Atlas Pipeline Partners, L.P. Completes Consent Solicitation And Indenture
Amendments For Its 8.75% Senior Notes Due 2018; Announces Redemption Of
Remaining Untendered Notes
PHILADELPHIA, Feb. 11, 2013
PHILADELPHIA, Feb. 11, 2013 /PRNewswire/ --Atlas Pipeline Partners, L.P.
(NYSE: APL) ("APL", "Atlas Pipeline", or the "Partnership") announced today
the successful completion of its consent solicitation with respect to its
outstanding $365,822,000 aggregate principal amount 8 ¾% Senior Notes due 2018
(the "2018 Notes").
On January 28, 2013, Atlas Pipeline commenced a cash tender offer for any and
all of the 2018 Notes and a solicitation of consents to certain proposed
amendments to the indenture governing the 2018 Notes (the "Indenture").The
consent solicitation expired at 5:00 p.m., New York City time, on February 8,
2013.As of the expiration of the consent solicitation, the Partnership was
in receipt of tenders and consents representing approximately 73.4% of the
outstanding 2018 Notes. The percentage of consents received exceeds the
consents required to amend the Indenture. Accordingly, Atlas Pipeline and
U.S. Bank National Association, as trustee, have executed a supplemental
indenture to effect the proposed amendments.
The Partnership will make a cash payment of $1,071.68per $1,000 principal
amount, which includes a consent payment of $30.00 per $1,000 principal amount
(plus accrued and unpaid interest up to but not including the initial
settlement date of February 11, 2013) to the holders of 2018 Notes that
tendered prior to expiration of the consent solicitation.
The tender offer is scheduled to expire at 11:59 p.m., New York City time, on
February 25, 2013.
Remaining holders who validly tender their 2018 Notes after the expiration of
the consent solicitation and before the expiration of the tender offer will be
eligible to receive $1,041.68 per $1,000 principal amount of 2018 Notes (plus
accrued and unpaid interest up to, but not including, the final settlement
date, which is expected to be February 26, 2013) tendered and not validly
Atlas Pipeline also announced today that it has given irrevocable notice to
redeem, in full, all outstanding 2018 Notes on March 12, 2013. Pursuant to the
terms of the Indenture, the Partnership will redeem the outstanding 2018 Notes
at a redemption price of their principal amount, plus the "Make Whole Amount"
(as defined in the Indenture), calculated as of March 7, 2013 plus accrued and
unpaid interest up to, but not including the redemption date of March 12,
The consideration for the consent solicitation, tender offer and redemption is
being paid from the proceeds of the Partnership's previously announced private
placement of $650 million principal amount of 5⅞%Senior Notes due 2023.
The complete terms and conditions of the tender offer and consent solicitation
are described in the Offer to Purchase and Consent Solicitation Statement
dated January 28, 2013, copies of which may be obtained from Global Bondholder
Services Corporation the depositary and information agent for the tender
offer, at (866) 736-2200 (U.S.toll free) or, for banks and brokers, (212)
Atlas Pipeline has engaged BofA Merrill Lynch to act as the exclusive dealer
manager and solicitation agent in connection with the tender offer. Questions
regarding the terms of the tender offer may be directed to BofA Merrill Lynch,
Liability Management Group, at (888) 292-0070 (U.S. toll-free) and (980)
This announcement is not an offer to purchase, a solicitation of an offer to
purchase or a solicitation of consents with respect to any securities. The
tender offer and consent solicitation are being made solely by the Offer to
Purchase and Consent Solicitation Statement dated January 28, 2013.
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 www.atlaspipeline.com 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 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
1845 Walnut Street
Philadelphia, PA 19103
(215) 561-5692 (facsimile)
SOURCE Atlas Pipeline Partners, L.P.
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