Atlas Resource Partners Announces Successful Completion Of Consent Solicitation For 7.75% Senior Notes

FORT WORTH, Texas, Dec. 29, 2015 /PRNewswire/ -- Atlas Resource Partners, L.P. (NYSE: ARP)  ("ARP") announced today that the Issuers (as defined below) have received the Requisite Consents (as defined below) from holders of their outstanding 7.75% Senior Notes due 2021 (the "7.75% Notes") (CUSIP 049296AC0) issued by Atlas Resource Partners Holdings, LLC and Atlas Resource Finance Corporation (each individually an "Issuer" and together the "Issuers") and guaranteed by ARP and certain subsidiary guarantors, to adopt the proposed amendments (the "Amendments") to the indenture (the "7.75% Indenture") governing the 7.75% Notes that the Issuers had requested pursuant to their previously announced consent solicitation for the 7.75% Notes (the "7.75% Notes Consent Solicitation").  Adoption of the Amendments required the consent of holders of record as of December 9, 2015 of a majority of the outstanding aggregate principal amount of the 7.75% Notes (the "Requisite Consents").  The Amendments, among other things, increase the fixed dollar amount of secured indebtedness permitted to be incurred under the 7.75% Indenture to $1,000 million from $500.0 million.  For a full description of the Amendments, see ARP's press release dated December 27, 2015.  Currently, $375,000,000 in aggregate principal amount of the 7.75% Notes is outstanding. 

The 7.75% Notes Consent Solicitation expired at 5:00 p.m., New York City time, on Tuesday, December 29, 2015 (the "Expiration Date").  Due to the short window provided to consent to the amended consent solicitation, the Issuers have decided to pay the consent fee for the 7.75% Notes Consent Solicitation to all holders of the 7.75% Notes as of the Record Date.

Following receipt of the Requisite Consents, the Issuers, ARP, the subsidiary guarantors, and the trustee under the 7.75% Indenture executed a supplemental indenture incorporating the Amendments into the 7.75% Indenture. At that time, the Amendments effected by such supplemental indenture became effective and consents could no longer be revoked; however, the Amendments will not become operative until the Consent Fee is paid to the holders who have delivered (and not revoked) valid consents prior to the Expiration Date.

Wells Fargo Securities, LLC acted as the Solicitation Agent in connection with the consent solicitation, and D. F. King & Co., Inc. served as Information Agent and Tabulation Agent.

Cautionary Note Regarding Forward-Looking Statements

Certain matters discussed within this press release are forward-looking statements.  Although ARP 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.  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.

Atlas Resource Partners, L.P. (NYSE: ARP) is an exploration & production master limited partnership which owns an interest in over 14,500 producing natural gas and oil wells, located primarily in Appalachia, the Barnett Shale (TX), the Mississippi Lime (OK), the Eagle Ford Shale (TX), the Raton Basin (NM), Black Warrior Basin (AL) and the 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 [email protected].

Atlas Energy Group, LLC (NYSE: ATLS) is a limited liability company which owns the following interests: all of the general partner interest, incentive distribution rights and an approximate 23% limited partner interest in its upstream oil & gas subsidiary, Atlas Resource Partners, L.P.; the general partner interests, incentive distribution rights and limited partner interests in Atlas Growth Partners, L.P.; and a general partner interest in Lightfoot Capital Partners, an entity that invests directly in energy-related businesses and assets. For more information, please visit our website at www.atlasenergy.com, or contact Investor Relations at [email protected].

SOURCE Atlas Resource Partners, L.P.

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