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

Feb 11, 2013, 16:15 ET from Atlas Pipeline Partners, L.P.

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 $1,071.68 per $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to, but not including, the final settlement date, which is expected to be February 26, 2013) tendered and not validly withdrawn.

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, 2013.

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) 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 (U.S. 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 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.


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.