Reliance will pay approximately $340m in cash upon closing and an additional $1.36bn in the form of a drilling carry. Atlas will serve as the development operator for the JV. Reliance will have the option to operate in certain project areas outside of Atlas’ core operating areas of Fayette, Greene, Washington and Westmoreland counties in southwestern Pennsylvania.
Pursuant to the agreement, Reliance will acquire a 40% undivided interest in approximately 300,000 net acres (120,000 net to Reliance) of undeveloped leasehold held by Atlas, and Atlas will retain a 60% undivided interest in the acreage. In addition to funding its own 40% of drilling obligations, Reliance has agreed to fund 75% of Atlas’ respective portion of drilling and completion costs until the $1.36bn drilling carry is utilized.
Atlas has 5-1/2 years to utilize the drilling carry, subject to a two-year extension under certain conditions. Atlas and Reliance have agreed upon a five-year development plan that calls for the drilling of 45 horizontal Marcellus shale wells for the JV during the remainder of 2010, increasing to 108 wells in 2011, 178 wells in 2012, and 300 wells in 2013 and 2014.
Atlas will act as the sole leasing agent for the JV in the area of mutual interest (AMI). In the near future, Atlas and Reliance expect to grow the JV’s Marcellus shale leasehold position within the AMI. Reliance will have the option to acquire a 40% share of such new acreage under terms comparable to those agreed to by Atlas, with each party paying its proportionate share of acquisition costs.
In addition, if Atlas decides to sell all or part of the 280,000 additional Appalachian acres currently controlled by it, but excluded from the JV and not included in the AMI, Atlas has granted Reliance a right to purchase such acreage at a price of $8,000 per acre.
Reliance also receives a right of first offer with respect to potential future sales of this acreage by Atlas at lower prices. This acreage is located predominantly in Mercer, Crawford and other Pennsylvania counties not currently included in Atlas’ core Marcellus area of southwestern Pennsylvania.
