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Atlas Pipeline Partners, L.P. Announcing Pricing Of Public Offering Of Common Units

PHILADELPHIA, Dec. 4, 2012 /PRNewswire/ -- Atlas Pipeline Partners, L.P. (NYSE: APL) ("APL", "Atlas Pipeline", or the "Partnership") announced today that it has priced an underwritten public offering of 9,750,000 common units representing limited partner interests at an offering price of $31.00 per unit. The underwriters have been granted a 30-day option to purchase up to an additional 1,462,500 common units.

The Partnership intends to use the net proceeds from this offering to fund a portion of its acquisition of Cardinal Midstream, a private midstream operator. Prior to funding the pending acquisition, APL may use some or all of the net proceeds for general partnership purposes, which may include repayment of outstanding borrowings under its revolving credit facility.

Wells Fargo Securities, Deutsche Bank Securities, BofA Merrill Lynch, Barclays, Citigroup, Goldman, Sachs & Co., J.P. Morgan, Morgan Stanley, and RBC Capital Markets are acting as joint book-running managers for this offering.

The offering is being made only through the prospectus supplement and accompanying prospectus, which is part of a registration statement that became effective on November 19, 2010. 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 such state or other jurisdiction.

Copies of the prospectus and accompanying preliminary prospectus supplement relating to these securities may be obtained by contacting:

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

Deutsche Bank Securities
Attn: Prospectus Group
60 Wall Street
New York, NY 10005
Phone: (800) 503-4611

BofA Merrill Lynch
Attn: Prospectus Department
222 Broadway
New York, NY 10038
Email: dg.prospectus_requests@baml.com

Barclays
Attn: Broadridge Financial Solutions
1155 Long Island Avenue
Edgewood, NY  11717
Email: barclaysprospectus@broadridge.com
Phone:  1-888-603-5847

Citigroup
Attn: Broadridge Financial Solutions
1155 Long Island Avenue
Edgewood, NY  11717
Email: batprospectusdept@citi.com
Phone: (800) 831-9146

Goldman, Sachs & Co.
Attn: Prospectus Department
200 West Street, New York, New York 10282
Email: prospectus-ny@ny.email.gs.com
Phone: (866) 471-2526

J.P. Morgan
Attn: Broadridge Financial Solutions
1155 Long Island Avenue
Edgewood, NY 11717
Phone: (866) 803-9204

Morgan Stanley
Attn: Prospectus Dept.
180 Varick Street, 2nd Floor
New York, NY 10014
Email: prospectus@morganstanley.com
Phone: (866) 718-1649

RBC Capital Markets
Attn: Prospectus Department
3 World Financial Center
200 Vesey Street, 8th Floor
New York, New York 10281-8098
Phone: (877) 822-4089

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 nine active gas processing plants as well as approximately 9,700 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.

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 43% 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 11% limited partner interest.

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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