The company amended its June 2007 JPMorgan credit agreement to clarify that no swap agreement for its gas and oil production may run longer than 66 months. The lenders also raised the conforming borrowing base from $685.0 million to $735.0 million, giving more borrowing capacity under the existing facility.
29 June 2007asset acquisition disposition▲ GoodMajor
The DTE Gas & Oil acquisition closed on June 29, 2007 at about $1.258 billion including initial adjustments (subject to final adjustment), completing the deal announced in May. It was funded by a new $850 million five-year revolving credit facility (JPMorgan as agent; $713.9 million borrowed that day, which also repaid the December 2006 Wachovia facility) and the completed $600 million private placement of 7,298,181 common units and 16,702,828 Class D units at a weighted average $25.00. The Class D units are non-voting and subordinated to common units, and convert one-for-one to common only if unitholders approve, with a meeting or consent due by November 11, 2007; Atlas America and Atlas Management, holding about 67.3% of voting units, agreed to vote in favour. Richard Redmond was hired to run the Michigan business under an employment agreement with Atlas America, and the company agreed to register the placed units for resale. The filing text is truncated.
21 May 2007capital raising announcement▲ GoodMajor
The company agreed on May 18, 2007 to buy DTE Gas & Oil Company from MCN Energy Enterprises and DTE Energy for about $1.225 billion in cash. DGO holds interests in about 2,150 Antrim Shale gas wells in Michigan (about 228,000 net developed and 66,000 net undeveloped acres), with closing expected around June 30, 2007. To pay for it, the company got a commitment for an $850 million five-year revolving credit facility from JPMorgan and agreed a $600 million private placement of about 7.3 million common units and 16.7 million Class D units at a weighted average $25.00. Class D units are non-voting and rank behind common units, and would convert to common only if unitholders approve; Atlas America (about 80% owner) was to vote for it. The press release says reserves would rise from 181 to 794 Bcfe and guides 2008 distributions of $2.20-$2.40 per common unit, versus the current $0.43 per quarter; these are management's expectations.
The Atlas America compensation committee adopted standard forms of phantom unit, non-employee director, unit award and option grant agreements for awards under the Long-Term Incentive Plan adopted in December 2006. No specific grants or amounts are given in the filing.
Hess Corporation consented, through a Third Amendment dated January 5, 2007 and effective December 18, 2006, to Atlas America's assignment of its Gas Purchase Agreement with Hess to the company. This finishes a paperwork step from the IPO-time asset contribution.
22 Dec 2006asset acquisition disposition● NeutralMajor
With the IPO completed on December 18, 2006, parent Atlas America contributed its natural gas and oil development and production subsidiaries and assets to the company. In return the company distributed to Atlas America the $121,730,000 net offering proceeds, 30,301,746 common units, 748,456 Class A units and the management incentive interests, and redeemed 948,750 common units from Atlas America in connection with the over-allotment option. Atlas America agreed to indemnify for certain pre-closing environmental liabilities (capped at $25.0 million, after $500,000 of losses) and title defects, Atlas Energy Management will run the business under a management agreement it cannot terminate before December 18, 2016, and an omnibus agreement gives the company first right on certain gas and oil opportunities. The company also joined Atlas Pipeline's gathering agreement, with Atlas America assuming the gathering fees payable. The filing text is truncated, so further items (including debt, equity and governance items listed in the headers) are not covered here.
Atlas Energy Resources signed the underwriting agreement for its initial public offering: 6,250,000 common units at $21.00 each ($19.6875 net of the underwriting discount), led by UBS Securities, with an option for the underwriters to buy 948,750 more units. The board also adopted a Long-Term Incentive Plan allowing up to 3,742,000 common units to be awarded to officers, directors and employees/consultants of the company and its manager and affiliates, which could dilute existing unitholders as awards are made.