Atlas Energy Solutions Inc. - Convertible Senior Notes Offering

Atlas Energy Solutions Inc. has issued $450 million in aggregate principal amount of 0.50% Convertible Senior Notes due 2031. The notes are senior, unsecured obligations of the company. Interest is payable at 0.50% annually, semi-annually in arrears. The notes mature on April 15, 2031, unless earlier converted, redeemed, or repurchased. Noteholders can convert their notes under certain circumstances before January 15, 2031, and at any time thereafter until the maturity date. The company may settle conversions with cash, shares of common stock, or a combination thereof. The initial conversion rate is 68.9275 shares per $1,000 principal amount, implying an initial conversion price of approximately $14.51 per share, a 30% premium over the April 6, 2026 stock price. The notes are redeemable by the company under specific conditions, including stock price thresholds, starting April 20, 2029. Noteholders may require repurchase upon a fundamental change. The indenture includes customary provisions for Events of Default, such as payment defaults, bankruptcy, and failure to comply with covenants. The company also entered into capped call transactions to mitigate potential dilution from the notes. Additionally, Atlas Sand Company, LLC amended its ABL Credit Agreement to permit the issuance of these notes and capped call transactions.