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As Of Filer Filing As/For/On Docs:Pgs Issuer Agent 11/01/06 Atlas Energy Resources/LLC S-1/A 15:510 RR Donnelley/FA
Document/Exhibit Description Pages Size
1: S-1/A Amendment No. 2 to Form S-1 Registration Statement HTML 2,751K
2: EX-1.1 Form of Underwriting Agreement HTML 209K
3: EX-8.1 Opinion of Ledgewood, P.C. HTML 11K
4: EX-10.1 Form of Contribution and Assumption Agreement HTML 63K
5: EX-10.2 Form of Omnibus Agreement HTML 27K
6: EX-10.3 Form of Management Agreement HTML 63K
7: EX-10.4.(A) Master Natural Gas Gathering Agreement HTML 60K
8: EX-10.4.(B) Natural Gas Gathering Agreement HTML 54K
9: EX-10.4.(C) Amendment to Mater Natural Gas Gathering HTML 17K
Agreement
10: EX-10.4.(D) Form of Amendment and Joinder to Gas Gathering HTML 25K
Agreement
11: EX-10.5.(A) Ominbus Agreement, Dated February 2, 2000 HTML 39K
12: EX-10.5.(B) Form of Amendment and Joinder to Omnibus HTML 23K
Agreement
13: EX-10.8 Form of Long-Term Incentive Plan HTML 39K
14: EX-10.9 Drilling and Operating Agreement HTML 148K
15: EX-23.1 Consent of Grant Thornton Llp HTML 7K
| Amendment No. 2 to Form S-1 Registration Statement |
As filed with the Securities and Exchange Commission on November 1, 2006
Registration No. 333-136094
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT
No. 2 to
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ATLAS ENERGY RESOURCES, LLC
(Exact name of registrant as specified in its charter)
| 1311 | 75-3218520 | |||
| (State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification No.) |
311 Rouser Road
Moon Township, Pennsylvania 15108
(412) 262-2830
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive office)
Edward E. Cohen
Atlas Energy Resources, LLC
311 Rouser Road
Moon Township, Pennsylvania 15108
(412) 262-2830
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Please send copies of communications to:
| Lisa A. Ernst |
Thomas P. Mason | |
| Ledgewood |
Catherine S. Gallagher | |
| 1900 Market Street |
Vinson & Elkins L.L.P. | |
| 1001 Fannin Street | ||
| (215) 731-9450 |
Houston, Texas 77002 | |
| (713) 758-2222 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ¨
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
| PROSPECTUS | SUBJECT TO COMPLETION | November 1, 2006 |
6,075,000 Common Units
[Logo]
ATLAS ENERGY RESOURCES, LLC
Representing Class B Limited Liability Company Interests
This is the initial public offering of our common units. No public market currently exists for our common units. We expect the initial public offering price to be between $ and $ per common unit.
We have applied to list our common units on the New York Stock Exchange under the symbol “ATN.”
Investing in our common units involves risks. Please read “ Risk factors” beginning on page 24.
These risks include:
| Ø | We may not have sufficient cash flow from operations to pay our initial quarterly distribution following the establishment of cash reserves and payment of fees and expenses, including payments to our manager. |
| Ø | If commodity prices decline significantly, our cash flow from operations may decline and we may have to lower our distribution or may not be able to pay distributions at all. |
| Ø | Unless we replace our reserves, our reserves and production will decline, which would reduce our cash flows from operations and impair our ability to make distributions. |
| Ø | Our operations require substantial capital expenditures, which will reduce our cash available for distribution. We may not be able to obtain needed capital or financing on satisfactory terms. |
| Ø | Our fee-based revenues may decline if we are unsuccessful in continuing to sponsor investment partnerships. |
| Ø | Our business depends on gathering and transportation facilities owned by Atlas Pipeline Partners, L.P. Any limitation in the availability of those facilities would interfere with our ability to market the natural gas we produce and could reduce our revenues and cash available for distribution. |
| Ø | Atlas America, Inc. and its affiliates will own a controlling interest in us upon completion of this offering. |
| Ø | Members of our board of directors and Atlas America and its affiliates, including our manager, may have conflicts of interest with us. |
| Ø | Termination by us of our management agreement with our manager is difficult. |
| Ø | You will experience immediate and substantial dilution of $16.28 per common unit. |
| Ø | You may be required to pay taxes on income from us even if you do not receive any cash distributions from us. |
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
| Per Common Unit | Total | |||
| Public offering price | $ | $ | ||
| Underwriting discounts and commissions(1) | $ | $ | ||
| Proceeds, before expenses, to us | $ | $ |
| (1) | Excludes structuring fee of $ payable to UBS Securities LLC. |
The underwriters may also purchase up to an additional 911,250 common units at the public offering price, less the underwriting discounts and commission payable by us, to cover over-allotments, if any, within 30 days from the date of this prospectus. If the underwriters exercise this option in full, the total underwriting discounts and commissions will be $ and our total proceeds, before expenses will be $ .
The underwriters are offering the common units as set forth under “Underwriting.” Delivery of the common units will be made on or about , 2006.
UBS Investment Bank
The date of this prospectus is , 2006
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| Percentage Allocations of Available Cash from Operating Surplus |
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| MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
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| Dismantlement, Restoration, Reclamation and Abandonment Costs |
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| SECURITY OWNERSHIP OF PRINCIPAL BENEFICIAL OWNERS AND MANAGEMENT |
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| Agreement to be Bound by Limited Liability Company Agreement; Power of Attorney |
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You should rely only on the information contained in this prospectus. We have not, and the underwriters have not, authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not, and the underwriters are not, offering to sell our common units or seeking offers to buy our common units in any jurisdiction where offers and sales are not permitted. The information contained in this prospectus is accurate only as of the date on the front cover of this prospectus, regardless of the time of delivery of this prospectus or any sale of the common units offered hereby.
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This summary highlights information contained elsewhere in this prospectus. You should read the entire prospectus carefully, including the historical and pro forma financial statements and the notes to those financial statements. The information presented in this prospectus assumes (1) an initial public offering price of $20.00 per common unit, the mid-point of the price range set forth on the front cover of this prospectus, and (2) that the underwriters do not exercise their option to purchase additional common units.
You should read “Risk factors” beginning on page 24 for information about important factors that you should consider carefully before buying our common units. We include a glossary of some of the industry terms used in this prospectus in Appendix B. Wright and Company, Inc., an independent engineering firm, provided the estimates of our proved natural gas and oil reserves as of March 31, 2006 included in this prospectus. A summary prepared by Wright and Company of its reserve report is located at the back of this prospectus as Appendix C, and is referred to in this prospectus as the reserve report. References in this prospectus to “Atlas Energy Resources,” “we,” “our,” “us,” or like terms, when used in an historical context or in the present tense, refer to the subsidiaries that Atlas America will contribute to Atlas Energy Resources in connection with this offering and, when used prospectively, refer to Atlas Energy Resources, LLC and its subsidiaries. References to fiscal 2005 are to Atlas America E&P Operations’ most recent fiscal year end, which was September 30, 2005. Our first fiscal year will end on December 31, 2006. References to “our manager” or “Atlas Energy Management” are to Atlas Energy Management, Inc.
We are a limited liability company focused on the development and production of natural gas and, to a lesser extent, oil principally in the Appalachian Basin. We sponsor and manage tax-advantaged investment partnerships, in which we coinvest, to finance the exploitation and development of our acreage. Our goal is to increase the distributions to our unitholders by continuing to grow the net production from our natural gas and oil production business as well as the fee-based revenues from our partnership management business.
We were formed in June 2006 to own and operate substantially all of the natural gas and oil assets and the investment partnership management business of Atlas America, Inc. (Nasdaq: ATLS). Atlas America has been involved in the energy industry since 1968, expanding its operations in 1998 when it acquired The Atlas Group, Inc. and in 1999 when it acquired Viking Resources Corporation, both engaged in the development and production of natural gas and oil and the sponsorship of investment partnerships.
We are managed by Atlas Energy Management, Inc., a wholly-owned subsidiary of Atlas America. Through our manager, the Atlas America personnel currently responsible for managing our assets and capital raising will continue to do so on our behalf upon completion of this offering.
As of June 30, 2006, our principal assets consisted of:
| Ø | working interests in 6,252 gross producing gas and oil wells; |
| Ø | overriding royalty interests in 632 gross producing gas and oil wells; |
| Ø | our investment partnership business, which includes equity interests in 92 investment partnerships and a registered broker-dealer which acts as the dealer-manager of our investment partnership offerings; |
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| Ø | approximately 543,400 gross (491,000 net) acres, primarily in the Appalachian Basin, over half of which, or 286,700 gross (273,200 net) acres, are undeveloped; and |
| Ø | an interest in a joint venture that gives us the right to drill up to 300 net wells before June 30, 2007 on approximately 209,000 acres in Tennessee. |
In addition, at March 31, 2006, the date of our most recent reserve report, we had proved reserves of 170.9 Bcfe, including the reserves net to our equity interest in the investment partnerships and our direct interests in producing wells.
For the twelve month period ended June 30, 2006, we produced 25,110 Mcfe/d net to our interest in the production of our investment partnerships and including our direct interests in producing wells, which resulted in an average proved reserves to production ratio, or average reserve life, of approximately 18 years based on our proved reserves at March 31, 2006.
According to Rigdata.com, we were the 10th most active operator in the United States based on well starts from January 2006 to August 2006. As of June 30, 2006, we had identified approximately 500 proved undeveloped drilling locations and over 2,400 additional potential drilling locations on our acreage and our Tennessee joint venture acreage.
We fund the drilling of natural gas and oil wells on our acreage by sponsoring and managing tax-advantaged investment partnerships. We generally structure our investment partnerships so that, upon formation of a partnership, we coinvest in and contribute leasehold acreage to it, enter into drilling and well operating agreements with it and become its managing general partner.
We derive substantially all of our revenues from our equity interest in the oil and gas produced by the investment partnerships as well as the fees paid by the partnerships to us for acting as the managing general partner as follows:
| Ø | Gas and oil production. We receive an interest in each investment partnership proportionate to the value of our coinvestment in it and the value of the acreage we contribute to it, typically 27% to 30% of the overall capitalization of a particular partnership. We also receive an incremental interest in each partnership, typically 7%, for which we do not make any additional capital contribution. Consequently, our equity interest in the reserves and production of each partnership is typically between 34% and 37%. |
| Ø | Partnership management. As managing general partner of our investment partnerships, we receive the following fees: |
| Ø | Well construction and completion. For each well that is drilled by an investment partnership, we receive a 15% mark-up on those costs incurred to drill and complete the well. |
| Ø | Administration and oversight. For each well drilled by an investment partnership, we receive a fixed fee of approximately $15,000. Additionally, the partnership pays us a monthly per well administrative fee of $75 for the life of the well. Because we coinvest in the partnerships, the net fee that we receive is reduced by our proportionate interest in the well. |
| Ø | Well services. Each partnership pays us a monthly per well operating fee, currently $200 to $362, for the life of the well. Because we coinvest in the partnerships, the net fee that we receive is reduced by our proportionate interest in the well. |
| Ø | Gathering. Historically, each partnership paid us a gathering fee which was typically insufficient to cover all of the gathering fees due to Atlas Pipeline. After the closing of this offering, pursuant to the |
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