8-K

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): November 5, 2014

Atlas Resource Partners, L.P.

(Exact name of registrant as specified in its chapter)

Delaware	1-35317	45-3591625
(State or other jurisdiction or 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: 800-251-0171

(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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On November 3, 2014, the general partner of the registrant, (i) filed a Certificate of Amendment to its Certificate of Formation with the Secretary of State of the State of Delaware to change its name to Atlas Energy Group, LLC, which is attached hereto as Exhibit 3.1 and incorporated herein by reference, and (ii) adopted Amendment No. 1 to its Second Amended Limited Liability Company Agreement, which is attached hereto as Exhibit 3.2 and incorporated herein by reference. In addition, on November 3, 2014, the registrant adopted Amendment No. 4 to its Amended and Restated Agreement of Limited Partnership to reflect the change of the name of the general partner, which is attached hereto as Exhibit 3.3 and incorporated herein by reference.

Item 7.01 Regulation FD Disclosure

 On November 5, 2014, the registrant issued a press release containing certain information with respect to its financial outlook for 2015.

The information provided under this Item 7.01 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Exhibit Description

3.1 Certificate of Amendment to Certificate of Formation of Atlas Resource Partners GP, LLC, dated as of November 3, 2014.

3.2 Amendment No. 1 to Second Amended and Restated Limited Liability Company Agreement of Atlas Resource Partners GP, LLC, dated as of November 3, 2014.

3.3 Amendment No. 4 to Amended and Restated Agreement of Limited Partnership of Atlas Resource Partners, L.P., dated as of November 3, 2014.

 99.1  Press Release of Atlas Resource Partners, L.P., dated November 5, 2014

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 Resource Partners, L.P.

By: Atlas Energy Group, LLC, its general partner

	/s/ Sean P. McGrath
Name:	Sean P. McGrath
Title:	Chief Financial Officer

Date: November 5, 2014

EX-3.1

Exhibit 3.1

CERTIFICATE OF AMENDMENT TO

CERTIFICATE OF FORMATION

of

Atlas Resource Partners GP, LLC

THIS Certificate of Amendment to Certificate of Formation of Atlas Resource Partners GP, LLC (the “Company”), has been duly executed and is being filed by the undersigned, as an authorized person, in accordance with the provisions of 6 Del. C. §18-202 and §18-204, to amend the original Certificate of Formation of the Company, which was filed on October 13, 2011 (the “Certificate”), with the Secretary of State of the State of Delaware.

1.  Name.  The name of the limited liability company is Atlas Energy Group, LLC.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment as of November 3, 2014.

/s/ Lisa Washington

Lisa Washington

Authorized Person

EX-3.2

Exhibit 3.2

AMENDMENT NO. 1

TO

SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

OF

ATLAS RESOURCE PARTNERS GP, LLC

THISAMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ATLAS RESOURCE PARTNERS GP, LLC  (this “Amendment”), dated as of November 3, 2014, is entered into and effectuated by Atlas Energy, L.P., a Delaware limited partnership (“ATLS”), as the sole member of Atlas Resource Partners GP, LLC, a Delaware limited liability company (the “Company”), pursuant to authority granted to it in Section 14.4 of the Second Amended and Restated Limited Liability Company Agreement of the Company, dated as of October 24, 2013 (as amended from time to time, the “LLC Agreement”).  Capitalized terms used but not defined herein are used as defined in the Limited Partnership Agreement, is adopted by .

RECITALS:

WHEREAS, the Company, pursuant to and in accordance with Section 18-202 of the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101 et seq., amended its Certificate of Formation to change the name of the Company to “Atlas Energy Group, LLC.”

WHERAS, ATLS desires to amend the LLC Agreement in order to conform the LLC Agreement to reflect “Atlas Energy Group, LLC” as the name of the Company.

WHEREAS, Section 14.4 of the LLC Agreement provides that this Amendment may be effected by ATLS, as the sole member.

AMENDMENT:

NOW, THEREFORE, it is hereby agreed as follows:

A.   Amendment.  The LLC Agreement is hereby amended as follows:

1.   Each of (i) the cover page, (ii) the Preamble, (iii) the definition of “Agreement” in Section 1.1, (iv) Section 2.2 and (v) Section 14.1 are hereby amended by deleting all references to “Atlas Resource Partners GP, LLC” therein and replacing each such reference with “Atlas Energy Group, LLC.”

B.   Agreement in Effect.  Except as hereby amended, the LLC 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.

[Balance of page left intentionally blank]

2

IN WITNESS WHEREOF, this Amendment has been executed as of the date first written above.

 ATLAS ENERGY, L.P.

By:	Atlas Energy GP, LLC, its General Partner
By:	/s/ Sean McGrath
Name:	Sean McGrath
Title:	Chief Financial Officer

[Amendment No. 1 to Second Amended and Restated Limited Liability Company Agreement of

Atlas Resource Partners GP, LLC]

EX-3.3

Exhibit 3.3

AMENDMENT NO. 4

TO

AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP

OF

ATLAS RESOURCE PARTNERS, L.P.

THISAMENDMENT NO. 4 to AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ATLAS RESOURCE PARTNERS, L.P. (this “Amendment”), dated as of November 3, 2014, is entered into and effectuated by Atlas Energy Group, LLC, a Delaware limited liability company (the “General Partner”) and the general partner of Atlas Resource Partners, L.P., a Delaware limited partnership (the “Partnership”), pursuant to authority granted to it in Section 13.1 of the Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of March 13, 2012 (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, the General Partner has amended its Certificate of Formation to change its name form “Atlas Resource Partners GP, LLC” to “Atlas Energy Group, LLC.”

WHEREAS, the General Partner desires to amend the Limited Partnership Agreement to in order to conform the Limited Partnership Agreement to reflect “Atlas Energy Group, LLC” as the name of the General Partner.

WHEREAS, Section 13.1(d) of the Limited Partnership Agreement provides that the General Partner may, without the approval of any Partner, amend any provision of the Limited Partnership Agreement to reflect a change that the General Partner determines does not adversely affect the Limited Partners in any material respect.

WHEREAS, the General Partner has determined that updating the Limited Partnership Agreement to reflect the General Partner’s current name does not adversely affect the Limited Partners in any material respect, and that 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.   Each of (i) the Preamble, (ii) the definition of “General Partner” in Section 1.1 and (iii) Section 4.8(d) of the Limited Partnership Agreement are hereby amended by replacing all references to “Atlas Resource Partners GP, LLC” therein and replacing each such reference with “Atlas Energy Group, LLC.”

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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  2

IN WITNESS WHEREOF, this Amendment has been executed as of the date first written above.

ATLAS RESOURCE PARTNERS, L.P.

By:	Atlas SpinCo GP, LLC, its General Partner
By:	/s/ Sean McGrath
Name:	Sean McGrath
Title:	Chief Financial Officer

EX-99.1

NEWS RELEASE

Contact:            Brian Begley

                           Vice President - Investor Relations

                           (877) 280-2857

                           (215) 405-2718 (fax)

ATLAS RESOURCE PARTNERS, L.P. ANNOUNCES INITIAL FINANCIAL OUTLOOK FOR FULL YEAR 2015

PITTSBURGH, PA – November 5, 2014 – Atlas Resource Partners, L.P. (NYSE: ARP) today provided its outlook for the full year 2015 in connection with the filing of a registration statement on Form 10 with the Securities and Exchange Commission (“SEC”) by Atlas Energy Group, LLC (“Atlas Energy Group”), a subsidiary of Atlas Energy, L.P., which will hold all of the non-midstream assets currently owned by ARP’s parent company, Atlas Energy, L.P. (NYSE: ATLS) upon completion of the previously announced spin-off of ATLS’s midstream assets in connection with the proposed acquisition of ATLS by Targa Resources Corp. (“TRC”).

Based on upon management’s current assumptions, ARP expects to distribute at least $2.40 per common unit for the full year 2015. The following are several of the key assumptions included in the forecast:

● Net production volume per day:
Natural gas (mcfd) . . . . . . . . . . . . . . . . . . . .	221,443
Crude oil (bpd). . . . . . . . . . . . . . . . . . . .	7,179
NGL (bpd). . . . . . . . . . . . . . . . . . . . . . . . . . .	4,408
Total (mcfed). . . . . . . . . . . . . . . . . . . . . .	290,964

●  Net realized natural gas price after hedges of $3.83/mcf (69% hedged)

●  Net realized crude oil price after hedges of $83.35/bbl (68% hedged)

●  Total net production costs of $2.08/Mcfe

●  Partnership management funds raised of $225.0 million for the year ending December 31, 2014 and $275.0 million for the year ending December 31, 2015

●  Total capital expenditures of $200 million for the year ending December 31, 2015, including $71.3 million of maintenance capital expenditures

●  Cash distribution coverage of approximately 1.1x.

ARP’s forecast for full year 2015 does not assume any consummated acquisitions or the issuance of limited partner units.  Please refer to the Atlas Energy Group registration statement on Form 10 for additional information on ARP’s full year 2015 forecast.

Transaction Structure

Immediately prior to the closing of the previously announced acquisition of ATLS by TRC, ATLS will transfer its non-midstream assets to Atlas Energy Group and then distribute to the ATLS unitholders common units representing a 100% limited liability company interest in Atlas Energy Group.  The distribution is subject to the satisfaction of certain conditions, including the effectiveness of the Form 10 and satisfaction or waiver of the conditions to the consummation of the acquisition of ATLS by TRC.  The acquisition of ATLS by TRC is subject to, among other conditions, the approval of the acquisition by holders of a majority of the outstanding limited partner interests in ATLS and the approval of a majority of the shareholders of TRC voting at the meeting to approve the transaction.  The ATLS transaction is also cross-conditioned on the previously announced acquisition of Atlas Pipeline Partners, L.P. (“APL”) by Targa Resources Partners, L.P., which is subject to, among other conditions, the approval of the acquisition by holders of a majority of the outstanding limited partner interests in APL.

Atlas Resource Partners, L.P. (NYSE: ARP) is an exploration & production master limited partnership which owns an interest in over 14,000 producing natural gas and oil wells, located primarily in Appalachia, the Barnett Shale (TX), the Mississippi Lime (OK), the Raton Basin (NM), Black Warrior Basin (AL) and the oil-rich Rangely Field (CO).  ARP is also the largest sponsor of natural gas and oil investment partnerships in the U.S. For more information, please visit our website at www.atlasresourcepartners.com, or contact Investor Relations at InvestorRelations@atlasenergy.com.

Atlas Energy, L.P. (NYSE: ATLS) is a master limited partnership which owns all of the general partner Class A units and incentive distribution rights and an approximate 28% limited partner interest in its upstream oil & gas subsidiary, Atlas Resource Partners, L.P. Additionally, Atlas Energy owns and operates the general partner of its midstream oil & gas subsidiary, Atlas Pipeline Partners, L.P., through all of the general partner interest, all the incentive distribution rights and an approximate 6% limited partner interest.  For more information, please visit our website at www.atlasenergy.com, or contact Investor Relations at InvestorRelations@atlasenergy.com.

Cautionary Note Regarding Forward-Looking Statements

Certain matters discussed within this press release are forward-looking statements.  Although Atlas Resource Partners, L.P. believes the expectations reflected in such forward-looking statements are based on reasonable assumptions, it can give no assurance that its expectations will be attained.  Atlas Resource Partners does not undertake any duty to update any statements contained herein (including any forward-looking statements), except as required by law. This document contains forward-looking statements that involve a number of assumptions, risks and uncertainties that could cause actual results to differ materially from those contained in the forward-looking statements.  ARP cautions readers that any forward-looking information is not a guarantee of future performance.  Such forward-looking statements include, but are not limited to, statements about future financial and operating results, resource potential, ARP’s plans, objectives, expectations and intentions and other statements that are not historical facts. Risks, assumptions and uncertainties that could cause actual results to materially differ from the forward-looking statements include, but are not limited to, those associated with general economic and business conditions; ARP’s ability to close its pending acquisition; ARP’s ability to realize the benefits of its acquisitions; changes in commodity prices; changes in the costs and results of drilling operations; uncertainties about estimates of reserves and resource potential; inability to obtain capital needed for operations; ARP’s level of indebtedness; changes in government environmental policies and other environmental risks; the availability of drilling equipment and the timing of production; tax consequences of business transactions; and other risks, assumptions and uncertainties detailed from time to time in ARP’s reports filed with the U.S. Securities and Exchange Commission, including quarterly reports on Form 10-Q, current reports on Form 8-K and annual reports on Form 10-K. Forward-looking statements speak only as of the date hereof, and ARP assumes no obligation to update such statements, except as may be required by applicable law.  Risks and uncertainties related to the proposed transaction include, among others: the risk that ATLS’s or APL’s unitholders or TRC’s stockholders do not approve the mergers; the risk that the merger agreement is terminated as a result of a competing proposal, the risk that regulatory approvals required for the mergers are not obtained on the proposed terms and schedule or are obtained subject to conditions that are not anticipated; the risk that the other conditions to the closing of the mergers are not satisfied; potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the mergers or the distribution; uncertainties as to the timing of the mergers and the distribution; competitive responses to the proposed mergers and the distribution; unexpected costs, charges or expenses resulting from the mergers and the distribution; litigation relating to the merger and the distribution; the outcome of  potential litigation or governmental investigations; Atlas Energy Group’s ability to operate the assets and businesses it will acquire in connection with the distribution, and the costs of such distribution; the inability to obtain, or delays in obtaining, the expected distributions of cash from the non-midstream assets; and any changes in general economic and/or industry specific conditions; and other risks, assumptions and uncertainties relating to the non-midstream assets and business that will be acquired in connection with the distribution, which are included in the Form 10 and are detailed from time to time in ATLS', ARP's and APL's reports filed with the U.S. Securities and Exchange Commission, including quarterly reports on Form 10-Q, current reports on Form 8-K and annual reports on Form 10-K. Forward-looking statements speak only as of the date hereof, and we assume no obligation to update such statements, except as may be required by applicable law.