 1 to AMENDED AND RESTATED CERTIFICATE AND AGREEMENT OF LIMITED PARTNERSHIP OF ATLAS AMERICA SERIES 26-2005 L.P. (this “Amendment”), dated as of July 26, 2016, is entered into and effectuated by Atlas Resources, LLC (f/k/a Atlas Resources, Inc.), a Pennsylvania limited liability company and the managing general partner of Atlas America Series 26-2005 L.P., a Delaware limited partnership (the “Partnership”), pursuant to authority granted to it in Section 8.05(b)(iv) of the Amended and Restated Certificate and Agreement of Limited Partnership of the Partnership, dated as of August 25, 2005 (as amended from time to time, the “Limited Partnership Agreement”). Capitalized terms used but not defined herein are used as defined in the Limited Partnership Agreement.
RECITALS:
WHEREAS, Section 8.05(b)(iv) of the Limited Partnership Agreement provides that the Managing General Partner may, without the consent of the Participants, amend the Limited Partnership Agreement in any way the Managing General Partner deems necessary or desirable to, among other things, cure any ambiguity or to correct or supplement any provision of the Limited Partnership Agreement that may be inconsistent with any other provision of the Limited Partnership Agreement;
WHEREAS, the Limited Partnership Agreement contains inconsistencies and ambiguities regarding the withdrawal of the Managing General Partner under certain circumstances and regarding the events that will cause termination of the Partnership, including the following: (i) although Section 4.04(a)(1) of the Limited Partnership Agreement clearly provides that Atlas shall serve as the Managing General Partner until it is either removed or withdraws pursuant to the terms of the Limited Partnership Agreement, there may an ambiguity as to whether the terms of the Limited Partnership Agreement serve to override Sections 17-402(a)(4) and (5) of the Delaware Revised Uniform Limited Partnership Act (the “Act”), as permitted by the Act, and (ii) Section 7.01(b)(ii) of the Limited Partnership Agreement provides that the Partnership will terminate upon an event that causes dissolution under the Act, which is inconsistent with both Section 4.04(a)(1) of the Limited Partnership Agreement and Section 7.01(c) of the Limited Partnership Agreement, which provides that an event that causes dissolution under the Act does not result in termination of the Partnership;
WHEREAS, the Managing General Partner has determined that (i) it is necessary and desirable to cure such ambiguity in, and correct such inconsistency within, the Limited Partnership Agreement, (ii) amending the Limited Partnership Agreement as set forth herein does not materially and adversely affect the interests or rights of Participants, and (iii) it is in the best interest of the Partnership to effect this Amendment to provide for such changes.
AMENDMENT:
NOW, THEREFORE, it is hereby agreed as follows:
A. Amendment. The Limited Partnership Agreement is hereby amended as follows:
1. Section 4.04(a)(1) of the Limited Partnership Agreement is amended to add the following sentence to the end of the subsection:
For the avoidance of doubt, notwithstanding anything in this Agreement to the contrary, Atlas shall not cease to serve as Managing General Partner upon the happening of any event described in Section 17-402(a)(4) or 17-402(a)(5) of the Delaware Revised Uniform Limited Partnership Act.
2. Section 7.01(b)(ii) of the Limited Partnership Agreement is amended to read in its entirety as follows: “(ii) any event that causes the dissolution of a limited partnership under the Delaware Revised Uniform Limited Partnership Act, other than any such event that would not cause the dissolution of the Partnership pursuant to the terms of this Agreement, including any event described in Sections 17-402(a)(4) or 17-402(a)(5) of the Delaware Revised Uniform Limited Partnership Act.”
B. Agreement in Effect. Except as hereby amended, the Limited Partnership Agreement shall remain in full force and effect.
C. Applicable Law. This Amendment shall be construed in accordance with and governed by the laws of the State of Delaware, without regard to principles of conflicts of laws.
D. Invalidity of Provisions. If any provision of this Amendment is or becomes invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not be affected thereby.
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IN WITNESS WHEREOF, this Amendment has been executed as of the date first written above.
| ATLAS AMERICA SERIES 26-2005 L.P. | ||
| By: | Atlas Resources, LLC, its Managing General Partner | |
| By: | /s/ Freddie M. Kotek | |
| Name: | Freddie M. Kotek | |
| Title: President and CEO | ||
[Amendment No. 1 to Amended and Restated Certificate and Agreement of Limited Partnership
of Atlas America Series 26-2005 L.P.]
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