PHILADELPHIA--(BUSINESS WIRE)--Apr. 1, 2009-- Atlas Pipeline Partners, L.P. (NYSE: APL) (“APL” or “Atlas Pipeline”) announces that it has entered into a definitive agreement with a subsidiary of Williams (NYSE: WMB) ("Williams"), to form Laurel Mountain Midstream, LLC (the “joint venture”) in a transaction which assesses the initial enterprise value of the system in Pennsylvania, New York, Ohio and West Virginia at $250 million. The new joint venture intends to be the leading gathering system in the southwestern Pennsylvania portion of the Marcellus Shale.

Atlas Pipeline will receive approximately $90 million in cash, a preferred equity right to proceeds under a $25.5 million obligation (the “Obligation”) from Williams, and a 49% equity interest in the joint venture. The Obligation amortizes in equal principal installments over a three-year period following the closing of the transaction, and the right to receive accrued principal and interest can be converted at APL’s option into an equivalent sum to pay joint venture capital expenditures Atlas Pipeline would otherwise be required to fund under the joint venture agreement. In addition, Atlas Energy Resources, LLC (NYSE: ATN) will sell to the joint venture two natural gas processing plants and associated pipelines located in southwestern Pennsylvania for $12 million.

The joint venture will own and operate all of APL’s northern Appalachian assets, which include gathering and processing assets in the Marcellus Shale region in southwestern Pennsylvania. This joint venture will manage the ongoing operation and anticipated expansion of the Appalachian system which will be utilized by Atlas Energy and other third party producers in the Marcellus Shale. Although the system will be operated on a day-to-day basis by Williams, all important decisions will be made jointly by Atlas Pipeline and Williams.

Gene Dubay, President and Chief Executive Officer of Atlas Pipeline stated, “We look forward to working with Williams in this joint venture. Our net proceeds here will aid us in reducing debt and improving the capital structure of our business and the joint venture will also aid us by providing us the financial leverage needed to fund expansion capital for anticipated growth in production from the Marcellus Shale.”

The proposed transaction is subject to traditional purchase price adjustments, consent from Atlas Pipeline’s senior lenders and other customary closing conditions.

UBS Investment Bank acted as financial advisor for Atlas Pipeline, and Stifel, Nicolaus & Company, Inc. provided opinions to Atlas Pipeline’s Board of Directors.

Atlas Pipeline Partners, L.P. is active in the transmission, gathering and processing segments of the midstream natural gas industry. In the Mid-Continent region of Oklahoma, Arkansas, southern Kansas, northern and western Texas and the Texas panhandle, APL owns and operates eight active gas processing plants and a treating facility, as well as approximately 7,900 miles of active intrastate gas gathering pipeline and a 565-mile interstate natural gas pipeline. In Appalachia, it owns and operates approximately 1,800 miles of natural gas gathering pipelines in western Pennsylvania, western New York, eastern Ohio and northeastern Tennessee. For more information, visit the Partnership’s website at www.atlaspipelinepartners.com or contact investorrelations@atlaspipelinepartners.com.

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. Factors that could cause actual results to differ materially from expectations include satisfaction of closing conditions, general industry considerations, regulatory changes, changes in 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.

Source: Atlas Pipeline Partners, L.P.

Atlas Pipeline Partners, L.P.
Brian Begley, 215-546-5005
Fax: 215-553-8455
Investor Relations