Atlas Pipeline Partners, L.P. Closes On Acquisition Of Cardinal Midstream

PHILADELPHIA, Dec. 20, 2012 /PRNewswire/ -- Atlas Pipeline Partners, L.P. (NYSE: APL) ("APL", "Atlas Pipeline", or the "Partnership") announced today that the Partnership has closed on its previously announced purchase of Cardinal Midstream, LLC ("Cardinal"), a private midstream company. The effective date of the acquisition was December 1, 2012. Final cash consideration for Cardinal totaled $603.4 million, which reflects closing adjustments of $3.4 million to the original announced acquisition price of $600 million.

Eugene Dubay, Chief Executive Officer of the Partnership, commented, "As I mentioned in the initial announcement, we are very excited about this acquisition of Cardinal Midstream. The profile of assets fits very well with our core focus, which is gathering and processing in liquids-rich basins with increasing producer activity, and we believe the additional fee-based cash flows enhances our risk profile. We look forward to integrating the valuable people in the field at our new locations and having these assets contribute to our high expectations for 2013 and beyond."

As a result of the transaction, the Partnership owns 100% of the following assets:

• A 120 MMcfd cryogenic processing facility (the Tupelo plant) in the Arkoma Woodford basin;
• Approximately 60 miles of gathering lines that gather both rich and lean gas;
• 28,500 horsepower compression capability, including a 42 MMcfd compression facility and a treating facility; and
• A gas treating business, which includes contract gas treating operations in multiple shale plays including the Woodford, Eagle Ford, Granite Wash, Avalon, Haynesville, and Fayetteville shales. Included are 15 amine treating facilities as well as two propane refrigeration facilities. The business generates fixed fee cash flow through the treatment of wellhead volumes to reduce impurities and is 100% fixed fee cash flow

Additionally, the Partnership has acquired a 60% interest in the Centrahoma joint venture ("Centrahoma JV") that currently exists between Cardinal and MarkWest Energy Partners, L.P. (NYSE: MWE). The Partnership is the operator of the Centrahoma JV assets following the transaction. The Centrahoma JV currently owns the following assets:

• Two cryogenic facilities: the Coalgate plant and the Atoka plant, with current processing capacity of 80 MMcfd and 20 MMcfd respectively; and
• 15 miles of NGL pipeline

This acquisition was funded with proceeds from the Partnership's recent issuance of 9,750,000 common limited partner units as well as $175 million of senior notes that mature in 2020, with the remaining amount financed under the Partnership's $600 million revolving credit facility. With the addition of these processing facilities and associated capacity, as well as organic expansions on its legacy systems, Atlas Pipeline has now doubled the number of its operating plants to twelve and increased total processing capacity from approximately 583 MMcfd to 1.1 Bcfd over the past 24 months.

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 9,800 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 [e-mail].

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 11% limited partner interest. Additionally, Atlas Energy 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. For more information, please visit the Partnership's website at www.atlasenergy.com, or contact Investor Relations at [e-mail].

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
	[phone]
	[phone] (facsimile)

SOURCE Atlas Pipeline Partners, L.P.