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Atlas Pipeline Partners, L.P. Announces Full Exercise Of Underwriters' Over-Allotment Option

PHILADELPHIA, March 24, 2014 /PRNewswire/ -- Atlas Pipeline Partners, L.P. (NYSE: APL) ("APL," "Atlas Pipeline," or the "Partnership") today announced the March 21, 2014 closing of the issuance and sale of an additional 660,000 8.25% Class E Cumulative Redeemable Perpetual Preferred Units ("Class E Preferred Units") following the underwriters' full exercise of their option to purchase additional Class E Preferred Units.  The Partnership received additional net proceeds of approximately $16.0 million from the over-allotment option exercise, for total net proceeds of approximately $122.2 million, after deducting underwriting discounts and estimated offering expenses.  The Partnership intends to use the net proceeds to repay a portion of its indebtedness outstanding under its senior secured revolving credit facility.  The Class E Preferred Units began trading on the New York Stock Exchange under the symbol "APLPrE" on March 24, 2014.

Morgan Stanley & Co. LLC and UBS Securities LLC acted as joint book-running managers, Stifel, Nicolaus & Company, Incorporated acted as joint lead manager and MLV & Co. LLC acted as co-manager for 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
Email: [email protected]

UBS Securities LLC
Attn: Prospectus Specialist
299 Park Avenue
New York, New York 10171
Phone: (877) 827-6444, extension 561 3884

Stifel, Nicolaus & Company, Incorporated
Attn: Syndicate Department
One South Street, 15th Floor
Baltimore, MD 21202
Phone: (855) 300-7136

Attn: Randy Billhardt
1251 Avenue of the Americas, 41st Floor
New York, NY 10020
Phone: (212) 542-5882

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 E 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 Pipeline Partners, L.P. (NYSE: APL) is active in the gathering and processing segments of the midstream natural gas industry.  In Oklahoma, southern Kansas, Texas, and Tennessee, APL owns and operates 14 active gas processing plants, 18 gas treating facilities, as well as approximately 11,200 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, contact [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 37% 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, contact Investor Relations at [email protected].

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 prices 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, current reports on Form 8-K and annual reports on Form 10-K.


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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