GLOSSARY OF COMMONLY USED TERMS
Unless the context otherwise requires, all references in this Annual Report on Form 10‑K (this “Annual Report”) to:
“2018 ABL Credit Facility” refer to the credit facility extended pursuant to the Loan, Security and Guaranty Agreement, dated as of December 14, 2018, among Atlas Sand Company, LLC, as borrower, the lender parties thereto and Barclays Bank PLC, as Administrative Agent and Collateral Agent, as amended;
“2018 Term Loan Credit Facility” refer to the credit facility extended pursuant to the Credit Agreement, dated January 30, 2018, between Atlas Sand Company, LLC, as borrower, and BlackGold SPV I LP, as lender, as amended;
“2021 Term Loan Credit Facility” refer to the credit facility extended pursuant to the Credit Agreement, dated October 20, 2021, between Atlas Sand Company, LLC, as borrower, and Stonebriar Commercial Finance, LLC, as lender, as amended;
“2023 ABL Credit Agreement” refer to the Loan, Security and Guaranty Agreement, dated as of February 22, 2023, among Atlas Sand Company, LLC, as borrower, certain of its subsidiaries, as guarantors, the lenders party thereto from time to time and Bank of America, N.A., as agent, sole lead arranger and sole bookrunner;
“2023 ABL Credit Facility” refer to the credit facility extended pursuant to the 2023 ABL Credit Agreement;
“2023 Term Loan Credit Agreement” refer to the Credit Agreement, dated July 31, 2023, among Atlas Sand Company, LLC, as borrower, the lender party thereto from time to time and Stonebriar Commercial Finance LLC, as administrative agent, as amended;
“2023 Term Loan Credit Facility” refer to the credit facility extended pursuant to the 2023 Term Loan Credit Agreement;
“A&R Registration Rights Agreement” refer to that certain Amended and Restated Registration Rights Agreement, dated as of October 2, 2023, among the Company, Old Atlas and certain of the Legacy Owners in connection with the consummation of the Up-C Simplification;
“A&R Stockholders’ Agreement” refer to that certain Amended and Restated Stockholders’ Agreement, dated as of October 2, 2023, among the Company, Old Atlas and the Principal Stockholders in connection with the consummation of the Up-C Simplification;
“ASC Incentive Plan” refer to the Atlas Sand Company, LLC Long-Term Incentive Plan;
“ASMC” refer to Atlas Sand Management Company, LLC, a Texas limited liability company;
“ASMC II” refer to Atlas Sand Management Company II, LLC, a Delaware limited liability company;
“ASMC Incentive Plan” refer to the Atlas Sand Management Company, LLC Long Term Incentive Plan;
“Atlas LLC” refer to Atlas Sand Company, LLC, a Delaware limited liability company and the predecessor of Old Atlas;
“Atlas Operating” refer to Atlas Sand Operating, LLC, a Delaware limited liability company and the operating subsidiary of Old Atlas;
“BLM” refer to the Bureau of Land Management, a federal agency within the U.S. Department of the Interior;
“Board” refer to the Board of Directors of the Company;
“Bylaws” refer to the Amended and Restated Bylaws of the Company;
“CCAA” refer to the Candidate Conservation Agreement with Assurances relating to the DSL;
“Charter” refer to the Amended and Restated Certificate of Incorporation of the Company;
“Code” refer to the Internal Revenue Code of 1986, as amended;
“Common Stock” refer to the common stock of the Company, par value $0.01;
“Company,” “we,” “us,” “our” and like expressions refer to Atlas Energy Solutions Inc., a Delaware corporation and the public company successor of Old Atlas (f/k/a New Atlas HoldCo Inc.), together with its subsidiaries;
“DGCL” refer to the General Corporation Law of the State of Delaware;
“DOL” refer to the U.S. Department of Labor;
“DSL” refer to the dunes sagebrush lizard;
“E&P” refer to exploration and production;
“EPA” refer to the Environmental Protection Agency;
“ESA” refer to the Endangered Species Act of 1973, as amended;
“ESG” refer to environmental, social and governance.
“Exchange Act” refer to the Securities Exchange Act of 1934, as amended;
“GAAP” refer to the generally accepted accounting principles in the United States of America;
“HoldCos” refer to Holdings, Holdings II, ASMC and ASMC II, collectively;
“Holdings” refer to Atlas Sand Holdings, LLC, a Delaware limited liability company;
“Holdings II” refer to Atlas Sand Holdings II, LLC, a Delaware limited liability company;
“HSR Act” refer to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended;
“IPO” refer to the initial public offering of Old Atlas Class A Common Stock by Old Atlas completed on March 13, 2023;
“IPO Reorganization Agreement” refer to that certain Master Reorganization Agreement, dated March 8, 2023, among Old Atlas, Atlas Operating, Atlas LLC, ASMC, Holdings, Holdings II, ASMC II and Atlas Sand Merger Sub, LLC, a Delaware limited liability company;
“IRS” refer to the U.S. Internal Revenue Service;
“JOBS Act” refer to the Jumpstart Our Business Startups Act of 2012;
“Legacy Owners” refer to holders of membership interests in Holdings, Holdings II, ASMC and ASMC II, who, prior to the IPO, directly or indirectly held membership interests in Atlas LLC;
“Lock-Up Period” refer to the period beginning on the date of completion of the IPO, March 13, 2023, and ending 180 days from such date;
“LTIP” refer to the Atlas Energy Solutions Inc. Long Term Incentive Plan, adopted by the Board in March 2023;
“Master Reorganization Agreement” refer to that certain Master Reorganization Agreement, dated July 31, 2023, among the Company, Old Atlas, PubCo Merger Sub, Atlas Operating, Opco Merger Sub and Holdings;
“Mergers” refer to the PubCo Merger and Opco Merger, collectively;
“NYSE” refer to The New York Stock Exchange;
“Old Atlas” refer to AESI Holdings Inc., a Delaware corporation and the Company’s public company predecessor (f/k/a Atlas Energy Solutions Inc.);
“Old Atlas Board” refer to the board of directors of Old Atlas;
“Old Atlas Class A Common Stock” refer to shares of Class A common stock, par value $0.01 per share, of Old Atlas;
“Old Atlas Class B Common Stock” refer to shares of Class B common stock, par value $0.01 per share, of Old Atlas;
“Old Atlas Common Stock” refer to the Old Atlas Class A Common Stock and Old Atlas Class B Common Stock, collectively;
“Opco Merger” refer to the merger of Opco Merger Sub with and into Atlas Operating, with Atlas Operating continuing as the surviving company, pursuant to the Master Reorganization Agreement;
“Opco Merger Sub” refer to Atlas Operating Merger Sub, LLC, a Delaware limited liability company;
“OPEC+” refer to the Organization of Petroleum Exporting Countries and other oil producing nations;
“Operating Units” refer to membership interests in Atlas Operating.;
“Original Registration Rights Agreement” refer to that certain Registration Rights Agreement, dated March 8, 2023, by and among Old Atlas and certain Legacy Owners;
“Original Stockholders’ Agreement” refer to that certain Stockholders’ Agreement, dated March 8, 2023, by and among Old Atlas and the Principal Stockholders;
“Previous Atlas Operating LLC Agreement” refer to the Amended and Restated Limited Liability Company Agreement of Atlas Operating, dated March 8, 2023;
“Principal Stockholders” refer to certain stockholders party to the A&R Stockholders’ Agreement or the Original Stockholders’ Agreement, as applicable;
“PubCo Merger Sub” refer to AESI Merger Sub Inc., a Delaware corporation;
“PubCo Merger” refer to the merger of PubCo Merger Sub with and into Old Atlas, with Old Atlas continuing as the surviving corporation and a wholly-owned subsidiary of the Company, pursuant to the Master Reorganization Agreement;
“Sarbanes-Oxley Act” refer to the Sarbanes-Oxley Act of 2002, as amended;
“Sealy Smith” refer to The Sealy & Smith Foundation;
“SEC” refer to the U.S. Securities and Exchange Commission;
“Second A&R Atlas Operating LLC Agreement” refer to the Second Amended and Restated Limited Liability Company Agreement of Atlas Operating, dated October 2, 2023;
“Securities Act” refer to the Securities Act of 1933, as amended;
“Stonebriar” refer to Stonebriar Commercial Finance LLC;