Atlas Pipeline Partners, L.P. Closes On Acquisition Of Cardinal Midstream

  Atlas Pipeline Partners, L.P. Closes On Acquisition Of Cardinal Midstream

PR Newswire

PHILADELPHIA, Dec. 20, 2012

PHILADELPHIA, Dec. 20, 2012 /PRNewswire/ -- Atlas Pipeline Partners, L.P.
(NYSE: APL) ("APL", "Atlas Pipeline", or the "Partnership") announced today
that the Partnership has closed on its previously announced purchase of
Cardinal Midstream, LLC ("Cardinal"), a private midstream company. The
effective date of the acquisition was December 1, 2012. Final cash
consideration for Cardinal totaled $603.4 million, which reflects closing
adjustments of $3.4 million to the original announced acquisition price of
$600 million.

Eugene Dubay, Chief Executive Officer of the Partnership, commented, "As I
mentioned in the initial announcement, we are very excited about this
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, and we believe the additional fee-based cash
flows enhances our risk profile. We look forward to integrating the valuable
people in the field at our new locations and having these assets contribute to
our high expectations for 2013 and beyond."

As a result of the transaction, the Partnership owns 100% of the following

  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
  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 has acquired a 60% interest in the Centrahoma
joint venture ("Centrahoma JV") that currently exists between Cardinal and
MarkWest Energy Partners, L.P. (NYSE: MWE). The Partnership is 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

This acquisition was funded with proceeds from the Partnership's recent
issuance of 9,750,000 common limited partner units as well as $175 million of
senior notes that mature in 2020, with the remaining amount financed under the
Partnership's $600 million revolving credit facility. With the addition of
these processing facilities and associated capacity, as well as organic
expansions on its legacy systems, Atlas Pipeline has now doubled the number of
its operating plants to twelve and increased total processing capacity from
approximately 583 MMcfd to 1.1 Bcfd over the past 24 months.

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 12 active gas processing plants, 18 gas treating facilities as well
as approximately 9,800 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 or contact

Atlas Energy, L.P. (NYSE: ATLS) is a master limited partnership which 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.
Additionally, Atlas Energy 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. For more
information, please visit the Partnership's website at, or
contact Investor Relations at

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.

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