Atlas Pipeline Partners, L.P. Prices $650 Million Offering Of Senior Notes Due 2023

Atlas Pipeline Partners, L.P. Prices $650 Million Offering Of Senior Notes Due

PR Newswire

PHILADELPHIA, Jan. 28, 2013

PHILADELPHIA, Jan. 28, 2013 /PRNewswire/ --Atlas Pipeline Partners, L.P.
(NYSE: APL) ("APL", "Atlas Pipeline", or the "Partnership") and its
subsidiary, Atlas Pipeline Finance Corporation, announced today that it has
priced a private offering of $650 million aggregate principal amount of 5.875%
Senior Notes due 2023. The aggregate principal amount was increased from the
previously announced aggregate principal amount of $450 million. The notes
were priced at par and the Partnership intends to use the net proceeds from
this offering of approximately $637.0 million to redeem any or all of its
outstanding 8¾% Senior Notes due 2018 in a tender offer announced earlier
today, as well as repay a portion of its outstanding indebtedness under its
existing credit facility. The sale of the notes is expected to settle on
February 11, 2013, subject to customary closing conditions.

The notes will not be registered under the Securities Act of 1933 or the
securities laws of any state and may not be offered or sold in the United
States absent registration or an applicable exemption from the registration
requirements under the Securities Act and applicable state securities laws.
The notes may be resold by the initial purchasers pursuant to Rule 144A and
Regulation S under the Securities Act. This press release shall not constitute
an offer to sell or the solicitation of an offer to buy, nor shall there be
any sale of these securities in any state in which the offer, solicitation or
sale would be unlawful prior to the registration or qualification under the
securities laws of any such state.

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 10,100 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 9% limited partner interest.
Additionally, Atlas Energy owns all of the general partner Class A units and
incentive distribution rights and an approximate 44% 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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