Atlas Resource Partners Announces The Commencement Of Consent Solicitations

FORT WORTH, Texas, Dec. 10, 2015 /PRNewswire/ -- Atlas Resource Partners, L.P. (NYSE: ARP)  ("ARP") announced today the commencement of two concurrent consent solicitations regarding an amendment (the "Amendment") to the indentures (the "Indentures") governing the outstanding 7.750% Senior Notes due 2021 (the "7.750% Notes") and 9.25% Senior Notes due 2021 (the "9.25% Notes" and collectively with the 7.750% Notes, the "Notes") 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.  Currently, $375 million in aggregate principal amount of the 7.750% Notes and $325 million in aggregate principal amount of the 9.25% Notes is outstanding.

The Amendment would increase the fixed dollar amount of secured indebtedness permitted to be incurred under the Indentures to $1,050 million, the approximate amount of secured indebtedness currently permitted under the Indentures.  Prior to launching the Consent Solicitations, certain significant holders of the Notes indicated to the Issuers that they would Consent to the Amendment.

Each consent solicitation will expire at 5:00 p.m., New York City time, on December 17, 2015, unless extended (the "Expiration Date"). Each consent solicitation is conditioned on the receipt of consents from holders of record as of December 9, 2015 (the "Record Date") of a majority in aggregate principal amount of the Notes of such series (the "Requisite Consents"). 

The Issuers will, promptly after the Expiration Date with respect to any consent solicitation and the satisfaction or waiver of all conditions to such consent solicitation, pay to each holder of Notes who has delivered (and not revoked) a valid consent in favor of the Amendment a cash payment (the "Consent Fee") of $10.00 for each $1,000 principal amount of Notes in respect of which such consent has been delivered. 

The Amendment to each Indenture will be effected by, and will become effective upon, execution of a supplemental indenture. The Issuers propose to execute each supplemental indenture as soon as practicable after obtaining the related Requisite Consents. At that time, the Amendment effected by such supplemental indenture will become effective and consents may no longer be revoked; however, such Amendment 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.

The Issuers are making each consent solicitation concurrently with the other, but each consent solicitation is being made independently of the other, and the Issuers may extend, abandon, terminate or amend one consent solicitation without extending, abandoning, terminating or amending the other consent solicitation.  For a complete statement of the terms and conditions of the consent solicitations, holders of the Notes should refer to the Issuers' Consent Solicitation Statement, dated December 10, 2015, which is being sent to all holders of the Notes as of the Record Date.

The Solicitation Agent in connection with the consent solicitation is Wells Fargo Securities, LLC. Questions regarding the consent solicitation may be directed to Wells Fargo Securities, LLC, Attention: Liability Management Group at (866) 309-6316 (toll free) or (704) 410-4760 (collect).  D.F. King & Co., Inc. is serving as Information Agent and Tabulation Agent in connection with the consent solicitations. Requests for assistance in delivering consents or for additional copies of the consent solicitation statement should be directed to the Information Agent at (800) 814-9324 (toll free) or (212) 269-5550 (banks and brokers) (collect).

This announcement is not an offer to purchase, a solicitation of an offer to purchase, or a solicitation of consents with respect to any securities. The consent solicitations are being made solely by the Issuers' Consent Solicitation Statement and are subject to the terms and conditions stated therein.

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.  ARP does not undertake any duty to update any statements contained herein (including any forward-looking statements), except as required by law. This release 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 ARP's 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 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.

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].

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].

SOURCE Atlas Resource Partners, L.P.

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