Atlas Pipeline Partners, L.P. Commences Tender Offer And Consent Solicitation For Its 8 3/4% Senior Notes Due 2018

PHILADELPHIA, Jan. 28, 2013 /PRNewswire/ -- Atlas Pipeline Partners, L.P. (NYSE: APL) ("APL", "Atlas Pipeline", or the "Partnership") announced today that it has commenced a cash tender offer for any and all of its outstanding $365,822,000 aggregate principal amount 8¾ % senior notes due 2018, and a solicitation of consents to certain proposed amendments to the indenture governing the notes.  The proposed amendments would eliminate substantially all of the restrictive covenants and certain event of default provisions in the indenture governing the notes.

The consent solicitation is scheduled to expire at 5:00 p.m., New York City time, on February 8, 2013, unless extended or earlier terminated (as extended, the "Consent Deadline"). The tender offer is scheduled to expire at 11:59 p.m., New York City time, on February 25, 2013, unless extended or earlier terminated (as extended, the "Tender Deadline").

Holders who validly tender their notes and provide their consents to the proposed amendments to the indenture governing the notes before the Consent Deadline, will be eligible to receive $1,071.68 for each $1,000 principal amount of notes not validly withdrawn (which includes a consent payment of $30.00 per $1,000 principal amount of notes). During the consent solicitation period, holders may not tender their notes without delivering consents or deliver consents without tendering their notes. No consent payments will be made in respect of notes tendered after the Consent Deadline.

Holders who validly tender their notes after the Consent Deadline, but before the Tender Deadline, will be eligible to receive $1,041.68 for each $1,000 principal amount of notes not validly withdrawn.

Holders whose notes are purchased in the tender offer will also receive accrued and unpaid interest from the most recent interest payment date on the notes up to, but not including, the applicable payment date. Holders who validly tender their notes before the Consent Deadline will be eligible to receive payment on the initial settlement date, which is expected to be on or about February 11, 2013. Holders tendering after the Consent Deadline, but prior to the Tender Deadline will be eligible to receive payment on the final settlement date, which is expected to be on or about February 26, 2013.

Notes tendered and consents given prior to the Consent Deadline may only be withdrawn before the Consent Deadline, except in certain limited circumstances.  Notes tendered after the Consent Deadline, but prior to the Tender Deadline may only be withdrawn before the Tender Deadline, except in certain limited circumstances. Any extension (including extension of any applicable deadline), delay, termination or amendment of the tender offer will be followed as promptly as practicable by a public announcement thereof.

The tender offer is subject to the satisfaction of certain conditions, including: (1) receipt of consents to the amendments of the indenture governing the notes from holders of a majority in principal amount of the outstanding notes and execution of a supplemental indenture effecting the proposed amendments, (2) a financing condition and (3) certain other customary conditions.

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 (US toll free) or, for banks and brokers, (212) 430-3774.

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 (US toll-free) and (980) 387-3907 (collect).

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 IR@atlaspipeline.com.

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


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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http://www.atlaspipeline.com

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