As filed with the Securities and Exchange Commission on September 7, 2016

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

POST-EFFECTIVE AMENDMENT NO. 1

TO

FORM S-3

REGISTRATION STATEMENT NO. 333-182616

POST-EFFECTIVE AMENDMENT NO. 1

TO

FORM S-3

REGISTRATION STATEMENT NO. 333-183995

POST-EFFECTIVE AMENDMENT NO. 1

TO

FORM S-3

REGISTRATION STATEMENT NO. 333-193238

POST-EFFECTIVE AMENDMENT NO. 1

TO

FORM S-3

REGISTRATION STATEMENT NO. 333-202827

POST-EFFECTIVE AMENDMENT NO. 1

TO

FORM S-3

REGISTRATION STATEMENT NO. 333-203269

POST-EFFECTIVE AMENDMENT NO. 1

TO

FORM S-3

REGISTRATION STATEMENT NO. 333-203800

UNDER

THE SECURITIES ACT OF 1933

 

 

ATLAS RESOURCE PARTNERS, L.P.

Atlas Resource Partners Holdings, LLC

Atlas Resource Finance Corporation

and Other Registrants*

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Delaware Delaware Delaware		1311		45-3591625 27-4735285 90-0812516
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

 

Park Place Corporate Center One 100 Commerce Drive, Suite 400 Pittsburgh, PA 15275 (800) 251-0171		Edward E. Cohen Park Place Corporate Center One 100 Commerce Drive, Suite 400 Pittsburgh, PA 15275 (800) 251-0171
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)		(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer		¨		Accelerated filer		x
Non-accelerated filer		¨   (Do not check if a smaller reporting company)		Smaller reporting company		¨

 

 

 

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*TABLE OF ADDITIONAL REGISTRANT GUARANTORS

 

Exact name of registrant as specified in its charter		State or other jurisdiction of incorporation or organization		I.R.S. Employer Identification Number		Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices
Atlas Resources, LLC		Pennsylvania		20-4822875		Park Place Corporate Center One 1000 Commerce Drive, 4 th Floor Pittsburgh, PA 15275-1011 (800) 251-0171
Viking Resources, LLC		Pennsylvania		20-5365124		Park Place Corporate Center One 1000 Commerce Drive, 4 th Floor Pittsburgh, PA 15275-1011 (800) 251-0171
Resource Energy, LLC		Delaware		20-5365174		Park Place Corporate Center One 1000 Commerce Drive, 4 th Floor Pittsburgh, PA 15275-1011 (800) 251-0171
ARP Barnett, LLC		Delaware		90-0812567		Park Place Corporate Center One 1000 Commerce Drive, 4 th Floor Pittsburgh, PA 15275-1011 (800) 251-0171
ARP Barnett Pipeline, LLC		Delaware		61-1682295		Park Place Corporate Center One 1000 Commerce Drive, 4 th Floor Pittsburgh, PA 15275-1011 (800) 251-0171
Atlas Barnett, LLC		Texas		26-2654688		Park Place Corporate Center One 1000 Commerce Drive, 4 th Floor Pittsburgh, PA 15275-1011 (800) 251-0171
Atlas Noble, LLC		Delaware		20-5365139		Park Place Corporate Center One 1000 Commerce Drive, 4 th Floor Pittsburgh, PA 15275-1011 (800) 251-0171
REI-NY, LLC		Delaware		20-5365147		Park Place Corporate Center One 1000 Commerce Drive, 4 th Floor Pittsburgh, PA 15275-1011 (800) 251-0171
Atlas Energy Indiana, LLC		Indiana		26-3210546		Park Place Corporate Center One 1000 Commerce Drive, 4 th Floor Pittsburgh, PA 15275-1011 (800) 251-0171
Atlas Energy Tennessee, LLC		Pennsylvania		26-2770794		Park Place Corporate Center One 1000 Commerce Drive, 4 th Floor Pittsburgh, PA 15275-1011 (800) 251-0171
Atlas Energy Ohio, LLC		Ohio		20-5365198		Park Place Corporate Center One 1000 Commerce Drive, 4 th Floor Pittsburgh, PA 15275-1011 (800) 251-0171
ARP Oklahoma LLC		Oklahoma		90-0815193		Park Place Corporate Center One 1000 Commerce Drive, 4 th Floor Pittsburgh, PA 15275-1011 (800) 251-0171
Atlas Energy Colorado, LLC		Colorado		45-2120015		Park Place Corporate Center One 1000 Commerce Drive, 4 th Floor Pittsburgh, PA 15275-1011 (800) 251-0171

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Resource Well Services, LLC		Delaware		20-5365162		Park Place Corporate Center One 1000 Commerce Drive, 4 th Floor Pittsburgh, PA 15275-1011 (800) 251-0171
ARP Production Company, LLC		Delaware		90-0999968		Park Place Corporate Center One 1000 Commerce Drive, 4 th Floor Pittsburgh, PA 15275-1011 (800) 251-0171
ARP Mountaineer Production, LLC		Delaware		80-0959365		Park Place Corporate Center One 1000 Commerce Drive, 4 th Floor Pittsburgh, PA 15275-1011 (800) 251-0171
ARP Rangely Production, LLC		Delaware		46-5641625		Park Place Corporate Center One 1000 Commerce Drive, 4 th Floor Pittsburgh, PA 15275-1011 (800) 251-0171
ARP Eagle Ford, LLC		Texas		47-1846894		Park Place Corporate Center One 1000 Commerce Drive, 4 th Floor Pittsburgh, PA 15275-1011 (800) 251-0171
Atlas Pipeline Tennessee, LLC		Pennsylvania		83-0504919		Park Place Corporate Center One 1000 Commerce Drive, 4 th Floor Pittsburgh, PA 15275-1011 (800) 251-0171
ATLS Production Company, LLC		Delaware		46-3060124		Park Place Corporate Center One 1000 Commerce Drive, 4 th Floor Pittsburgh, PA 15275-1011 (800) 251-0171

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DEREGISTRATION OF SECURITIES

This Post-Effective Amendment No. 1 relates to the following Registration Statements on Form S-3 (collectively, the “Registration Statements”), originally filed by Atlas Resource Partners, L.P., a Delaware limited partnership (the “Partnership”), with the Securities and Exchange Commission:

 

•

Registration Statement No. 333-182616, filed on July 11, 2012, registering the offer and sale by certain selling unitholders from time to time of up to 5,527,945 common units representing limited partner interests in the Partnership (the “Common Units”);

 

•

Registration Statement No. 333-183995, filed on September 19, 2012, registering the offer and sale by certain selling unitholders from time to time of up to 7,683,438 Common Units;

 

•

Registration Statement No. 333-193238, filed on January 9, 2014, registering the offer and sale by the Partnership from time to time of up to an aggregate of $100,000,000 of Common Units and preferred units representing limited partner interests in the Partnership (the “Preferred Units”);

 

•

Registration Statement No. 333-202827, filed on March 17, 2015, registering the offer and sale by certain selling unitholders from time to time of up to 24,712,471 Common Units;

 

•

Registration Statement No. 333-203269, filed on April 6, 2015, registering the offer and sale by certain selling unitholders from time to time of up to 800,000 8.625% Class D Cumulative Redeemable Perpetual Preferred Units; and

 

•

Registration Statement No. 333-203800, filed on May 1, 2015, registering the offer and sale by the Partnership and certain subsidiaries from time to time of up to $600,000,000 of Common Units, Preferred Units, subordinated units representing limited partner interests in the Partnership, warrants and debt securities and guarantees.

On August 26, 2016, an order confirming the pre-packaged plan of reorganization (the “Plan”) of the Partnership and certain of its subsidiaries (collectively with the Partnership, “Atlas”) was entered by the United States Bankruptcy Court for the Southern District of New York. On September 1, 2016, Atlas substantially consummated the Plan and emerged from their Chapter 11 cases. As part of the transactions undertaken pursuant to the Plan, the Partnership’s equity was cancelled, the Partnership dissolved and Titan Energy, LLC, an affiliate of the Partnership, became the successor issuer to the Partnership pursuant to Rule 12g-3 of the Securities Exchange Act of 1934, as amended.

As a result of the completion of the transactions contemplated by the Plan, the Partnership has terminated all offerings of securities pursuant to the Registration Statements. In accordance with the undertakings made by the Partnership in the Registration Statements to remove from registration, by means of a post-effective amendment, any of the securities that had been registered for issuance that remain unsold at the termination of such offering, the Partnership hereby removes from registration by means of this Post-Effective Amendment No. 1 all of such securities registered but unsold under the Registration Statements.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statements on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Philadelphia, Commonwealth of Pennsylvania on September 7, 2016.

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to the Registration Statements on Form S-3 has been signed below by the following persons in the capacities and on the dates indicated below.

 

/s/ Daniel C. Herz Daniel C. Herz		Chief Executive Officer and Director (Principal Executive Officer)		September 7, 2016
/s/ Jeffrey M. Slotterback Jeffrey M. Slotterback		Chief Financial Officer and Director (Principal Financial Officer)		September 7, 2016
/s/ Matthew J. Finkbeiner Matthew J. Finkbeiner		Chief Accounting Officer (Principal Accounting Officer)		September 7, 2016
/s/ Edward E. Cohen Edward E. Cohen		Executive Chairman of the Board		September 7, 2016
/s/ Jonathan Z. Cohen Jonathan Z. Cohen		Executive Vice Chairman of the Board		September 7, 2016

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Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Post-Effective Amendment No. 1 to the Registration Statements on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in Philadelphia, Pennsylvania, on September 7, 2016.

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to the Registration Statements on Form S-3 has been signed below by the following persons in the capacities and on the dates indicated below.

 

/s/ Daniel C. Herz Daniel C. Herz		Chief Executive Officer and Director (Principal Executive Officer)		September 7, 2016
/s/ Jeffrey M. Slotterback Jeffrey M. Slotterback		Chief Financial Officer and Director (Principal Financial Officer)		September 7, 2016
/s/ Matthew J. Finkbeiner Matthew J. Finkbeiner		Chief Accounting Officer (Principal Accounting Officer)		September 7, 2016
/s/ Edward E. Cohen Edward E. Cohen		Executive Chairman of the Board		September 7, 2016
/s/ Jonathan Z. Cohen Jonathan Z. Cohen		Executive Vice Chairman of the Board		September 7, 2016