| Item 5.01. | Changes in Control of Registrant. |
On May 1, 2020, pursuant to an Exchange Agreement by and among Riverstone Credit Partners – Direct, L.P. (“Riverstone”) and other lenders (collectively, the “Lenders”), Atlas Energy Group, LLC (“AEG”), New Atlas Holdings, LLC (the “Borrower”, and together with AEG and the other guarantors, the “Loan Parties”), AEG has transferred (the “Debt Exchange”) assets to the Lenders that include (i) an 80.01% membership interest in Atlas Growth Partners GP, LLC (“AGP GP”), the general partner of Atlas Growth Partners, LP (the “Company”), and (ii) 500,010 common units representing limited partner interests in the Company. As of the date of the Debt Exchange, approximately $108,431,309 in principal amount of loans remained outstanding, which obligation was terminated in the Debt Exchange.
As a result of the Debt Exchange and related transactions, Riverstone, in its capacity as a Lender, received an approximate 61% membership interest in AGP GP, and, as a result, now has the ability to control the Company’s management and operations and appoint all of the members of the Board of Directors (the “Board”) of AGP GP.
The interests of Limited Partners of the Company are not affected, altered or otherwise modified by the Debt Exchange.
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Directors
In connection with and following the Debt Exchange, AGP GP appointed Christopher Abbate, Daniel Flannery and Jack Maleh to serve as directors on the Board (collectively, the “New Directors”) replacing each of William R. Bagnell, Edward E. Cohen, Jonathan Z. Cohen, John P. Hanna ,Walter C. Jones and Jeffrey F. Kupfer (collectively, the “Former Directors”) who have resigned as directors of AGP GP in connection with the Debt Exchange. The New Directors terms as directors began on May 1, 2020 and the Former Directors resignations were effective on May 1, 2020.
There are no other arrangements or understandings between any of the New Directors and any other person pursuant to which he was selected to serve on the Board. There are no transactions in which the Company is a party and in which any of the New Directors has a material interest subject to disclosure under Item 404(a) of RegulationS-K. There are no related person transactions (within the meaning of Item 404(a) of RegulationS-K) in which the Company is a party and in which any of the New Directors has a material interest.
Officers
In connection with and following the Debt Exchange, AGP GP appointed Jeffrey Slotterback, currently AGP GP’s Chief Financial Officer, to serve as Chief Executive Officer in addition to continuing as Chief Financial Officer, and Christopher Walker, currently AGP GP’s Chief Operating Officer, will continue to serve in that capacity (collectively, the “New Officers”). Edward E. Cohen, John P. Hanna and Joel S. Heiser (collectively, the “Former Officers”) have resigned as Chief Executive Officer, President, and General Counsel and Secretary of AGP GP, respectively in connection with the Debt Exchange. The respective terms of the New Officers as officers began on May 1, 2020 and the Former Officers resignations were effective on May 1, 2020.
Engagement Letters
In connection with the Debt Exchange, the Company entered into that certain engagement letter (the “Slotterback Engagement Letter”), dated as of April 29, 2020 by and between the Company and PhiCap Advisors, LLC (“PCA”), pursuant to which the Company will pay to PCA $25,000 per month and PCA will provide financial, advisory and consultation services to the Company. The Slotterback Engagement
