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): February 2026, 2015

Commission file number 001-32953

ATLAS ENERGY, L.P.

(Exact name of registrant as specified in its charter)

Delaware

43-2094238

(State of incorporation

or organization)

(I.R.S. 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 if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

x¨ 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 (127 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (27 CFR 240.14d-2 (b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (27 CFR 240.13e-4(c))

~~Item~~Introductory ~~5.02~~Note ~~Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.~~

~~Resignation~~On February 27, 2015, Atlas Energy, L.P. (the “Partnership”) was acquired by Targa Resources Corp. (“TRC”), pursuant to the Agreement and Plan of ~~Directors~~Merger (the “ATLS Merger Agreement”), by and among TRC, Trident GP Merger Sub LLC, a subsidiary of TRC (“Merger Sub”), the Partnership and the Partnership’s general partner (“Partnership GP”). Pursuant to the ATLS Merger Agreement, Merger Sub merged with and into the Partnership, with the Partnership continuing as the surviving entity and a subsidiary of TRC (the “Merger”). At the effective time of the Merger, the Partnership distributed all of its right, title and interest in the equity securities of Partnership GP to TRC. The foregoing description of the ATLS Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the ATLS Merger Agreement, which is filed as Exhibit 2.1 to the Partnership’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on October 16, 2014 and incorporated herein by reference.

~~Each~~On February 27, 2015, effective immediately following the consummation of ~~Carlton~~ M.the ~~Arrendell~~Merger, ~~Mark~~Atlas C.Pipeline ~~Biderman~~Partners, ~~Edward E~~L.P. ~~Cohen~~(“APL”), the ~~Dennis~~general A.partner ~~Holtz,~~of ~~Walter~~which C.is ~~Jones~~owned by the Partnership, ~~Jeffrey~~was F.acquired ~~Kupfer~~by ~~and~~Targa ~~Ellen~~Resources F.Partners ~~Warren~~LP ~~resigned~~(“TRP”), ~~from~~pursuant to the ~~Board~~Agreement and Plan of ~~Directors~~Merger (the “~~Board~~APL Merger Agreement”), ofby ~~the~~and ~~general~~among ~~partner~~TRC, ofTRP, ~~Atlas~~Targa ~~Energy~~Resources GP LLC, ~~L.P.~~Trident MLP Merger Sub LLC, a subsidiary of TRC (“~~Atlas Energy~~MLP Merger Sub”), ~~effective~~the atPartnership, APL and ~~conditioned~~APL’s ~~upon~~general ~~the~~partner ~~effective~~(“APL ~~time~~GP”). ofPursuant to the ~~planned~~APL ~~merger~~Merger ~~(the~~Agreement, ~~“ATLS~~MLP Merger”) ofSub ~~Atlas~~merged ~~Energy~~with and into APL, with APL continuing as the surviving entity and a subsidiary of ~~Targa~~TRP ~~Resources Corp.~~ (the “~~TRC~~APL Merger”). ~~pursuant~~Immediately prior to ~~that~~the ~~certain~~effective ~~Agreement~~time ~~and~~of ~~Plan~~the of APL Merger, ~~dated~~but asfollowing the effective time of ~~October 13,~~the ~~2014~~Merger, bythe ~~and~~Partnership ~~among~~distributed all of the equity interests in APL GP to TRC, ~~Trident~~which GPimmediately thereafter contributed such interests to TRP. The foregoing description of the APL Merger ~~Sub~~Agreement ~~LLC,~~does ~~Atlas~~not ~~Energy~~purport to be complete and ~~the~~is ~~general~~qualified ~~partner~~in ofits ~~Atlas~~entirety ~~Energy~~by (reference to the ~~“ATLS~~APL Merger Agreement”), which is filed as Exhibit 2.2 to the Partnership’s Current Report on Form 8-K filed with the SEC on October 16, 2014 and incorporated herein by reference.

Item 51.0701 ~~Submission~~Entry ofinto ~~Matters to~~ a ~~Vote~~Material ofDefinitive ~~Security Holders~~Agreement.

On February 2026, 2015, ~~Atlas Energy held a Special Meeting of Unitholders (~~the ~~“Special Meeting”). At the Special Meeting~~Partnership, ~~Atlas Energy’s unitholders were requested to consider and vote upon: (1) a proposal to approve and adopt the ATLS Merger Agreement and~~ ~~approve the ATLS Merger (the “ATLS Merger Proposal”);~~ and ~~(2) a~~Partnership ~~proposal~~GP toentered ~~approve,~~into ~~on an advisory, non-binding basis,~~ the ~~compensation~~following ~~payments~~agreements ~~that~~with ~~will or may be paid by~~ Atlas Energy toGroup, ~~its~~LLC ~~named executive officers in connection with the ATLS Merger~~ (~~the~~ “ATLS ~~Compensation Proposal~~”).:

~~The~~• ~~following~~Separation ~~are the final voting results on proposals considered~~ and ~~voted~~ ~~upon~~Distribution atAgreement; the Special Meeting. These final voting results replace the preliminary results announced by Atlas Energy on February 20, 2015. As of January 22, 2015, the record date for the Special Meeting, there were 51,996,580 Atlas Energy common units outstanding. and

1.• ~~The~~Employee ~~ATLS~~Matters ~~Merger Proposal was approved by the following vote:~~Agreement.

VOTES FOR				VOTES AGAINST				VOTES ABSTAINED				BROKER NON-VOTES
	27,474,503				157,189				39,609				0

A summary of certain material features of the agreements can be found in the section entitled “Certain Relationships and Related Person Transactions” in ATLS’s Information Statement, filed as Exhibit 99.2 to the Partnership’s Current Report on Form 8-K filed with the SEC on February 10, 2015, and is incorporated herein by reference. The summary is qualified in its entirety by reference to the complete terms and conditions of the Separation and Distribution Agreement and the Employee Matters Agreement attached hereto as Exhibits 2.1 and 2.2, respectively.

2Item 1.02 ~~The~~Termination ~~ATLS~~of ~~Compensation~~Material ~~Proposal~~Definitive ~~was approved by the following vote:~~Agreement.

VOTES FOR				VOTES AGAINST				VOTES ABSTAINED				BROKER NON-VOTES
	19,114,983				7,780,602				775,716				0

The information provided in the Introductory Note to this Current Report on Form 8-K is incorporated herein by reference.

Also on February 20, 2015, Atlas Pipeline Partners, L.P. (NYSE: APL) (“APL”) held a special meeting of its unitholders to consider and vote upon matters related to the Agreement and Plan of Merger, dated as of October 13, 2014, by and among TRC, Targa Resources Partners LP (NYSE: NGLS) (“TRP”), the general partner of TRP, Trident MLP Merger Sub, LLC, Atlas Energy, APL and the general partner of APL (the “APL Merger Agreement”) and approve the merger of APL with a subsidiary of TRP, as contemplated by the APL Merger Agreement (the “APL Merger”), and TRC held a special meeting of its stockholders to approve the issuance of shares of TRC common stock in the ATLS Merger, as contemplated by the ATLS Merger Agreement.

~~Each~~On February 27, 2015, in connection with the completion of ~~APL~~the Merger, the Partnership terminated the Amended and ~~TRC~~Restated ~~has~~Credit ~~filed~~Agreement, ordated ~~will~~as ~~file~~of aJuly 31, ~~Current~~2013 ~~Report~~(as onamended, ~~Form~~restated, ~~8-K~~supplemented ~~that~~or ~~contains~~otherwise modified), among the ~~final~~Partnership, ~~voting~~each ~~results~~lender from ~~the~~time ~~APL~~to time party thereto and ~~TRC~~Wells ~~special~~Fargo, ~~meetings~~NA, ~~respectively.~~as administrative ~~The~~agent ~~final~~(the ~~voting~~“Credit ~~results contained~~Agreement”), inand ~~these~~repaid ~~Forms~~all ~~8-K~~amounts ~~will~~outstanding ~~replace~~under the ~~preliminary~~Secured ~~results~~Term Loan Credit Agreement, dated as of July 31, 2013 (as amended, restated, supplemented or otherwise modified), among the Partnership, ~~APL~~each lender from time to time party thereto and ~~TRC~~Deutsche ~~meetings~~Bank ~~announced~~AG byNew ~~Atlas~~York ~~Energy~~Branch, onas ~~February 20~~administrative agent (the “Term Loan”). Effective upon such repayment, ~~2015~~the Credit Agreement, the Term Loan and all related loan documents and security interests were terminated and released and became null and void.

~~Item~~On 8February 27, 2015, in connection with the completion of the APL Merger, APL repaid all amounts outstanding under the Second Amended and Restated Credit Agreement, dated as of August 28, 2014 (as amended, restated, supplemented or otherwise modified), among APL, Wells Fargo Bank, NA, as administrative and the lenders party thereto (the “APL Credit Agreement”).01 ~~Other~~Effective ~~Items~~upon such repayment, the APL Credit Agreement and all related loan documents and security interests were terminated and released and became null and void.

OnItem February 23, 2015, the Board determined that the effective time of the distribution (the “Distribution”) to the Atlas Energy unitholders of 100% of the common units representing limited liability company interests in Atlas Energy Group, LLC, a wholly owned subsidiary of ATLS that will hold ATLS’s assets and liabilities other than those related to its midstream business (“AEG”), will be after the close of business on February 27, 2015, which is immediately prior to the expected consummation of the ATLS Merger2.01 AsCompletion ~~previously disclosed, the Distribution is expected to be effective in conjunction with the ATLS Merger and the proposed merger~~ of ~~Atlas~~Acquisition ~~Pipeline Partners, L.P. (NYSE: APL) (“APL”) with Targa Resources Partners LP (NYSE: NGLS) (“TRP”). The Distribution is subject to the satisfaction~~ or ~~waiver~~Disposition of the conditions to these mergers, and other customary closing conditions, which are described in more detail in AEG’s information statement, dated February 9, 2015 (the “Information Statement”), which is included as Exhibit 99Assets.~~2 to Atlas Energy’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 10, 2015.~~

~~Cautionary~~The information provided in the Introductory Note ~~Regarding~~to ~~Forward~~this Current Report on Form 8-~~Looking~~K ~~Statements~~is incorporated herein by reference.

~~Certain~~On ~~statements~~February 27, ~~contained~~2015, ~~herein~~effective immediately ~~are~~prior ~~“forward-looking statements” that are subject~~ to the ~~safe~~consummation ~~harbor provisions~~ of the ~~Private~~Merger, ~~Securities Litigation~~the ~~Reform~~Partnership ~~Act~~completed ofthe ~~1995.~~previously ~~Forward-looking~~announced ~~statements~~distribution ~~that~~of ~~involve~~100% ~~a number~~ of ~~assumptions,~~the ~~risks~~common ~~and~~units ~~uncertainties~~representing ~~that~~limited ~~could~~liability ~~cause~~company ~~actual~~interests ~~results~~of toATLS ~~differ~~(“ATLS ~~materially~~Common ~~from~~Units”) ~~those~~to ~~contained~~the Partnership’s inunitholders (the ~~forward-looking statements~~“Distribution”). ~~Readers~~As ~~are cautioned that any forward-looking information is not~~ a ~~guarantee~~result of ~~future performance. Risks and uncertainties related to~~ the ~~proposed transaction include~~Distribution, ~~among~~ATLS ~~others:~~is ~~the~~now ~~risk~~an ~~that~~independent ~~the~~public ~~other~~company ~~conditions~~whose tocommon ~~the~~units ~~closing of the mergers~~ are ~~not satisfied;~~listed ~~potential~~and ~~adverse~~trading ~~reactions~~under ~~or changes to business or employee relationships, including those resulting from~~ the ~~announcement~~symbol or“ATLS” ~~completion~~on of the ~~mergers;~~New ~~uncertainties~~York asStock toExchange (the ~~timing of the mergers; competitive responses to the~~ ~~proposed~~“NYSE”). ~~mergers;~~The ~~costs~~Distribution ~~and~~was ~~difficulties~~made ~~related~~ to the ~~integration of Atlas Energy~~Partnership’s ~~and~~unitholders APL’s businesses and operations with TRC’s and TRP’s business and operations; the inability to obtain, or delays in obtaining, the cost savings and synergies contemplated by the mergers; uncertainty of ~~the~~record ~~expected~~as ~~financial performance~~ of the ~~combined~~close ~~company following completion~~ of ~~the~~business ~~proposed~~on ~~transaction; unexpected costs~~February 25, ~~charges~~2015 ~~or expenses resulting from~~ (the ~~mergers; litigation~~“Record ~~relating~~Date”), ~~to the mergers; the outcome of potential litigation or governmental investigations; the inability to retain key personnel;~~ and ~~any~~such ~~changes~~unitholders inreceived ~~general~~one ~~economic~~ATLS ~~and/or~~Common ~~industry~~Unit ~~specific~~for ~~conditions;~~every ~~and~~two ~~other risks, assumptions and~~common ~~uncertainties~~units ~~detailed~~representing ~~from~~limited ~~time~~partnership tointerests ~~time~~ in ~~Atlas Energy’s, Atlas Resource Partners, L.P.’s and APL’s reports filed with~~ the ~~SEC,~~Partnership ~~including~~held ~~quarterly~~as ~~reports~~of onclose ~~Form~~of ~~10-Q,~~business ~~current reports~~ on ~~Form 8-K and annual reports on Form 10-K. Forward-looking statements speak only as of~~ the ~~date~~Record ~~hereof, and we assume no obligation to update such statements, except as may be required by applicable law~~Date.

Item 3.01

Notice of Delisting or Failure to Satisfy a Continued Listing Rule of Standard; Transfer of Listing.

The information provided in the Introductory Note to this Current Report on Form 8-K is incorporated herein by reference.

On February 27, 2015, the Partnership notified the NYSE of the effectiveness of the Merger, pursuant to which each Partnership Unit was converted into the right to receive the Merger Consideration (as defined below). Trading of the Partnership Units on the NYSE was suspended before the opening of trading on March 2, 2015. In addition, on February 27, 2015, the Partnership requested that the NYSE file with the Securities and Exchange Commission (the “SEC”) an application on Form 25 to delist and deregister the Partnership Units under Section 12(b) of the Securities Exchange Act of 1934, as amended. The NYSE filed the Form 25 with the SEC on March 2, 2015. The information set forth under Item 3.03 of this Current Report on Form 8-K is incorporated into this Item 3.01 by reference.

Item 3.03

Material Modification to Rights of Security Holders.

The information provided in the Introductory Note to this Current Report on Form 8-K is incorporated herein by reference.

Effective as of the closing of the Merger, each outstanding Partnership Unit (other than units held by the Partnership, TRC or any wholly-owned subsidiary of either one) was converted into the right to receive 0.1809 shares of TRC common stock, par value $0.001 per share (the “Stock Consideration”), and $9.12 in cash, without interest (the “Cash Consideration” and, together with the Stock Consideration, the “Merger Consideration”).

All outstanding Partnership equity awards, whether vested or unvested, were adjusted in connection with the Distribution on the terms and conditions set forth in an Employee Matters Agreement and were then settled as follows.

•

Each adjusted outstanding Partnership option and Partnership phantom unit award, whether vested or unvested, held by a person who become an employee of ATLS became fully vested (to the extent not vested) and was cancelled and converted into the right to receive the Merger Consideration in respect of each Partnership Unit underlying the Partnership option or phantom unit award (in the case of options, net of the applicable exercise price).

•

Each outstanding vested Partnership option held by an employee of the companies being transferred to TRC or TRP (a “Midstream Employee”) in connection with the Merger was cancelled and converted into the right to receive the Merger Consideration in respect of each Partnership Unit underlying the vested Partnership option, net of the applicable exercise price.

•

Each outstanding unvested Partnership option and each outstanding Partnership phantom unit award held by a Midstream Employee was cancelled and converted into the right to receive (1) the Cash Consideration in respect of each Partnership Unit underlying such Partnership option or phantom unit award and (2) a TRC restricted stock unit award with respect to a number of shares of TRC common stock equal to the product of the Stock Consideration multiplied by the number of Partnership Units underlying such Partnership option or phantom unit award (in the case of options, net of the applicable exercise price).

Item 5.01

Changes in Control of Registrant.

The information provided in the Introductory Note and Item 5.02 to this Current Report on Form 8-K is incorporated herein by reference.

In connection with the Merger, TRC will pay a total of approximately $515 million in cash and issue approximately 10.1 million shares of TRC common stock to former unitholders and equity award holders of the Partnership, and will reserve approximately 81,740 shares of TRC common stock for issuance in respect of the Partnership equity awards replaced by TRC restricted stock unit awards in the Merger. TRC’s source of funds for the Merger Consideration includes shares of TRC common stock and the proceeds of certain debt financings consummated by TRC.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In connection with the Merger, the officers and directors of the Partnership GP prior to the Merger (including those directors who previously submitted their conditional resignation) ceased to serve as officers and directors of the Partnership GP.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits


Exhibit Number		Description

2.1		Separation and Distribution Agreement, dated February 26, 2015, by and among Atlas Energy, L.P., Atlas Energy GP, LLC and Atlas Energy Group, LLC.*

2.2		Employee Matters Agreement, dated February 26, 2015, by and among Atlas Energy, L.P., Atlas Energy GP, LLC and Atlas Energy Group, LLC.*

*	The schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K and will be provided to the Securities and Exchange Commission upon request.

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.

	ATLAS ENERGY, L.P.
	By:	Atlas Energy GP, LLC, its general partner
February 23, 2015	By:	/s/ Sean McGrath
March 3, 2015	By:	/s/ Matthew J. Meloy
		Sean McGrath
		Matthew J. Meloy
		Chief Financial Officer
		Senior Vice President, Chief Financial Officer and Treasurer

INDEX TO EXHIBITS


Exhibit Number		Description

2.1		Separation and Distribution Agreement, dated February 26, 2015, by and among Atlas Energy, L.P., Atlas Energy GP, LLC and Atlas Energy Group, LLC*

2.2		Employee Matters Agreement, dated February 26, 2015, by and among Atlas Energy, L.P., Atlas Energy GP, LLC and Atlas Energy Group, LLC*

*	The schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K and will be provided to the Securities and Exchange Commission upon request.

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