Atlas Pipeline Partners, L.P. To Acquire Cardinal Midstream For $600 Million

 Atlas Pipeline Partners, L.P. To Acquire Cardinal Midstream For $600 Million

- Partnership to acquire all operating assets from Cardinal Midstream, LLC

- Transaction is expected to be immediately accretive to DCF by 3% to 5% in
2013 and 8% to 10% in 2014

- Atlas Pipeline increases 2013 EBITDA guidance by over 20% to $310 to $360
million

- Provides new entry as the largest midstream processer in liquids-rich basin
of Arkoma-Woodford

- Majority of Cardinal Midstream's cash flows derived from fixed fee contracts

- Acquisition includes 60% operated interest in Centrahoma JV with MarkWest
Energy Partners

- Owned and/or operated assets include 220 MMcfd of processing capacity and
associated gathering lines as well as gas treating business

PR Newswire

PHILADELPHIA, Dec. 3, 2012

PHILADELPHIA, Dec. 3, 2012 /PRNewswire/ --Atlas Pipeline Partners, L.P.
(NYSE: APL) ("APL", "Atlas Pipeline", or the "Partnership") announced today
that the Partnership has executed a definitive agreement to acquire all equity
interests representing all of the operating assets of Cardinal Midstream, LLC
("Cardinal"), a privately owned midstream operator, for $600 million in cash.
The transaction, which is expected to close by the end of 2012, is subject to
certain regulatory approvals, customary closing conditions, and purchase price
adjustments.

As a result of the transaction, the partnership is increasing EBITDA guidance
for 2013 by over 20% from $250-300 million to $310-360 million. The
transaction is expected to be immediately accretive to distributable cash flow
per unit by 3-5% in 2013 and 8-10% in 2014. Expected EBITDA from the Cardinal
assets is forecasted to be approximately $60 million in 2013, and
approximately $70 million and $80 million in 2014 and 2015, respectively.

The owned and/or operated assets will include three cryogenic processing
plants totaling 220 MMcfd in processing capacity, 66 miles of associated
gathering pipelines, and a gas treating business that includes 17 treating
facilities located in numerous hydrocarbon basins. Over 80% of Cardinal's
current gross margin is derived from fixed fee contracts.

Eugene Dubay, Chief Executive Officer of the Partnership, commented, "We are
very excited about the acquisition of Cardinal Midstream. The profile of
assets fits very well with our core focus, which is gathering and processing
in liquids-rich basins with increasing producer activity. The Cardinal assets
are close to our assets in the Woodford shale, about 50 miles from our Velma
area of operations. The Arkoma portion of the Woodford, which is a new area
for us, is a high-NGL, wet gas play that has seen strong activity which has
enabled the current Cardinal facilities to be fully utilized, producing
growing cash flow that is primarily fixed fee. There are also current plans to
expand next year through the development of the Stonewall plant, which will
have an initial capacity of 120 MMcfd but is expected to be scalable to 200
MMcfd with development in the area. The expansion is part of the Centrahoma
JV in which Cardinal is in partnership with MarkWest. While our organic
growth prospects in each of our current areas continue to be robust, we are
excited to add another leg of growth to the APL story and are committed to
having a best-in-class midstream platform in South East Oklahoma. We thank
all of our stakeholders for their support."

As a result of the transaction, the Partnership will own 100% of the following
assets:

  oA 120 MMcfd cryogenic processing facility (the Tupelo plant) in the Arkoma
    Woodford basin;
  oApproximately 60 miles of gathering lines that gather both rich and lean
    gas;
  o28,500 horsepower compression capability, including a 42 MMcfd compression
    facility and a treating facility; and
  oA gas treating business, which includes contract gas treating operations
    in multiple shale plays including the Woodford, Eagle Ford, Granite Wash,
    Avalon, Haynesville, and Fayetteville shales. Included are 15 amine
    treating facilities as well as two propane refrigeration facilities. The
    business generates fixed fee cash flow through the treatment of wellhead
    volumes to reduce impurities and is 100% fixed fee cash flow

Additionally, the Partnership will acquire a 60% interest in the Centrahoma
joint venture ("Centrahoma") that currently exists between Cardinal and
MarkWest Energy Partners, L.P. (NYSE: MWE) ("MarkWest"). The Partnership will
be the operator of the Centrahoma JV assets following the transaction. The
Centrahoma JV currently owns the following assets:

  oTwo cryogenic facilities: the Coalgate plant and the Atoka plant, with
    current processing capacity of 80 MMcfd and 20 MMcfd respectively; and
  o15 miles of NGL pipeline

All three processing facilities are currently fully utilized. As previously
agreed to by Cardinal and MarkWest, the Centrahoma JV is expected to expand in
late 2013 by installing a new 120 MMcfd plant ("Stonewall plant") which will
be scalable to 200 MMcfd with development in the area. Incremental cost for
the Stonewall plant expansion to process the full 200 MMcfd is currently
expected to be less than $50 million net to the Partnership. 

Deutsche Bank Securities acted as financial advisor on the transaction. Jones
Day (Houston) and Ledgewood (Philadelphia) acted as legal advisors on the
transaction. 

Atlas Pipeline Partners, L.P. (NYSE: APL) is active in the gathering and
processing segments of the midstream natural gas industry. In Oklahoma,
southern Kansas, northern and western Texas, and Tennessee, APL owns and
operates nine active gas processing plants as well as approximately 9,700
miles of active intrastate gas gathering pipeline. APL also has a 20%
interest in West Texas LPG Pipeline Limited Partnership, which is operated by
Chevron Corporation. For more information, visit the Partnership's website at
www.atlaspipeline.comor contact IR@atlaspipeline.com.

Atlas Energy, L.P. (NYSE: ATLS)is a master limited partnership which owns all
of the general partner Class A units and incentive distribution rights and an
approximate 43% limited partner interest in its upstream oil & gas subsidiary,
Atlas Resource Partners, L.P. Additionally, Atlas Energy owns and operates the
general partner of its midstream oil & gas subsidiary, Atlas Pipeline
Partners, L.P., through all of the general partner interest, all the incentive
distribution rights and an approximate 11% limited partner interest. For more
information, please visit the Partnership's website at www.atlasenergy.com, or
contact Investor Relations at InvestorRelations@atlasenergy.com.

Certain matters discussed within this press release are forward-looking
statements. Although Atlas Pipeline Partners, L.P. believes the expectations
reflected in such forward-looking statements are based on reasonable
assumptions, it can give no assurance that its expectations will be attained.
Atlas Pipeline does not undertake any duty to update any statements contained
herein (including any forward-looking statements), except as required by law.
Factors that could cause actual results to differ materially from expectations
include general industry considerations, regulatory changes, changes in
commodity process and local or national economic conditions and other risks
detailed from time to time in Atlas Pipeline's reports filed with the SEC,
including quarterly reports on Form 10-Q, reports on Form 8-K and annual
reports on Form 10-K.

Contact: Matthew Skelly
         Vice President
         Investor Relations
         1845 Walnut Street
         Philadelphia, PA 19103
         (877) 950-7473
         (215) 561-5692 (facsimile)

SOURCE Atlas Pipeline Partners, L.P.

Website: http://www.atlaspipeline.com
 
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