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Entry Into a Material Definitive Agreement

On November13, 2015, Atlas Resource Partners, L.P. (the Partnership) entered into a Distribution Agreement (the Distribution Agreement) with MLV& Co. LLC (MLV) and FBR Capital Markets& Co. (FBR and, together with MLV, the Agents).

Pursuant to the Distribution Agreement, the Partnership may sell from time to time to or through the Agents the Partnerships 8.625% Class D Cumulative Redeemable Perpetual Preferred Units (the Class D Preferred Units) and 10.75% Class E Cumulative Redeemable Perpetual Preferred Units (the Class E Preferred Units and together with the Class D Preferred Units, the Units) having an aggregate offering price of up to $100 million. Sales of Units, if any, may be made in negotiated transactions or transactions that are deemed to be at-the-market offerings as defined in Rule 415 of the Securities Act of 1933, as amended, including sales made to or through a market maker other than on an exchange or through an electronic communications network and sales made directly on the New York Stock Exchange, the existing trading market for the Units. Under the terms of the Distribution Agreement, the Partnership may sell Units from time to time to each Agent as principal for its respective account at a price equal to 97.0% of the volume weighted average price of the Class D Preferred Units or Class E Preferred Units, as applicable, on the date of sale. Upon the sale of Units to an Agent as principal, the Partnership and such Agent will enter into separate terms agreement with respect to such sale.

The Units may also be offered by the Sales Agent as agents for the Partnership at negotiated prices or prevailing market prices at the time of sale. The Partnership will pay each Agent a commission on Units sold by it in an agency capacity, which shall not be more than 3.0% of the gross sales price of...