UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, ~~D.C.~~DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of ~~Report~~report (Date of ~~Earliest~~earliest ~~Event~~event ~~Reported~~reported): May 115, 2020

~~ATLAS~~Atlas ~~GROWTH~~Growth ~~PARTNERS~~Partners, L.P.

(Exact name of registrant as specified in its ~~charter~~chapter)

Delaware		000-55603		80-0906030
(State or other jurisdiction of incorporation)		(~~Commission~~CommissionFile ~~File~~ Number)		(~~I.R.S.~~IRS ~~Employer~~EmployerIdentification ~~Identification~~ No.)

425 Houston Street, Suite 300

Fort Worth, Texas

76102

(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

N/A

(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))

Securities registered pursuant to Section 12(b) of the Act: None.

~~Title~~Indicate by check whether the registrant is an emerging growth company as defined in Rule 405 of ~~each~~the ~~class~~Securities ~~Trading~~Act ~~Symbol~~of ~~Name~~1933 (§230.405 of ~~each~~this ~~exchange~~chapter) onor Rule ~~which~~12b-2 ~~registered~~of ~~n/a~~the ~~n/a~~Securities ~~n/a~~Exchange Act of 1934 (§240.12b-2 of this chapter).

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Item 58.01. ~~Changes~~Other ~~in Control of Registrant~~Events.

On ~~May~~March 125, 2020, ~~pursuant~~the toU.S. anSecurities and Exchange ~~Agreement~~Commission by(the ~~and~~“SEC”) ~~among~~issued ~~Riverstone~~an ~~Credit~~order ~~Partners~~under –Section 36 ~~Direct,~~(Release LNo.~~P. (“Riverstone”~~ 34-88465) ~~and other~~of ~~lenders (collectively,~~ the ~~“Lenders”),~~Securities ~~Atlas~~Exchange ~~Energy~~Act ~~Group~~of 1934, ~~LLC~~as amended (the “~~AEG~~Exchange Act”), ~~New~~granting ~~Atlas~~exemptions ~~Holdings,~~from ~~LLC~~specified (provisions of the ~~“Borrower”,~~Exchange Act and ~~together~~certain rules thereunder by providing conditional relief to public companies that are unable to timely comply with ~~AEG~~their ~~and~~filing ~~the~~obligations ~~other~~as ~~guarantors,~~a result of the ~~“Loan~~novel ~~Parties~~coronavirus (“COVID-19”), ~~AEG~~outbreak ~~has transferred~~ (the “~~Debt~~SEC ~~Exchange~~Order”). ~~assets~~The SEC Order provides that a registrant subject to the ~~Lenders~~reporting ~~that~~requirements ~~include~~of Exchange Act Section 13(ia) an ~~80.01%~~or ~~membership~~15(d), ~~interest~~and inany ~~Atlas~~person ~~Growth~~required ~~Partners~~to ~~GP,~~make ~~LLC~~any ~~(“AGP~~filings ~~GP”)~~with respect to such registrant, is exempt from any requirement to file or furnish materials with the ~~general~~SEC ~~partner~~under ofExchange ~~Atlas~~Act ~~Growth~~Sections ~~Partners~~13(a), LP13(f), 13(~~the~~g), ~~“Company”~~14(a), ~~and~~14(c), 14(iif) ~~500~~,~~010~~ ~~common~~15(d) ~~units~~and ~~representing~~Regulations ~~limited~~13A, ~~partner~~Regulation ~~interests~~13D-G in(except ~~the~~for ~~Company.~~those Asprovisions ofmandating the ~~date~~filing of ~~the~~Schedule ~~Debt~~13D ~~Exchange,~~or amendments ~~approximately~~to ~~$108~~Schedule 13D),~~431~~ 14A,~~309~~ in14C ~~principal~~and ~~amount~~15D, ofand ~~loans~~Exchange ~~remained~~Act ~~outstanding~~Rules 13f-1, ~~which~~and ~~obligation~~14f-1, ~~was~~as ~~terminated~~applicable, inif ~~the~~certain ~~Debt~~conditions ~~Exchange~~are satisfied.

AsAtlas aGrowth ~~result~~Partners, ofL.P. (the ~~Debt~~“Company”) ~~Exchange~~is ~~and~~relying ~~related~~on ~~transactions,~~the ~~Riverstone~~SEC Order issued by the SEC to extend the May 15, in2020 required filing date of its ~~capacity~~first asquarter a2020 ~~Lender,~~Quarterly ~~received~~Report anon ~~approximate~~Form ~~61%~~10-Q ~~membership~~(the “Company Form 10-Q”). The effects of COVID-19 have limited ~~interest~~the inabilities ~~AGP~~of GPthe Company’s employees to conduct normal business activities, including the preparation and review of the Company Form 10-Q. The Company is following the recommendations of governmental health authorities to minimize exposure risk for its employees, asincluding having some employees work remotely. As a result, ~~now~~of ~~has~~the implementation of such measures, the ~~ability~~limited tosize ~~control~~of the Company’s ~~management~~accounting staff and ~~operations~~the ~~and~~recent ~~appoint~~transition ~~all~~in the ownership of the ~~members~~Company’s ofGeneral Partner, the ~~Board~~Company ofhas ~~Directors~~experienced (difficulties in completing the ~~“Board”)~~normal offinancial ~~AGP~~closing GPprocesses and internal reviews that are required to timely file the Company Form 10-Q. The Company expects to file the Company Form 10-Q on or before June 29, 2020, 45 days after the original due date.

~~The~~In ~~interests~~light of ~~Limited~~the ~~Partners~~current ofCOVID-19 pandemic, the Company ~~are~~will ~~not~~be ~~affected,~~including ~~altered~~the orfollowing ~~otherwise~~Risk ~~modified~~Factor byin the ~~Debt~~Company ~~Exchange.~~Form 10-Q, as may be updated to reflect subsequent events impacting the Company:

~~Item~~The ~~5.02.~~ongoing ~~Departure~~COVID-19 ofoutbreak ~~Directors~~and orthe ~~Certain~~related ~~Officers;~~impact ~~Election~~on ofoil ~~Directors;~~and ~~Appointment~~natural ofgas ~~Certain~~prices ~~Officers;~~have ~~Compensatory~~adversely ~~Arrangements~~affected, ofand ~~Certain~~could ~~Officers~~continue to adversely affect, our business, financial condition and results of operations.

~~Directors~~The ongoing COVID-19 outbreak, which the WHO declared a pandemic and the United States Government declared a national emergency in March 2020, has reached more than 200 countries and has continued to be a rapidly evolving situation. The pandemic has resulted in widespread adverse impacts on the global economy and financial markets and we and our operators and other parties with whom we have business relations have experienced some resulting disruptions to our and their business operations. For example, since mid-March, we have had to limit access to our administrative offices and have taken certain other precautionary measures intended to help minimize the risk to our employees, our business and our community. There is considerable uncertainty regarding the extent to which COVID-19 will continue to spread and the extent and duration of governmental and other measures implemented to try to slow the spread of the virus, such as large-scale travel bans and restrictions, border closures, quarantines, shelter-in-place orders and business and government shutdowns. In addition, our employees are now working remotely, which could increase the risk of security breaches or other cyber-incidents or attacks, loss of data, fraud and other disruptions.

InThe ~~connection~~impact ~~with~~of ~~and following~~ the ~~Debt Exchange~~pandemic, ~~AGP~~including GPthe ~~appointed Christopher Abbate, Daniel Flannery and Jack Maleh to serve as directors~~resulting onsignificant ~~the~~reduction ~~Board~~in ~~(collectively,~~global ~~the~~demand ~~“New~~for ~~Directors”)~~oil ~~replacing each of William R. Bagnell~~and, ~~Edward~~to E.a ~~Cohen,~~lesser ~~Jonathan~~extent Z.natural ~~Cohen~~gas, ~~John~~coupled P.with ~~Hanna ,Walter C. Jones and Jeffrey F. Kupfer (collectively,~~ the ~~“Former~~sharp ~~Directors”)~~decline ~~who have resigned as directors of AGP GP~~ in ~~connection~~oil ~~with~~prices ~~the~~following ~~Debt Exchange. The New Directors terms as directors began on May 1, 2020 and~~ the ~~Former~~announcement ~~Directors~~of ~~resignations~~price ~~were effective on May 1, 2020.~~

~~There~~2 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 Regulation S-K. There are no related person transactions (within the meaning of Item 404(a) of Regulation S-K) in which the Company is a party and in which any of the New Directors has a material interest.

~~Officers~~ reductions and production increases in March 2020 by members of OPEC and other foreign, oil-exporting countries, is expected to lead to significant global economic contraction generally and in our industry in particular. Oil and natural gas prices are expected to continue to be volatile as a result of these events and the ongoing COVID-19 outbreak, and as changes in oil and natural gas inventories, industry demand and economic performance are reported. The current price environment has caused some of our operators’ wells to become uneconomic, which has resulted, and may result in the future, in suspension of production from those wells or a significant reduction in, existing production. Some operators may also attempt to shut in producing wells and avoid lease termination or payment of shut-in royalties by claiming force majeure, if provided for in the applicable lease. The curtailment of production or the shut-in of wells as a result of the ongoing COVID-19 outbreak and the drop in oil prices are both outside of our control, and the materialization of either circumstance could have a significant impact on our result of operations. We may receive notices regarding well shut-ins and curtailments of production from our operators as reductions in global demand for oil and natural gas resulting from the COVID-19 outbreak and depressed oil prices resulting from the OPEC decisions each continue and as oil storage facilities reach capacity and/or purchasers of crude products cancel previous orders as a result.

InDue ~~connection~~to ~~with and following~~ the ~~Debt~~recent ~~Exchange,~~significant ~~AGP~~decline GPin ~~appointed~~oil ~~Jeffrey~~and ~~Slotterback,~~natural ~~currently~~gas ~~AGP GP’s Chief Financial Officer~~prices, toas ~~serve~~well as ~~Chief~~longer-term ~~Executive~~commodity ~~Officer~~price inoutlooks ~~addition~~related to ~~continuing~~reduced asdemand ~~Chief~~for ~~Financial~~oil ~~Officer,~~ and ~~Christopher Walker, currently AGP~~ ~~GP’s~~natural ~~Chief~~gas ~~Operating~~as ~~Officer,~~a ~~will~~result ~~continue~~of tothe ~~serve~~COVID-19 inpandemic ~~that~~and ~~capacity~~other ~~(collectively~~supply factors, ~~the~~we ~~“New~~have ~~Officers”).~~recorded ~~Edward~~an E.impairment ~~Cohen,~~on ~~John~~our P.oil ~~Hanna~~ and ~~Joel~~natural S.gas ~~Heiser~~properties ~~(collectively,~~for the ~~“Former~~three ~~Officers”)~~months ~~have~~ended ~~resigned~~March 31, as2020. If ~~Chief~~the ~~Executive~~expected ~~Officer,~~significant ~~President,~~decline ~~and~~in ~~General~~the ~~Counsel~~price ~~and Secretary~~ of ~~AGP GP~~oil, ~~respectively~~natural ingas ~~connection~~and ~~with~~NGLs ~~the~~continues ~~Debt~~through ~~Exchange.~~future ~~The~~periods ~~respective~~or ~~terms~~if ofprices ~~the~~decrease ~~New~~further ~~Officers~~in asfuture ~~officers began on May 1~~periods, ~~2020~~we ~~and~~may ~~the~~be ~~Former~~required ~~Officers~~to ~~resignations~~record ~~were effective~~additional ~~on May 1, 2020~~impairments.

~~Engagement~~We ~~Letters~~cannot predict the full impact that COVID-19 or the significant disruption and volatility currently being experienced in the oil and natural gas markets will have on our business, cash flows, liquidity, financial condition and results of operations at this time, due to numerous uncertainties. The ultimate impacts will depend on future developments beyond our control, which are highly uncertain and cannot be predicted, including, among others, the ultimate geographic spread of the virus, the consequences of governmental and other measures designed to prevent the spread of the virus, the development of effective treatments, the duration of the outbreak, future actions taken by members of OPEC and other foreign oil-exporting countries, actions taken by governmental authorities, our operators and other third parties and the timing and extent to which normal economic and operating conditions resume.

In3 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

Letter may be terminated at any time by either party upon seven days written notice. The Slotterback Engagement Letter also provides for a transaction fee equal to 2.0% of the gross purchase price of the sale of the Company’s Eagle Ford Assets provided PCA is still engaged at the time of the closing of such transaction.

In connection with the Debt Exchange, the Company entered into that certain engagement letter (the “Walker Engagement Letter”), dated as of April 30, 2020, by and between the Company and Westbrook Energy Partners, LLC (“Westbrook”), pursuant to which the Company will pay to Westbrook $8,000 per month and Westbrook will provide technical and advisory services to the Company. The Walker Engagement Letter may be terminated by either party upon seven days written notice.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

Exhibit		Description
10.1		Engagement Letter, dated as of April 29, 2020, by and between Atlas Growth Partners, L.P. and PhiCap Advisors, LLC
10.2		Engagement Letter, dated as of April 30, 2020, by and between Atlas Growth Partners, L.P. and Westbrook Energy Partners, LLC

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~~thereunto duly authorized.

	ATLAS GROWTH PARTNERS, L.P.
	By:	Atlas Growth Partners GP, LLC, its General Partner
Date: May 4, 2020	By:	/s/ Jeffrey Slotterback
	Name:	Jeffrey Slotterback
	Title:	Chief Executive Officer and Chief Financial Officer

Dated: May 15, 2020

ATLAS GROWTH PARTNERS, L.P.

By: Atlas Growth Partners GP, LLC, its General Partner

/s/ Jeffrey M. Slotterback

Name: Jeffrey M. Slotterback

Title: Chief Executive Officer and Chief Financial Officer

Filing Compare · Atlas Growth Partners, L.P.