0001193125-13-470968.txt : 20131212 0001193125-13-470968.hdr.sgml : 20131212 20131212101705 ACCESSION NUMBER: 0001193125-13-470968 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20131206 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20131212 DATE AS OF CHANGE: 20131212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Atlas Resource Partners, L.P. CENTRAL INDEX KEY: 0001532750 STANDARD INDUSTRIAL CLASSIFICATION: DRILLING OIL & GAS WELLS [1381] IRS NUMBER: 453591625 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-35317 FILM NUMBER: 131272543 BUSINESS ADDRESS: STREET 1: PARK PLACE CORPORATE CENTER ONE STREET 2: 1000 COMMERCE DRIVE, 4TH FLOOR CITY: PITTSBURGH STATE: PA ZIP: 15275 BUSINESS PHONE: 412-489-0006 MAIL ADDRESS: STREET 1: PARK PLACE CORPORATE CENTER ONE STREET 2: 1000 COMMERCE DRIVE, 4TH FLOOR CITY: PITTSBURGH STATE: PA ZIP: 15275 8-K 1 d634434d8k.htm FORM 8-K Form 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): December 6, 2013

Commission File Number: 001-35317

 

 

Atlas Resource Partners, L.P.

(Exact name of registrant as specified in its chapter)

 

 

 

Delaware   45-3591625
(State or other jurisdiction
of incorporation)		   (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 1.01. Entry into a Material Definitive Agreement.

As previously disclosed, on July 31, 2013, Atlas Resource Partners, L.P. (the “Partnership”) entered into the Second Amended and Restated Credit Agreement with Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto (the “Credit Agreement”). The Credit Agreement provides for a senior secured revolving credit facility with a syndicate of banks. The Partnership’s borrowing base is scheduled for semi-annual redeterminations on May 1 and November 1 of each year. On December 6, 2013, pursuant to a recommendation from the administrative agent under the Credit Agreement, the Partnership entered into the First Amendment to the Credit Agreement (the “Amendment”). The Amendment:

 

  •   set the borrowing base to $735.0 million, and

 

  •   set the ratio of Total Funded Debt (as defined in the Credit Agreement) to EBITDA (as defined in the Credit Agreement) (or, in the case of quarters ending on or before December 31, 2013, Annualized EBITDA) to be 4.50 to 1.0 as of the last day of the quarters ending December 31, 2013, March 31, 2014 and June 30, 2014, 4.25 to 1.0 as of the last day of the quarter ending September 30, 2014, and 4.00 to 1.0 as of the last day of each quarter thereafter.

The Amendment was approved by the lenders and was effective on December 6, 2013. The Partnership’s outstanding balance was $425.0 million at September 30, 2013.

 

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

The information set forth under Item 1.01 above is incorporated herein by reference.

 

Item 7.01. Regulation FD Disclosure.

The Partnership was informed that the staff of the Securities and Exchange Commission did not have further comment to its Form 10-K for the fiscal year ended December 31, 2012 or other reports under the Securities Exchange Act or the Partnership’s Registration Statement on Form S-4 for its 7.75% Senior Notes due 2021.

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 thereunto duly authorized.

 

    ATLAS RESOURCE PARTNERS, L.P.
    By: Atlas Resource Partners GP, LLC, its general partner
    By:  

/s/ Sean McGrath

    Name:   Sean McGrath
Date: December 12, 2013     Its:   Chief Financial Officer