UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 3, 2016
ATLAS ENERGY GROUP, LLC
(Exact name of registrant specified in its charter)
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| Delaware | | 001-36725 | | 45-3741247 |
(State or Other Jurisdiction Of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
Park Place Corporate Center One
1000 Commerce Drive, Suite 400
Pittsburgh, PA 15275
(Address of principal executive offices, zip code)
Registrant’s telephone number, including area code: (412) 489-0006
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 7.01 | Regulation FD Disclosure. |
On November 2, 2016, the board of directors (the “Board”) of the general partner (the “General Partner”) of Atlas Growth Partners, L.P. (the “Partnership”) determined that it was in the best interest of the Partnership and its limited partners to retain its cash flow and reinvest in its business and assets. Accordingly, the Board has elected to suspend the Partnership’s quarterly distributions, beginning with the distribution with respect to the three months ended September 30, 2016.
In addition, the Partnership has decided to temporarily suspend the Partnership’s primary offering efforts in light of new regulations and the challenging fundraising environment until such time as market participants have had an opportunity to ascertain the impact of such issues.
As of September 30, 2016, Atlas Energy Group, LLC owned 80% of the General Partner and a 2.1% limited partner interest in the Partnership.
The information provided in this Item 7.01 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be incorporated by reference in any filing made by the registrant pursuant to the Securities Act of 1933, as amended, other than to the extent that such filing incorporates by reference any or all of such information by express reference thereto.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | | | ATLAS ENERGY GROUP, LLC |
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| Dated: November 3, 2016 | | | | By: | | /s/ Jeffrey M. Slotterback |
| | | | | | Name: Jeffrey M. Slotterback |
| | | | | | Title: Chief Financial Officer |
