Atlas Energy, L.P. Announces Atlas Pipeline's Acquisition of Eagle Ford Midstream Business for $1 Billion

Atlas Energy, L.P. (NYSE: ATLS) (“Atlas Energy” or “ATLS”) announced today that its midstream subsidiary, Atlas Pipeline Partners, L.P. (NYSE: APL) has executed a definitive agreement to acquire 100% of the equity interests of TEAK Midstream, L.L.C. (“TEAK”), a privately owned midstream operator, for $1 billion in cash. TEAK is a natural gas gathering and processing company with assets in the core of the Eagle Ford Shale in south Texas, one of the most highly prolific oil & gas basins in the U.S. The transaction is expected to close in the second quarter 2013, subject to customary closing conditions.

Based on the forecasted earnings and cash flow from the TEAK assets, ATLS expects to receive an additional $25 million to $40 million of annual distributable cash flow as the acquired assets grow and mature in the future. This represents approximately $0.45 to $0.75 per ATLS common unit of additional distributable cash flow on an annualized basis.

This acquisition is a transformational transaction for APL and ATLS, establishing a leading midstream position for APL in the Eagle Ford Shale. Primary highlights of the TEAK assets include:

• The assets being acquired include a 200 MMcfd cryogenic processing plant (“Silver Oak I”), 265 miles of 20”-24” high pressure rich gas gathering lines with 750 MMcfd of throughput capacity, and a second 200 MMcfd cryogenic processing plant (“Silver Oak II”), which is expected to be delivered to the Partnership for installation in May of 2013 and be in service during the first quarter of 2014.
• Total capital expenditures associated with the build-out of Silver Oak II and other projects are expected to be approximately $100 million over the next year.
• Approximately 80% of TEAK’s current gross margin is derived from fixed fee contracts, with the majority of those volumes under minimum volume commitments.
• Pro forma for the transaction, the overall cash flow mix to APL is expected to be over 50% fixed fee by the end of 2014.
• APL expects further expansion of the acquired Eagle Ford assets beyond 2014, including the potential to add a third 200 MMcfd processing facility and additional gathering pipelines among other projects.
• Management will discuss the acquisition on the first quarter earnings call scheduled for May 1, 2013

Atlas Energy will invest $20 million of $400 million in newly issued Class D convertible preferred APL units in conjunction with the financing of the TEAK acquisition. The preferred units are convertible to APL common limited partner units at APL’s option after the first anniversary of the issuance, and mandatorily convertible into common limited partner units at the end of eight full calendar quarters following the issuance. Atlas Energy will receive additional APL preferred units at a specified premium in lieu of cash distributions for the first year following the issuance of the preferred units, after which ATLS will receive its proportion of cash distributions prior to conversion to APL common units.

Interested parties are invited to access the live webcast of an investor call with management regarding the TEAK transaction as part of APL’s first quarter 2013 results on Wednesday, May 1, 2013 at 10:00 am ET by going to the Investor Relations section of the APL’s website at www.atlaspipeline.com. An audio replay of the conference call will also be available beginning at 12:00 pm ET on Wednesday, May 1, 2013. To access the replay, dial 1-888-286-8010 and enter conference code 32722721.

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 9% limited partner interest. For more information, please visit our website at www.atlasenergy.com, or contact Investor Relations at InvestorRelations@atlasenergy.com.

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 IR@atlaspipeline.com.

Cautionary Note Regarding Forward-Looking Statements

This document contains forward-looking statements that involve a number of assumptions, risks and uncertainties that could cause actual results to differ materially from those contained in the forward-looking statements. ATLS cautions readers that any forward-looking information is not a guarantee of future performance. Such forward-looking statements include, but are not limited to, statements about future financial and operating results, resource potential, ATLS’ plans, objectives, expectations and intentions and other statements that are not historical facts. Risks, assumptions and uncertainties that could cause actual results to materially differ from the forward-looking statements include, but are not limited to, those associated with general economic and business conditions; changes in commodity prices; changes in the costs and results of drilling operations; uncertainties about estimates of reserves and resource potential; inability to obtain capital needed for operations; ATLS’ level of indebtedness; changes in government environmental policies and other environmental risks; the availability of drilling equipment and the timing of production; tax consequences of business transactions; and other risks, assumptions and uncertainties detailed from time to time in ATLS’, ARP’s and APL’s reports filed with the U.S. Securities and Exchange Commission, including quarterly reports on Form 10-Q, current reports on Form 8-K and annual reports on Form 10-K. Forward-looking statements speak only as of the date hereof, and ATLS assumes no obligation to update such statements, except as may be required by applicable law.