UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): January 7, 2010
Atlas Pipeline Partners, L.P.
(Exact name of registrant as specified in its chapter)
| Delaware | 1-14998 | 23-3011077 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| Westpointe Corporate Center One 1550 Coraopolis Heights Road, Moon Township, PA |
15108 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: 412-262-2830
(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 (see General Instruction A.2. below):
| ¨ | 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 1.01 | Entry into a Material Definitive Agreement. |
On January 7, 2010, Atlas Pipeline Partners, L.P. (“APL”) executed amendments to warrants to purchase 2,689,765 of its common units. The warrants were originally issued along with APL common units in connection with a private placement to institutional investors that closed on August 20, 2009. The common units and warrants were issued and sold in a transaction exempt from registration under Section 4(2) of the Securities Act of 1933, as amended. The amendments to the warrants provide that, for the period January 8, 2010 until 5:00 P.M., New York City time on January 12, 2010 (the “Amendment Effectiveness Period”), the warrant exercise price is lowered to $6.00 per unit. In connection with the amendments, the holders of the warrants agreed, during the Amendment Effectiveness Period, to exercise all of the warrants for cash, which will result in net cash proceeds of approximately $15.3 million to APL. A form of the warrant amendment is attached hereto as Exhibit 10.1.
| Item 7.01 | Regulation FD Disclosure. |
On January 8, 2010, APL issued a press release related to the foregoing. A copy of the press release is attached hereto as Exhibit 99.1.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
10.1 Form of Amendment to Warrants
99.1 Press Release dated January 8, 2010
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 thereunto duly authorized.
| Dated: January 8, 2010 | ATLAS PIPELINE PARTNERS, L.P. | |||||
| By: | Atlas Pipeline Partners GP, LLC, its general partner | |||||
| By: | /S/ ERIC T. KALAMARAS | |||||
| Eric T. Kalamaras | ||||||
| Chief Financial Officer | ||||||