Atlas Resource Partners, L.P. Announces Pricing of Public Offering of Common Units

May 19, 2015, 08:15 ET from Atlas Resource Partners, L.P.

PITTSBURGH, May 19, 2015 /PRNewswire/ -- Atlas Resource Partners, L.P. (NYSE: ARP) announced today that it has priced an underwritten public offering of 6,500,000 common units representing limited partner interests at an offering price of $7.97 per unit. Wells Fargo Securities, Citigroup, Deutsche Bank Securities, J.P. Morgan and Morgan Stanley are acting as joint book-running managers for this offering. The underwriters have been granted a 30-day option to purchase up to an additional 975,000 common units. The net proceeds of the offering, assuming no exercise of the over-allotment option, after underwriting discounts and estimated expenses, are approximately $49.5 million.

ARP intends to use a portion of the net proceeds from this offering to fund its announced acquisition of assets in the Arkoma basin in eastern Oklahoma from its parent company, Atlas Energy Group, LLC (NYSE: ATLS). Proceeds raised in this offering in excess of the purchase price of the Arkoma acquisition are expected to be used for general partnership purposes, to reduce borrowings outstanding under ARP's revolving credit facility and for potential future acquisitions.

The common units are being offered pursuant to an automatic shelf registration statement that ARP previously filed with the SEC. The offering is being made only by means of a prospectus supplement and accompanying prospectus. Copies of the prospectus and accompanying prospectus supplement relating to these securities may be obtained by contacting:

Wells Fargo Securities Attn: Equity Syndicate Department 375 Park Avenue New York, New York 10152 Phone: (800) 326-5897 cmclientsupport@wellsfargo.com

Citigroup c/o Broadridge Financial Solutions 1155 Long Island Avenue Edgewood, New York 11717 Phone: (800) 831-9146 prospectus@citi.com

Deutsche Bank Securities Attn: Prospectus Group 60 Wall Street New York, NY 10005-2836 (800) 503-4611 prospectus.cpdg@db.com

J.P. Morgan c/o Broadridge Financial Solutions 1155 Long Island Avenue Edgewood, NY 11717 Phone: 866-803-9204

Morgan Stanley Attn: Prospectus Department 180 Varick Street, 2nd Floor New York, NY 10014

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities nor will there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any

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 Eagle Ford Shale (TX), the Raton Basin (NM), Black Warrior Basin (AL) and the Rangely Field (CO).  ARP is also the largest sponsor of natural gas and oil investment partnerships in the U.S. For more information contact Investor Relations at InvestorRelations@atlasenergy.com.

Atlas Energy Group, LLC (NYSE: ATLS) is a master limited partnership which owns the following interests: all of the general partner interest, incentive distribution rights and an approximate 28% limited partner interest in its upstream oil & gas subsidiary, Atlas Resource Partners, L.P.; the general partner interests, incentive distribution rights and limited partner interests in its private E&P development subsidiary; and a general partner interest in Lightfoot Capital Partners, an entity that invests directly in energy-related businesses and assets. For more information contact Investor Relations at InvestorRelations@atlasenergy.com.

Cautionary Note Regarding Forward-Looking Statements

This press release 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; 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, 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.



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