Atlas Energy To Form E&P MLP For Shale, Other Properties

Atlas Energy LP, Philadelphia, (NYSE: ATLS) plans to create an E&P master limited partnership named Atlas Resource Partners LP, which will hold substantially all of ATLS' current gas and oil development and production assets and the partnership management business.

Atlas Energy plans to take Atlas Resource Partners public by distributing to Atlas Energy unitholders common units representing an approximately 19.6% limited partner interest in Atlas Resource Partners. Atlas Resource Partners intends to apply to list its common units on the New York Stock Exchange.

Prior to closing the transaction, Atlas Energy will transfer to Atlas Resource Partners its proved reserves in Appalachia, the Niobrara formation in Colorado, the New Albany shale in Indiana, the Antrim shale in Michigan and the Chattanooga shale in Tennessee. The assets also include its producing properties in these respective areas and its partnership management business and related fee-based income streams.

Atlas Energy management believes that this transaction will substantially enhance unitholder value by separating the company's current E&P assets and partnership management business from Atlas Energy’s general partner interests and incentive distribution rights in Atlas Pipeline Partners LP (NYSE: APL).

The distribution of limited partner interests in Atlas Resource Partners will also create a separate currency denominated in units of Atlas Resource Partners, which will enable Atlas Resource Partners to expand cash flows from its natural gas and oil production assets through strategic acquisitions and organic development, without diluting Atlas Energy’s ownership in its other assets, including its interest in Atlas Pipeline.

Immediately after the distribution of the limited partner interest in Atlas Resource Partners, ATLS will continue to hold common units representing an approximately 78.4% limited partner interest in Atlas Resource Partners, as well as its existing interest in the midstream operations of APL, ATLS' midstream subsidiary, which holds strong growth potential in its Mid Continent natural gas gathering and processing assets. ATLS will also own the general partner of Atlas Resource Partners, which will hold a 2% general partner interest and all of the incentive distribution rights in Atlas Resource Partners. The ownership of the incentive distribution rights becomes increasingly more valuable as the limited partner distributions of Atlas Resource Partners increase.

Atlas Energy chief executive Edward E. Cohen says, "We are greatly pleased to announce the formation of Atlas Resource Partners, and we expect this transaction will be tremendously accretive in value to all our stakeholders. By creating this new entity, we are positioning ourselves to capitalize more fully on the many opportunities currently available to us in the U.S. E&P industry. We expect that the transaction will enable us to achieve substantial growth in cash flows to our Atlas Energy unitholders from increased distributions in the future both from Atlas Resource Partners and Atlas Pipeline Partners."

Atlas Energy expects the transaction to be completed by the first quarter of 2012.