|
Delaware
(State or other jurisdiction
of incorporation or organization) |
| |
93-2154509
(I.R.S. Employer
Identification No.) |
|
| Large accelerated filer | | | ☐ | | | | | | Accelerated filer | | | ☐ | |
| Non-accelerated filer | | | ☒ | | | | | | Smaller reporting company | | | ☐ | |
| | | | | | | | | | Emerging growth company | | | ☒ | |
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Page
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Shares Beneficially Owned
Prior to the Offering |
| |
Shares
Offered Hereby |
| |
Shares Beneficially Owned
After the Offering |
| |||||||||||||||||||||
Selling Stockholders
|
| |
Number
|
| |
%
|
| |
Number
|
| |
%
|
| ||||||||||||||||||
Abbott Laboratories Annuity Retirement Trust(1)
|
| | | | 114,167 | | | | | | * | | | | | | 114,167 | | | | | | — | | | | | | — | | |
Clearlake Capital Partners V Finance, L.P.(2)
|
| | | | 4,957,547 | | | | | | 4.5 | | | | | | 4,957,547 | | | | | | — | | | | | | — | | |
Dirk Hallen(3)
|
| | | | 316,910 | | | | | | * | | | | | | 316,910 | | | | | | — | | | | | | — | | |
Pandora Select Partners, LP(4)
|
| | | | 312,953 | | | | | | * | | | | | | 312,953 | | | | | | — | | | | | | — | | |
Stephen White(3)
|
| | | | 253,529 | | | | | | * | | | | | | 253,529 | | | | | | — | | | | | | — | | |
SunAmerica Series Trust – High-Yield Bond Portfolio(5)
|
| | | | 190,727 | | | | | | * | | | | | | 190,727 | | | | | | — | | | | | | — | | |
Valic Company II – Core Bond Fund(6)
|
| | | | 165,207 | | | | | | * | | | | | | 165,207 | | | | | | — | | | | | | — | | |
Whitebox Multi-Strategy Partners, LP(4)
|
| | | | 897,221 | | | | | | * | | | | | | 897,221 | | | | | | — | | | | | | — | | |
Whitebox Relative Value Partners, LP(4)
|
| | | | 979,152 | | | | | | * | | | | | | 979,152 | | | | | | — | | | | | | — | | |
William Barker(3)
|
| | | | 253,529 | | | | | | * | | | | | | 253,529 | | | | | | — | | | | | | — | | |
Other Holders (36 persons)(7)
|
| | | | 995,142 | | | | | | * | | | | | | 995,142 | | | | | | — | | | | | | — | | |
Total
|
| | | | 9,436,084 | | | | | | 8.6 | | | | | | 9,436,084 | | | | | | — | | | | | | — | | |
|
SEC registration fee
|
| | |
$
|
31,379.02
|
| |
|
FINRA filing fee
|
| | | | * | | |
|
Accountants’ fees and expenses
|
| | | | * | | |
|
Legal fees and expenses
|
| | | | * | | |
|
Printing and engraving expenses
|
| | | | * | | |
|
Transfer agent and registrar fees
|
| | | | * | | |
|
Miscellaneous
|
| | | | * | | |
|
Total
|
| | | $ | * | | |
| | | |
ATLAS ENERGY SOLUTIONS INC.
|
| |||
| Date: May 15, 2024 | | | By: | | |
/s/ John Turner
|
|
| | | | | | |
John Turner
Chief Executive Officer and President |
|
|
Name
|
| |
Title
|
| |
Date
|
|
|
/s/ Ben M. Brigham
Ben M. Brigham
|
| |
Executive Chairman
|
| |
May 15, 2024
|
|
|
/s/ John Turner
John Turner
|
| |
Chief Executive Officer and President
(Principal Executive Officer) |
| |
May 15, 2024
|
|
|
/s/ Blake McCarthy
Blake McCarthy
|
| |
Chief Financial Officer
(Principal Accounting and Financial Officer) |
| |
May 15, 2024
|
|
|
/s/ Gayle Burleson
Gayle Burleson
|
| |
Director
|
| |
May 15, 2024
|
|
|
/s/ Stacy Hock
Stacy Hock
|
| |
Director
|
| |
May 15, 2024
|
|
|
/s/ Mike Howard
Mike Howard
|
| |
Director
|
| |
May 15, 2024
|
|
|
/s/ A. Lance Langford
A. Lance Langford
|
| |
Director
|
| |
May 15, 2024
|
|
|
/s/ Mark P. Mills
Mark P. Mills
|
| |
Director
|
| |
May 15, 2024
|
|
|
/s/ Douglas Rogers
Douglas Rogers
|
| |
Director
|
| |
May 15, 2024
|
|
|
Name
|
| |
Title
|
| |
Date
|
|
|
/s/ Robb L. Voyles
Robb L. Voyles
|
| |
Director
|
| |
May 15, 2024
|
|
Exhibit 5.1
May 15, 2024
Atlas Energy Solutions Inc.
5918 W. Courtyard Drive, Suite 500
Austin, Texas 78730
Ladies and Gentlemen:
We have acted as counsel for Atlas Energy Solutions Inc., a Delaware corporation (the “Company”), with respect to certain legal matters in connection with the preparation and filing of a Registration Statement on Form S-3 (the “Registration Statement”) filed on or about the date hereof with the U.S. Securities and Exchange Commission (the “Commission”) in connection with the registration by the Company under the Securities Act of 1933, as amended (the “Securities Act”), of the offer and sale (a) by the Company, from time to time, pursuant to Rule 415 under the Securities Act, of an indeterminate amount of (i) shares of common stock, par value $0.01 per share, of the Company (the “Common Stock”); (ii) shares of preferred stock of the Company, in one or more series (the “Preferred Stock”) which may be issued in the form of depositary shares evidenced by depositary receipts (the “Depositary Shares”); and (iii) warrants for the purchase of Common Stock, Preferred Stock or any combination of the foregoing (the “Warrants” and, together with the Common Stock, the Preferred Stock and the Depositary Shares, the “Securities”); and (b) by the selling stockholders named in the Registration Statement (the “Selling Stockholders”) of up to 9,436,084 shares of Common Stock (the “Secondary Common Stock”). The Securities will be offered in amounts, at prices and on terms to be determined in light of market conditions at the time of sale and as may be set forth in supplements (each a “Prospectus Supplement”) to the Primary Prospectus (as defined below) contained in the Registration Statement.
We have also participated in the preparation of a Prospectus relating to the Securities (the “Primary Prospectus”) and a Prospectus relating to the Secondary Common Stock (the “Secondary Prospectus” and, together with the Primary Prospectus, the “Prospectuses”) each of which is contained in the Registration Statement to which this opinion is an exhibit.
In connection with the opinions expressed herein, we have examined, among other things, (i) the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws of the Company, (ii) the Registration Statement, (iii) the Prospectuses and (iv) the records of corporate proceedings that have occurred prior to the date hereof with respect to the Registration Statement. We have also reviewed such questions of law as we have deemed necessary or appropriate. As to matters of fact relevant to the opinions expressed herein, and as to factual matters arising in connection with our examination of corporate documents, records and other documents and writings, we have relied upon certificates and other communications of corporate officers of the Company, without further investigation as to the facts set forth therein.
Vinson & Elkins LLP Attorneys at Law Austin Dallas Dubai Houston London Los Angeles New York Richmond San Francisco Tokyo Washington |
200 W. 6th Street Austin, TX 78701 Tel +1.713.758.2222 Fax +1.713.758.2346 velaw.com | |
![]() | Atlas Energy Solutions Inc. May 15, 2024 Page 2 |
In connection with rendering the opinions set forth below, we have assumed that (i) all information contained in all documents reviewed by us is true and correct; (ii) all signatures on all documents examined by us are genuine; (iii) all documents submitted to us as originals are authentic and all documents submitted to us as copies conform to the originals of those documents; (iv) the Registration Statement and any subsequent amendments (including additional post-effective amendments), will have become effective and comply with all applicable laws; (v) all Securities will be issued and sold in compliance with applicable federal and state securities laws and in the manner specified in the Registration Statement and the applicable prospectus supplement to the applicable Prospectus; (vi) one or more Prospectus Supplements to the applicable Prospectus will, as applicable, have been prepared and filed with the Commission describing the Securities offered thereby; (vii) a definitive purchase, underwriting or similar agreement with respect to any Securities offered will, as applicable, have been duly authorized and validly executed and delivered by the Company and the other parties thereto; (viii) any securities issuable upon conversion, exchange or exercise of any Preferred Stock, Depositary Shares or Warrants being offered will have been duly authorized, created and, if appropriate, reserved for issuance upon such conversion, exchange or exercise; and (ix) the Secondary Common Stock will be sold in the manner set forth in the Registration Statement and the Secondary Prospectus.
Based upon the foregoing, and subject to the assumptions, qualifications, limitations, and exceptions set forth herein, we are of the opinion that:
1. | With respect to shares of Common Stock to be offered and sold by the Company, when both (A) the board of directors (the “Board”) of the Company has taken all necessary corporate action to approve the issuance of and the terms of the offering of the shares of Common Stock and related matters and (B) certificates representing the shares of Common Stock have been duly executed, countersigned, registered, and delivered (or non-certificated shares of Common Stock shall have been properly issued) either (i) in accordance with the applicable definitive purchase, underwriting, or similar agreement approved by the Board or such officers upon payment of the consideration therefor (not less than the par value of the Common Stock) provided for therein or (ii) upon conversion or exercise of any other Security, in accordance with the terms of such Security or the instrument governing such Security providing for such conversion or exercise as approved by the Board, for the consideration approved by the Board (not less than the par value of the Common Stock), then the shares of Common Stock will be legally issued, fully paid, and nonassessable; |
![]() | Atlas Energy Solutions Inc. May 15, 2024 Page 3 |
2. | With respect to shares of any series of Preferred Stock, when (A) the Board has taken all necessary corporate action to approve the issuance and terms of the shares of the series, the terms of the offering thereof and related matters, including the adoption of a resolution establishing and designating the series and fixing and determining the preferences, limitations and relative rights thereof and the filing of a statement with respect to the series with the Secretary of State of the State of Delaware (the “Certificate of Designation”) and (B) certificates representing the shares of the series of Preferred Stock have been duly executed, countersigned, registered and delivered (or non-certificated shares of Preferred Stock shall have been properly issued) either (i) in accordance with the applicable definitive purchase, underwriting or similar agreement approved by the Board, then upon payment of the consideration therefor (not less than the par value of the Preferred Stock) provided for therein; or (ii) upon conversion, exchange or exercise of any other Security in accordance with the terms of the Security or the instrument governing the Security providing for the conversion, exchange or exercise as approved by the Board, for the consideration approved by the Board (not less than the par value of the Preferred Stock), the shares of the series of Preferred Stock will be legally issued, fully paid and non-assessable; |
3. | With respect to the Depositary Shares, when (A) the Company has taken all necessary corporate action to approve the issuance and terms of the Depositary Shares, the terms of the offering thereof and related matters, including the adoption of a Certificate of Designation relating to the Preferred Stock underlying the Depositary Shares and the filing of the Certificate of Designation with the Secretary of State of the State of Delaware; (B) the depositary agreement or agreements relating to the Depositary Shares and the related depositary receipts have been duly authorized and validly executed and delivered by the Company and the depositary appointed by the Company; (C) the shares of Preferred Stock underlying the Depositary Shares have been deposited with the depositary under the applicable depositary agreement; and (D) the depositary receipts representing the Depositary Shares have been duly executed, countersigned, registered and delivered in accordance with the appropriate depositary agreement approved by the Company, either (i) upon payment of the consideration therefor provided for in the applicable definitive purchase, underwriting or similar agreement, or (ii) upon conversion, exchange or exercise of any other Security in accordance with the terms of the Security or the instrument governing the Security providing for the conversion, exchange or exercise as approved by the Board, for the consideration approved by the Board, the Depositary Shares will be legally issued; |
![]() | Atlas Energy Solutions Inc. May 15, 2024 Page 4 |
4. | With respect to the Warrants, when (A) the Board has taken all necessary corporate action to approve the creation of and the issuance and terms of the Warrants, the terms of the offering thereof, and related matters; (B) the agreements relating to the Warrants have been duly authorized and validly executed and delivered by the Company and the Warrant Agent appointed by the Company; and (C) the Warrants or certificates representing the Warrants have been duly executed, countersigned, registered, and delivered in accordance with the appropriate agreements relating to the Warrants and the applicable definitive purchase, underwriting, or similar agreement approved by the Board or such officers either (i) upon payment of the consideration therefor provided for therein or (ii) upon conversion, exchange or exercise of any other Security in accordance with the terms of the Security or the instrument governing the Security providing for the conversion, exchange or exercise as approved by the Board, for the consideration approved by the Board, the Warrants will be legally issued and such Warrants will constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with their terms, except as such enforcement is subject to any applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and to general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or at law); |
5. | With respect to shares of Secondary Common Stock, such shares have been legally issued and are fully paid and nonassessable. |
We express no opinions concerning the enforceability of indemnification provisions to the extent they purport to relate to liabilities resulting from or based upon negligence or any violation of federal or state securities or blue sky laws.
The foregoing opinions are limited to the Delaware General Corporation Law (including the applicable provisions of the Delaware Constitution and the reported judicial decisions interpreting these laws) and the federal laws of the United States of America, and we are expressing no opinion as to the effect of the laws of any other jurisdiction, domestic or foreign.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name in the Prospectuses forming a part of the Registration Statement under the caption “Legal Matters.” In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act.
Very truly yours, | |
/s/ Vinson & Elkins LLP | |
Vinson & Elkins LLP |
Exhibit 23.1
![]() |
John T. Boyd Company Mining and Geological Consultants |
Chairman
James W. Boyd
President and CEO
John T. Boyd II
Managing Director and COO
Ronald L. Lewis
Vice Presidents
Robert J. Farmer
Jisheng (Jason) Han
John L. Weiss
Michael F. Wick
William P. Wolf
Managing Director - Australia
Jacques G. Steenekamp
Managing Director - China
Rongjie (Jeff) Li
Managing Director – South America
Carlos F. Barrera
Pittsburgh
4000 Town Center Boulevard, Suite 300
Canonsburg, PA 15317
(724) 873-4400
(724) 873-4401 Fax
jtboydp@jtboyd.com
Denver
(303) 293-8988
jtboydd@jtboyd.com
Brisbane
61 7 3232-5000
jtboydau@jtboyd.com
Beijing
86 10 6500-5854
jtboydcn@jtboyd.com
Bogota
+57-3115382113
jtboydcol@jtboyd.com
www.jtboyd.com
March 15, 2024
File: 3871.009
Atlas Energy Solutions Inc.
5918 W. Courtyard Drive, Suite 500
Austin, TX 78730
Subject: | CONSENT TO BE NAMED IN REGISTRATION STATEMENT |
Ladies and Gentlemen:
The undersigned hereby consents to the references to our firm in the form and context in which they appear in the Registration Statement of Atlas Energy Solutions Inc. on Form S-3, including any amendment thereto, any related prospectus and any related prospectus supplement (the “Registration Statement”). We hereby further consent to (i) the use in such Registration Statement of information contained in our reports setting forth the estimates of reserves of the (a) OnCore Plants and (b) Kermit Mine, in each case, of Hi-Crush Operating, LLC (f/k/a Hi-Crush Inc.) and as of December 31, 2023 appearing in the Current Report on Form 8-K/A filed May 8, 2024, and (ii) the reference to us under the heading “Experts” in such Registration Statement.
Respectfully submitted,
JOHN T. BOYD COMPANY | |
By: | |
/s/ Ronald L. Lewis | |
Ronald L. Lewis | |
Managing Director and COO |
Exhibit 23.2
Consent of Independent Registered Public Accounting Firm
We consent to the reference to our firm under the caption "Experts" in the Registration Statement (Form S-3) and related Prospectuses of Atlas Energy Solutions Inc. (the "Company") for the registration of common stock, preferred stock, depositary shares, and warrants of the Company, and common stock of the Company held by the selling stockholders, and to the incorporation by reference therein of our report dated February 27, 2024, with respect to the consolidated financial statements, included in its Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Securities and Exchange Commission on February 27, 2024.
/s/ Ernst & Young LLP
Austin, Texas
May 15, 2024
Exhibit 23.3
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement on Form S-3 of Atlas Energy Solutions Inc. of our report dated April 22, 2024, with respect to the combined carve-out financial statements of Hi-Crush Inc. appearing in the Current Report on Form 8-K/A filed May 8, 2024. We also consent to the reference to our firm under the heading “Experts” in the Registration Statement (Form S-3).
Our report on the combined carve-out financial statements includes an emphasis of matter paragraph related to the “carve-out” basis of accounting.
/s/ Whitley Penn LLP
Houston, Texas
May 15, 2024
Exhibit 107
Calculation of Filing Fee Tables
Form S-3ASR | ||
(Form Type) | ||
Atlas Energy Solutions Inc. | ||
(Exact Name of Registrant as Specified in its Charter) |
Table 1: Newly Registered and Carry Forward Securities
Security Type |
Security Class Title |
Fee Calculation or Carry Forward Rule |
Amount Registered |
Proposed Maximum Offering Price Per Unit |
Maximum Aggregate Offering Price |
Fee Rate | Amount
of Registration Fee |
Carry Forward Form Type |
Carry Forward File Number |
Carry Forward Initial effective date |
Filing
Fee Previously Paid In Connection with Unsold Securities to be Carried Forward | |
Newly Registered Securities | ||||||||||||
Fees to Be Paid | Equity | Common Stock, par value $0.01 per share | Rule 457(c) | 9,436,084(1) | $22.53(2) | $212,594,972.52 | 0.00014760 | $31,379.02 | — | — | — | — |
Equity(3) | Common Stock, par value $0.01 per share | Rule 456(b) and 457(r) | — | — | — | —(4) | —(4) | — | — | — | — | |
Equity(3) | Preferred Stock, par value $0.01 per share | Rule 456(b) and 457(r) | — | — | — | —(4) | —(4) | — | — | — | — | |
Equity(3) | Depositary Shares(5) | Rule 456(b) and 457(r) | — | — | — | —(4) | —(4) | — | — | — | — | |
Other(3) | Warrants | Rule 456(b) and 457(r) | — | — | — | —(4) | —(4) | — | — | — | — | |
Fees Previously Paid | — | — | — | — | — | — | — | — | — | — | — | — |
Carry Forward Securities | ||||||||||||
Carry Forward Securities | — | — | — | — | — | — | — | — | — | — | — | — |
Total Offering Amounts | $212,594,972.52 | |||||||||||
Total Fees Previously Paid | $0.00 | |||||||||||
Total Fee Offsets | $0.00 | |||||||||||
Net Fees Due | $31,379.02 |
(1) | Pursuant to Rule 416 under the Securities Act of 1933 (the “Securities Act”), the shares being registered hereunder include such indeterminate number of shares of common stock as may be issuable with respect to the shares being registered hereunder as a result of stock splits, stock dividends or similar transactions. This Registration Statement also covers an indeterminate amount of securities as may be issued in exchange for, or upon conversion or exercise of, as the case may be, the securities issued hereunder. |
(2) | Pursuant to Rule 457(c) under the Securities Act, and solely for the purpose of calculating the registration fee, the proposed maximum offering price per share is $22.53, which is the average of the high and low prices of the common stock on May 8, 2024 on the New York Stock Exchange. |
(3) | There is being registered hereunder such indeterminate number or amount of common stock, preferred stock, depositary shares and warrants as may from time to time be issued by the registrant at indeterminate prices and as may be issuable upon conversion, redemption, exchange, exercise or settlement of any securities registered hereunder, including pursuant to the exercise of any warrants previously issued by the registrant and under any applicable antidilution provisions. |
(4) | In accordance with Rules 456(b) and 457(r) under the Securities Act, the registrant is deferring payment of all of the registration fee and will pay the registration fee on a “pay-as-you-go” basis. The registrant will calculate the registration fee applicable to an offer of securities pursuant to this registration statement based on the fee payment rate in effect on the date of such fee payment. |
(5) | The depositary shares being registered will be evidenced by depositary receipts issued under a depositary agreement. If Atlas Energy Solutions Inc. elects to offer fractional interests in shares of preferred stock to the public, depositary receipts will be distributed to the investors purchasing the fractional interests, and the shares will be issued to the depositary under the depositary agreement. |
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