Atlas Energy And Atlas Pipeline Unitholders Approve Mergers With Targa Resources Corp. And Targa Resources Partners

PHILADELPHIA, Feb. 20, 2015 /PRNewswire/ -- Atlas Energy, L.P. (NYSE: ATLS) ("Atlas Energy" or "ATLS") and its midstream oil and gas subsidiary, Atlas Pipeline Partners, L.P. (NYSE: APL) ("Atlas Pipeline" or "APL"), have announced that ATLS and APL unitholders, at respective special unitholder meetings, approved the pending merger transactions of Atlas Energy with a subsidiary of Targa Resources Corp. (NYSE: TRGP) ("TRC") ("ATLS Merger") and Atlas Pipeline with a subsidiary of Targa Resources Partners LP ("TRP") ("APL Merger").

Approximately 99.28% of the votes cast at ATLS' special meeting of unitholders voted in favor of the merger with TRC, and approximately 52.83% of the units were cast of the total outstanding ATLS common units as of the record date of January 22, 2015.

Atlas Pipeline also held a special meeting of its unitholders, from which approximately 98.21% of the votes cast were in favor of the merger between APL and TRP, and approximately 54.84% units were cast of the total outstanding APL common units as of the record date of January 22, 2015.

TRC also held a special meeting of its shareholders today, from which approximately 91.50% of those TRC shares that were voted approved the merger transaction between Atlas Energy and TRC, and approximately 76.15% of the outstanding TRC shares as of the record date of January 22, 2015 were voted.

The receipt of these unitholder and stockholder approvals is a significant step towards the completion of the ATLS Merger, the APL Merger and the previously announced spin-off of Atlas Energy's non-midstream assets (the "Spin-Off").  The Spin-Off will occur through the distribution to the Atlas Energy unitholders of one common unit of Atlas Energy Group, LLC ("AEG"), which will hold Atlas Energy's assets and liabilities other than those related to its midstream business, for every two Atlas Energy common units held at the close of business on Wednesday, February 25, 2015, the previously announced record date of the distribution.  The distribution of AEG units is expected to be effective after the close of business on Friday, February 27, 2015 in conjunction with the expected closing of the merger transactions.

AEG's common units are expected to begin trading on the NYSE on a "when issued" basis on Tuesday, February 24, 2015 under the symbol "ATLS.wi".  On March 2, 2015, "when issued" trading is expected to end and "regular way" trading is expected to begin for Atlas Energy Group under the ticker symbol "ATLS," and Atlas Energy's common units will cease trading.  Any Atlas Energy unitholders who sell Atlas Energy units "regular way" on or before the distribution date will also be selling their right to receive AEG common units in the distribution.  Investors are encouraged to consult with their financial advisors regarding the specific implications of buying or selling Atlas Energy common units on or before the distribution date.

The ATLS Merger and APL Merger will occur immediately following the Spin-Off.  The ATLS Merger, the APL Merger and the Spin-Off are conditioned on the other and will each occur only if the others occur.  Each of the ATLS Merger, APL Merger and the Spin-Off remain subject to the satisfaction of customary closing conditions. 

No action is required by Atlas Energy unitholders to receive AEG common units in the distribution.  AEG is currently subject to the information and reporting requirements of the Securities Exchange Act of 1934, and will file periodic reports, proxy statements and other required information with the SEC.

Atlas Energy, L.P. is a master limited partnership which owns all of the general partner Class A units and incentive distribution rights and an approximate 28% 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, please visit our website at www.atlasenergy.com, or contact Investor Relations at [email protected].

Atlas Pipeline Partners, L.P. 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 17 gas processing plants, 18 gas treating facilities, as well as approximately 11,200 miles of active intrastate gas gathering pipeline.  For more information, visit APL's website at www.atlaspipeline.com or contact [email protected].

Targa Resources Corp. is a publicly traded Delaware corporation that owns a 2% general partner interest (which TRC holds through its 100% ownership interest in the general partner of TRP), all of the outstanding incentive distribution rights and a portion of the outstanding limited partner interests in Targa Resources Partners LP.

Targa Resources Partners is a publicly traded Delaware limited partnership formed in October 2006 by its parent, TRC, to own, operate, acquire and develop a diversified portfolio of complementary midstream energy assets. TRP is a leading provider of midstream natural gas, NGL, terminalling and crude oil gathering services in the United States. TRP is engaged in the business of gathering, compressing, treating, processing and selling natural gas; storing, fractionating, treating, transporting and selling NGLs and NGL products; gathering, storing and terminalling crude oil; and storing, terminalling and selling refined petroleum products.

Cautionary Note Regarding Forward-Looking Statements

Certain statements contained herein are "forward-looking statements" that are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements that involve a number of assumptions, risks and uncertainties that could cause actual results to differ materially from those contained in the forward-looking statements. Readers are cautioned that any forward-looking information is not a guarantee of future performance.  Risks and uncertainties related to the proposed transaction include, among others: the risk that the other conditions to the closing of the mergers are not satisfied; potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the mergers; uncertainties as to the timing of the mergers; competitive responses to the proposed merger; costs and difficulties related to the integration of ATLS's and APL's businesses and operations with TRC's and TRP's business and operations; the inability to obtain, or delays in obtaining, the cost savings and synergies contemplated by the mergers; uncertainty of the expected financial performance of the combined company following completion of the proposed transaction; unexpected costs, charges or expenses resulting from the mergers; litigation relating to the merger; the outcome of  potential litigation or governmental investigations; the inability to retain key personnel; and any changes in general economic and/or industry specific conditions; and other risks, assumptions and uncertainties detailed from time to time in ATLS's, ARP's and APL'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. Forward-looking statements speak only as of the date hereof, and we assume no obligation to update such statements, except as may be required by applicable law.

SOURCE Atlas Energy, L.P.

Related Links

http://www.atlasenergy.com

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