History
Atlas Energy Group borrowed from Riverstone, lost its Atlas Resource Partners stake to that company's Chapter 11, left the NYSE, and was still extending its loans in late 2018.
2015-2016: Borrowing and a slide off the exchange
Atlas Energy Group was the general partner of Atlas Resource Partners (ARP), in which it also held about a 28% limited partner interest. The NYSE certified its securities for listing in February 2015. In May the company agreed to sell ATLS Production Company, which held Arkoma basin gas properties, to ARP Production Company for $35.5 million. The filings seen never confirm that this sale closed.
In August 2015 it signed a secured term loan of up to $82.7 million with Riverstone Credit Partners, priced at LIBOR plus 7.0%, with covenants that limited its flexibility. Trouble followed on the exchange. In December 2015 the NYSE warned that its market value and stockholders' equity were each under $50 million. A second notice in January 2016 said its units had averaged under $1.00. On March 18, 2016 the NYSE began delisting proceedings after average market value fell below $15 million, and the units moved to the OTCQX from March 21 under the same ticker.
On March 30, 2016 the Riverstone debt was restructured into a $35 million first lien and a $35.8 million second lien, after a prepayment of roughly $4.8 million. The second lien accrued interest in kind at 30%, and cash distributions on common and preferred units were banned. On April 27 the lenders received warrants over 4,668,044 common units at $0.20 each, expiring March 30, 2026, which would dilute existing unitholders.
2016: ARP collapses
In July 2016 ARP skipped a repayment installment of $143.7 million after its borrowing base was cut from $700 million to $530 million. Riverstone waived the resulting cross-default on Atlas Energy Group's own loans. On July 27, ARP and certain subsidiaries filed for Chapter 11 with a pre-packaged plan. About $674 million of first lien debt, $250 million of second lien debt and $667.6 million of senior notes were accelerated. The filings seen do not say what Atlas Energy Group kept of its ARP interests.
By October 2016 Atlas Energy Group had amended its Riverstone loans to name Titan Energy, LLC as ARP's successor. The amendments also removed the financial covenants and cross-defaults taken from ARP's credit agreement.
2017-2018: Asset sales and rolling extensions
On August 29, 2017, Lightfoot Capital Partners, in which Atlas Energy Group held 15.9% of the general partner and 12.0% of the limited partner, and Arc Logistics agreed to be bought by Zenith Energy U.S. The company expected net proceeds of $12.2 million and $8.1 million, plus $7.8 million from Lightfoot's sale of its Gulf LNG interest, and planned to pay $3.4 million for 1.8% of Arc Terminals Joliet Holdings. It intended to use the money to repay the first lien. Closing was targeted for late 2017 or early 2018, but the filings seen never confirm it. Shares on issue rose from 26.0 million at the end of 2016 to 32.0 million at the end of 2017, though the beats do not explain the increase.
The first lien, originally due September 2017, was instead extended repeatedly through short amendments, the latest to March 31, 2019 on December 20, 2018. A December 2017 amendment added a default trigger for failing to notify Riverstone of certain transaction proposals, and waivers were granted in 2018 for missed reports. The second lien matured March 30, 2019.
2018-2019: Stepping back from reporting
On December 11, 2018 the company terminated the registration of a class of its securities, ending its reporting obligation for them. On January 29, 2019 it suspended its duty to file periodic reports with the SEC. At that date, both Riverstone loans were due within weeks of each other in March 2019, and the company still held its Atlas Growth Partners and Lightfoot interests.
Written from the 15 story beats below (2015 to 29 Jan 2019), which come from the company's own announcements and filings.