8-K
filed October 3, 2023, 7:59 PM ET
CIK 0001910950
other material
confidence high
sentiment neutral
materiality 0.70
Atlas Energy Solutions Inc.: M&A transaction — Atlas Energy Solutions completes Up-C simplification; dual-class stock eliminated
Atlas Energy Solutions Inc.
- Reorganization closed Oct 2, 2023; New Atlas becomes public company under same ticker AESI.
- All Old Atlas Class A shares exchanged 1:1 for New Atlas common; Class B shares cancelled.
- Dual-class capital structure replaced with single class of common stock.
- Board of directors ceased; new governance documents and registration rights agreement effective.
- Press release states simpler structure expected to broaden investor base.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Robb L. Voyles departed as Director at Atlas Energy Solutions Inc..
- Action
- ceased serving
- Role
- Director
Exact text from the filing
Effective as of the Closing Date, in connection with the consummation of the Reorganization, each of Gayle Burleson, Stacy Hock, A. Lance Langford, Mark P. Mills, Douglas Rogers, Gregory M. Shepard and Robb L. Voyles ceased serving as a director on the Board.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Stacy Hock departed as Director at Atlas Energy Solutions Inc..
- Action
- ceased serving
- Role
- Director
Exact text from the filing
Effective as of the Closing Date, in connection with the consummation of the Reorganization, each of Gayle Burleson, Stacy Hock, A. Lance Langford, Mark P. Mills, Douglas Rogers, Gregory M. Shepard and Robb L. Voyles ceased serving as a director on the Board.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Douglas Rogers departed as Director at Atlas Energy Solutions Inc..
- Action
- ceased serving
- Role
- Director
Exact text from the filing
Effective as of the Closing Date, in connection with the consummation of the Reorganization, each of Gayle Burleson, Stacy Hock, A. Lance Langford, Mark P. Mills, Douglas Rogers, Gregory M. Shepard and Robb L. Voyles ceased serving as a director on the Board.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Gayle Burleson departed as Director at Atlas Energy Solutions Inc..
- Action
- ceased serving
- Role
- Director
Exact text from the filing
Effective as of the Closing Date, in connection with the consummation of the Reorganization, each of Gayle Burleson, Stacy Hock, A. Lance Langford, Mark P. Mills, Douglas Rogers, Gregory M. Shepard and Robb L. Voyles ceased serving as a director on the Board.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Gregory M. Shepard departed as Director at Atlas Energy Solutions Inc..
- Action
- ceased serving
- Role
- Director
Exact text from the filing
Effective as of the Closing Date, in connection with the consummation of the Reorganization, each of Gayle Burleson, Stacy Hock, A. Lance Langford, Mark P. Mills, Douglas Rogers, Gregory M. Shepard and Robb L. Voyles ceased serving as a director on the Board.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
A. Lance Langford departed as Director at Atlas Energy Solutions Inc..
- Action
- ceased serving
- Role
- Director
Exact text from the filing
Effective as of the Closing Date, in connection with the consummation of the Reorganization, each of Gayle Burleson, Stacy Hock, A. Lance Langford, Mark P. Mills, Douglas Rogers, Gregory M. Shepard and Robb L. Voyles ceased serving as a director on the Board.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Mark P. Mills departed as Director at Atlas Energy Solutions Inc..
- Action
- ceased serving
- Role
- Director
Exact text from the filing
Effective as of the Closing Date, in connection with the consummation of the Reorganization, each of Gayle Burleson, Stacy Hock, A. Lance Langford, Mark P. Mills, Douglas Rogers, Gregory M. Shepard and Robb L. Voyles ceased serving as a director on the Board.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Atlas Energy Solutions Inc.: Amended and restated certificate of incorporation in connection with a reorganization and name change from Atlas Energy Solutions Inc. to AESI Holdings Inc (effective 2023-10-02).
- Change
- charter amendment
- Effective
- 2023-10-02
Exact text from the filing
On October 2, 2023, in connection with the Reorganization, the Company (a) amended and restated its amended and restated certificate of incorporation and its amended and restated bylaws to reflect the changes contemplated by the Master Reorganization Agreement and described in the Information Statement/Prospectus and (b) changed the corporate name of the Company from “Atlas Energy Solutions Inc.” to “AESI Holdings Inc.”
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Atlas Energy Solutions Inc.: Amended and restated bylaws in connection with the reorganization and name change (effective 2023-10-02).
- Change
- bylaw amendment
- Effective
- 2023-10-02
Exact text from the filing
On October 2, 2023, in connection with the Reorganization, the Company (a) amended and restated its amended and restated certificate of incorporation and its amended and restated bylaws to reflect the changes contemplated by the Master Reorganization Agreement and described in the Information Statement/Prospectus and (b) changed the corporate name of the Company from “Atlas Energy Solutions Inc.” to “AESI Holdings Inc.”
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
Atlas Energy Solutions Inc. underwent a change of control involving New Atlas HoldCo Inc. (now Atlas Energy Solutions Inc.) (closed 2023-10-02).
- Action
- change of control
- Counterparty
- New Atlas HoldCo Inc. (now Atlas Energy Solutions Inc.)
- Closing
- 2023-10-02
Exact text from the filing
On October 2, 2023, AESI Holdings Inc. (f/k/a Atlas Energy Solutions Inc.), a Delaware corporation (the “ Company ” or “ Old Atlas ”) completed the previously announced Reorganization
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.95
Atlas Energy Solutions Inc. entered into Amended and Restated Stockholders' Agreement with Company and certain stockholders valued at Amended and restated stockholders' agreement (effective 2023-10-02).
- Action
- entry
- Counterparty
- Company and certain stockholders
- Value
- Amended and restated stockholders' agreement
- Effective
- 2023-10-02
Exact text from the filing
On October 2, 2023, the Company entered into an amended and restated stockholders' agreement (the " A&R Stockholders ' Agreement ") with the Company and certain stockholders identified on the signature pages thereto (the " Principal Stockholders ").
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.95
Atlas Energy Solutions Inc. entered into Second Amended and Restated Limited Liability Company Agreement of Atlas Sand Operating, LLC with members of Opco valued at Amended and restated LLC agreement for Opco (effective 2023-10-02).
- Action
- entry
- Counterparty
- members of Opco
- Value
- Amended and restated LLC agreement for Opco
- Effective
- 2023-10-02
Exact text from the filing
On October 2, 2023, in connection with the Reorganization, the members of Opco entered into the Second Amended and Restated Limited Liability Company Agreement of Atlas Sand Operating, LLC (the " A&R Opco LLC Agreement ") to reflect the receipt by New Atlas of Opco Units in the Opco Merger and the admission of New Atlas as a member of Opco and to provide for the governance of Opco following the Reorganization.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.95
Atlas Energy Solutions Inc. entered into Amended and Restated Registration Rights Agreement with New Atlas and certain stockholders valued at Amended and restated registration rights agreement (effective 2023-10-02).
- Action
- entry
- Counterparty
- New Atlas and certain stockholders
- Value
- Amended and restated registration rights agreement
- Effective
- 2023-10-02
Exact text from the filing
On October 2, 2023, the Company entered into an amended and restated registration rights agreement (the "A &R Registration Rights Agreement ") with New Atlas and certain stockholders identified on the signature pages thereto.
View on SEC.gov
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