Atlas Pipeline Partners, L.P. Announces Full Exercise Of Underwriters' Over-Allotment Option

    Atlas Pipeline Partners, L.P. Announces Full Exercise Of Underwriters'
                            Over-Allotment Option

PR Newswire

PHILADELPHIA, March 24, 2014

PHILADELPHIA, March 24, 2014 /PRNewswire/ --Atlas Pipeline Partners, L.P.
(NYSE: APL) ("APL," "Atlas Pipeline," or the "Partnership") today announced
the March 21, 2014 closing of the issuance and sale of an additional 660,000
8.25% Class E Cumulative Redeemable Perpetual Preferred Units ("Class E
Preferred Units") following the underwriters' full exercise of their option to
purchase additional Class E Preferred Units. The Partnership received
additional net proceeds of approximately $16.0 million from the over-allotment
option exercise, for total net proceeds of approximately $122.2 million, after
deducting underwriting discounts and estimated offering expenses. The
Partnership intends to use the net proceeds to repay a portion of its
indebtedness outstanding under its senior secured revolving credit facility.
The Class E Preferred Units began trading on the New York Stock Exchange under
the symbol "APLPrE" on March 24, 2014.

Morgan Stanley & Co. LLC and UBS Securities LLC acted as joint book-running
managers, Stifel, Nicolaus & Company, Incorporated acted as joint lead manager
and MLV & Co. LLC acted as co-manager for the offering. An investor may obtain
a free copy of the prospectus supplement and accompanying base prospectus
relating to the offering by visiting EDGAR on the SEC website at www.sec.gov.
A copy of the prospectus supplement and accompanying base prospectus relating
to the offering also may be obtained from:

Morgan Stanley & Co. LLC
Attn: Prospectus Department
180 Varick Street, 2nd Floor
New York, NY 10014
Email: prospectus@morganstanley.com

UBS Securities LLC
Attn: Prospectus Specialist
299 Park Avenue
New York, New York 10171
Phone: (877) 827-6444, extension 561 3884

Stifel, Nicolaus & Company, Incorporated
Attn: Syndicate Department
One South Street, 15th Floor
Baltimore, MD 21202
Phone: (855) 300-7136

MLV & Co. LLC
Attn: Randy Billhardt
1251 Avenue of the Americas, 41st Floor
New York, NY 10020
Phone: (212) 542-5882

A shelf registration statement relating to these securities has previously
been filed with the SEC and automatically deemed effective. This press release
does not constitute an offer to sell or a solicitation of an offer to buy
Class E Preferred Units or any other securities, nor shall there be any sale
of these securities in any jurisdiction in which such an offer, solicitation
or sale would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. The offering of these securities may
be made only by means of the prospectus supplement and the related base
prospectus.

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, Texas, and Tennessee, APL owns and operates 14 active gas
processing plants, 18 gas treating facilities, as well as approximately 11,200
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, 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 37% 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 6% limited partner interest. For more
information, 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 prices 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, current 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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