Atlas Resource Partners, L.P. Announces Pricing of Class D Cumulative Redeemable Perpetual Preferred Units

PITTSBURGH, Sept. 25, 2014 /PRNewswire/ -- Atlas Resource Partners, L.P. (NYSE: ARP) today announced the pricing of its public offering of 3,200,000 8.625% Class D Cumulative Redeemable Perpetual Preferred Units ("Class D Preferred Units") at a price of $25.00 per unit.  The underwriters have been granted a 30-day option to purchase up to an additional 480,000 additional Class D Preferred Units at the public offering price less the underwriting discount.  Distributions will be payable on the Class D Preferred Units at an initial rate of 8.625% per annum of the stated liquidation preference of $25.00. The offering is expected to close on October 2, 2014, subject to customary closing conditions.

ARP expects to receive net proceeds of approximately $77.2 million from the offering (or approximately $88.8 million if the underwriters exercise their option to purchase an additional 480,000 Class D Preferred Units), after deducting underwriting discounts and estimated offering expenses. ARP intends to use the net proceeds from the offering to fund a portion of its previously announced acquisition of oil producing assets in the Eagle Ford Shale in south Texas. Before funding the pending Eagle Ford acquisition, ARP may use some or all of the net proceeds for general partnership purposes, which may include repayment of borrowings under its revolving credit facility.

Morgan Stanley & Co. LLC and UBS Securities LLC are acting as joint book-running managers, Stifel, Nicolaus & Company, Incorporated and Deutsche Bank Securities Inc. are acting as joint lead managers and Janney Montgomery Scott LLC, MLV & Co. LLC and Sterne, Agee & Leach, Inc. are acting as co-managers of 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

UBS Securities LLC
Attn: Prospectus Dept.
299 Park Avenue
New York, New York 10171
Phone: (877) 827-6444, ext. 5613884
Attn: Prospectus Specialist

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 D 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 Resource Partners, L.P. (NYSE: ARP) is an exploration & production master limited partnership which owns an interest in over 14,000 producing natural gas and oil wells, located primarily in Appalachia, the Barnett Shale (TX), the Mississippi Lime (OK), the Raton Basin (NM), Black Warrior Basin (AL) and the oil-rich Rangely Field (CO).  ARP is also the largest sponsor of natural gas and oil investment partnerships in the U.S. For more information, please visit our website at www.atlasresourcepartners.com, or contact Investor Relations at [email protected].

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 28% 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, please visit our website at www.atlasenergy.com, or contact Investor Relations at [email protected].

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.  ARP 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, ARP's 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; ARP's ability to close its pending acquisition; ARP's ability to realize the benefits of its acquisitions; 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; ARP's 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 ARP'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 ARP assumes no obligation to update such statements, except as may be required by applicable law.

SOURCE Atlas Resource Partners, L.P.