Atlas Energy Resources, LLC

On April 27, 2009, America and Energy jointly announced that they had executed a definitive merger agreement, pursuant to which America would acquire 100% ownership of Energy (the “Merger”). America is already Energy’s controlling unitholder. Under the terms of the merger agreement, Energy unitholders would receive stock valued at $14.40 per share.

Energy is one of the largest independent energy producers in the Eastern United States. Energy is a limited liability company focused on the development and production of natural gas. Energy owes much of its value to its industry leading position in vertical production in the Marcellus Shale. Its indirect subsidiary, Atlas Resources, LLC, sponsors and manages natural gas drilling partnerships, in which Energy co–invests, to finance the exploration and development of Energy’s acreage. America has been a controlling unitholder of Energy since Energy’s formation in 2006 and owns an approximately 47% common unit interest and all of the Class A and management incentive interests in Energy, together representing about 48% of the voting power of all classes of Energy’s voting securities. In addition, America exerts control over Energy by virtue of various operational agreements and by virtue of three America executives sitting on the Energy Board.

After the announcement of the Merger, multiple actions were filed. Chimicles & Tikellis LLP is Co-Lead Counsel representing the Energy unitholders.

On July 1, 2009, Co-Lead Counsel for Plaintiffs filed the Verified Consolidated Class Action Complaint, a copy of which is available below. Plaintiffs’ Counsel negotiated with Defendants and stipulated to an expedited discovery schedule in advance of a Motion for Preliminary Injunction, seeking to halt the vote on the Merger unless or until material deficiencies in the Preliminary Proxy regarding disclosures made by America were corrected. The stipulated schedule was entered by the Court on July 27, 2009, and the parties engaged in active discovery. On July 28, 2009, America amended the Preliminary Proxy, adding some of the disclosures complained to be deficient in the Verified Consolidated Class Action Complaint. On August 7, 2009, Co-Lead Counsel withdrew the motion for preliminary injunction.

On December 15, 2009 Plaintiffs filed the Amended Verified Consolidated Class Action Complaint under seal, a public version of which is available below. The Court of Chancery upheld Plaintiffs’ claims against America. The Court’s opinion is linked below. Discovery is ongoing.