Atlas Energy Solutions Inc. (NYSE: AESI) (“Atlas” or the
“Company”) today announced the effectiveness of the registration
statement on Form S-4 (the “Registration Statement”) filed by New
Atlas HoldCo Inc., a Delaware corporation and wholly owned
subsidiary of the Company (“New Atlas”), in connection with the
with the Company’s previously announced Up-C Simplification (as
defined below), as well as the subsequent approval of the Up-C
Simplification by holders of a majority of the voting power of the
Company’s Class A common stock, par value $0.01 per share (the
“Class A common stock), and Class B common stock, par value $0.01
per share (the “Class B common stock, and, together with the Class
A common stock, “common stock”).
As previously announced, on July 31, 2023, the Company’s Board
of Directors approved an Up-C simplification transaction (the "Up-C
Simplification") pursuant to which, among other things, (i) all
outstanding shares of the Company’s Class A common stock and all
outstanding operating units (“Operating Units”) of the Company’s
operating subsidiary, Atlas Sand Operating, LLC, will be exchanged
on a 1:1 basis for shares of common stock of New Atlas and (ii) all
outstanding shares of our Class B common stock that correspond to
the outstanding Operating Units will be surrendered and cancelled
for no consideration. The overall proportionate economic ownership
and voting percentage of our equity holders in our business after
the Up-C Simplification will be the same as their current overall
proportionate economic ownership of and voting percentage in our
business immediately prior to completion of the Up-C
Simplification. The Up-C Simplification is expected to simplify our
current corporate structure into a single class of common stock,
reduce overhead expenses and could result in increased demand for
our stock from certain indices and asset managers due to the
elimination of the dual-class share structure and associated
bifurcation of our market capitalization. On July 31, 2023, the
Company entered into a Master Reorganization Agreement (the “Master
Reorganization Agreement”) setting forth the terms of the Up-C
Simplification transaction, and on August 1, 2023, New Atlas filed
the Registration Statement, which included an information statement
of the Company and prospectus of New Atlas relating to the Up-C
Simplification (the “Information Statement/Prospectus”).
On September 11, 2023, the U.S. Securities and Exchange
Commission (the “SEC”) declared the Registration Statement
effective. Thereafter, on September 12, 2023, holders of a majority
of the voting power of the Company’s outstanding common stock
delivered a written consent approving the Company’s entry into the
Master Reorganization Agreement and the transactions contemplated
thereby, and the Company commenced mailing of the Information
Statement/Prospectus to stockholders of record as of the close of
business on September 11, 2023. The Up-C Simplification is
currently expected to be completed on October 2, 2023, subject to
the satisfaction or waiver of certain closing conditions specified
in the Master Reorganization Agreement.
About Atlas Energy Solutions
Our company was founded in 2017 by long-time E&P operators
and led by Bud Brigham. Our experience as E&P operators,
combined with our unique asset base and focus on using technology
to deliver novel solutions to our customers’ toughest challenges
and mission-critical needs differentiates us as the proppant and
logistics provider of choice in the Permian Basin.
Atlas is a leader in the proppant and proppant logistics
industry and is currently solely focused on serving customers in
the Permian Basin of West Texas and New Mexico, the most active oil
and natural gas producing regions in North America. Our Kermit, TX
and Monahans, TX facilities are strategically located and
specifically designed to maximize reliability of supply and product
quality, and our deployment of trucking assets and the Dune Express
is expected to drive significant logistics efficiencies.
Our core mission is to maximize value for our stockholders by
generating strong cash flow and allocating our capital resources
efficiently, including providing a regular and durable return of
capital to our investors through industry cycles. Further, we
recognize that our long-term profitability is maximized in being
good stewards of the environments and communities in which we
operate. In our pursuit of this mission, we work to improve the
processes involved in the development of hydrocarbons, which we
believe will ultimately contribute to providing individuals with
access to the energy they need to sustain or improve their quality
of life in a clean, safe, and efficient manner. We take great pride
in contributing positively to the development of the hydrocarbons
that power our lives.
Cautionary Statement Regarding Forward-Looking
Statements
This press release contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as
amended (the “Securities Act”), and Section 21E of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”). Statements
that are predictive or prospective in nature, that depend upon or
refer to future events or conditions or that include the words
“may,” “assume,” “forecast,” “position,” “strategy,” “potential,”
“continue,” “could,” “will,” “plan,” “project,” “budget,”
“predict,” “pursue,” “target,” “seek,” “objective,” “believe,”
“expect,” “anticipate,” “intend,” “estimate” and other expressions
that are predictions of or indicate future events and trends and
that do not relate to historical matters identify forward-looking
statements. Examples of forward-looking statements include, but are
not limited to, statements about our business strategy, our
industry, our future operations and profitability, expected capital
expenditures and the impact of such expenditures on our
performance, statements about the proposed Up-C Simplification,
including the timing of its completion, our ability to consummate
it, its consequences and the anticipated benefits of the Up-C
Simplification to the Company, statements about our financial
position, production, revenues and losses, our capital programs,
management changes, current and potential future long-term
contracts and our future business and financial performance.
Although forward-looking statements reflect our good faith beliefs
at the time they are made, we caution you that these
forward-looking statements are subject to a number of risks and
uncertainties, most of which are difficult to predict and many of
which are beyond our control. These risks include but are not
limited to: commodity price volatility stemming from the ongoing
war in Ukraine; adverse developments affecting the financial
services industry; our ability to complete growth projects,
including the Dune Express, on time and on budget; the possibility
that the closing conditions of the Master Reorganization Agreement
may not be satisfied or waived, including that a governmental
entity may prohibit, delay or refuse to grant a necessary
regulatory approval; the risk that stockholder litigation in
connection with the Up-C Simplification may affect the timing or
occurrence of the transactions or result in significant costs of
defense, indemnification and liability; changes in general
economic, business and political conditions, including changes in
the financial markets; transaction costs; diversion of management’s
time and attention in connection with the corporate reorganization
transactions; actions of OPEC+ to set and maintain oil production
levels; the level of production of crude oil, natural gas and other
hydrocarbons and the resultant market prices of crude oil;
inflation; environmental risks; operating risks; regulatory
changes; lack of demand; market share growth; the uncertainty
inherent in projecting future rates of reserves; production; cash
flow; access to capital; the timing of development expenditures;
and other factors discussed or referenced in our filings made from
time to time with the SEC, including those discussed under the
heading “Risk Factors” in our final prospectus, dated March 8,
2023, filed with the SEC pursuant to Rule 424(b) under the
Securities Act on March 10, 2023 in connection with our initial
public offering, and any subsequently filed Quarterly Reports on
Form 10-Q and Current Reports on Form 8-K. Readers are cautioned
not to place undue reliance on forward-looking statements, which
speak only as of the date hereof. Factors or events that could
cause our actual results to differ may emerge from time to time,
and it is not possible for us to predict all of them. We undertake
no obligation to publicly update or revise any forward-looking
statement, whether as a result of new information, future
developments or otherwise, except as may be required by law.
No Offer or Solicitation
This communication relates to the Up-C Simplification between
Atlas and New Atlas. This communication is for informational
purposes only and does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval, in any jurisdiction, pursuant to the Up-C
Simplification or otherwise, nor shall there be any sale, issuance,
exchange or transfer of the securities referred to in this document
in any jurisdiction in contravention of applicable law. No offer of
securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act.
Important Additional Information
In connection with the Up-C Simplification, New Atlas has filed
with the SEC a Registration Statement, which includes the
Information Statement/Prospectus. The Registration Statement was
declared effective by the SEC on September 11, 2023, and the
accompanying Information Statement/Prospectus was first mailed to
holders of the Company’s common stock on September 12, 2023. Atlas
and New Atlas may also file other documents with the SEC regarding
the Up-C Simplification. This document is not a substitute for the
Registration Statement and Information Statement/Prospectus that
were filed with the SEC or any other documents that Atlas or New
Atlas may file with the SEC or send to shareholders of Atlas in
connection with the Up-C Simplification. INVESTORS AND SHAREHOLDERS
OF ATLAS ARE URGED TO READ THE REGISTRATION STATEMENT AND
INFORMATION STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS
THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY
AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN
THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE
UP-C SIMPLIFICATION AND RELATED MATTERS.
Investors and shareholders can obtain free copies of the
Registration Statement and the Information Statement/Prospectus and
all other documents filed or that will be filed with the SEC by
Atlas or New Atlas, through the website maintained by the SEC at
www.sec.gov. These documents can also be obtained free of charge
from Atlas or New Atlas by directing a written request to Atlas
Energy Solutions Inc., 5918 W. Courtyard Drive, Suite 500, Austin,
Texas 78730, Attention: Investor Relations, Telephone:
512-220-1200.
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version on businesswire.com: https://www.businesswire.com/news/home/20230913293116/en/
Kyle Turlington T: 512-220-1200 IR@atlas.energy
New Atlas Holdco (NYSE:AESI)
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