Atlas Pipeline Partners, L.P. Nets $262.1 Million from Public and Private Common Unit Offerings

Business Wire,  June 24, 2008  

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PHILADELPHIA -- Atlas Pipeline Partners, L.P. (NYSE:APL) ("Atlas Pipeline" or the "Partnership") announced today that it has completed its previously announced public offering of common limited partner units. Including the over-allotment option, which was exercised in full by the underwriters, the Partnership sold a total of 5,750,000 common units at $37.52 per unit. Wachovia Securities, Citi, Lehman Brothers and UBS Investment Bank acted as joint book-running managers for this offering.

The Partnership also completed the private placements of its common units with its affiliated companies, Atlas America, Inc. (NASDAQ:ATLS) and Atlas Pipeline Holdings, L.P. (NYSE:AHD). Atlas America purchased 1,112,000 common units of Atlas Pipeline for approximately $40.1 million. In addition, Atlas Holdings purchased 278,000 common units of Atlas Pipeline for approximately $10.0 million, which brings its ownership of Atlas Pipeline common units to approximately 5.75 million, or approximately 12.5% of the outstanding limited partner interests. The common units sold in the private placement have not been registered under the Securities Act of 1933, as amended, and may not be sold in the United States absent registration or an applicable exemption from registration requirements.

Total net proceeds from the Atlas Pipeline public offering, both private placements and the general partner's proportionate capital contribution, and after deducting underwriting discounts and commissions and offering expenses, were approximately $262.1 million. Atlas Pipeline plans to use the net proceeds of the offerings to fund the termination of certain of its crude oil derivatives agreements that are associated with the ethane and propane portion of its natural gas liquids volume.

The publicly-offered common units were offered and sold pursuant to an effective shelf registration statement on Form S-3 previously filed with the Securities and Exchange Commission. This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities nor shall there be any sale of these securities in any state or 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 offer has been made only through the prospectus supplement and accompanying base prospectus, which is part of a registration statement that became effective on September 7, 2005.

A copy of the prospectus supplement and accompanying base prospectus relating to this offering may be obtained from:

Wachovia Securities
Equity Syndicate Department
375 Park Avenue
New York, NY 10152
Email: equity.syndicate@wachovia.com

Citi
Brooklyn Army Terminal
Attn: Prospectus Delivery Dept.
140 58th Street
Brooklyn, NY 11220
Tel: 800-831-9146

Lehman Brothers
c/o Broadridge
Integrated Distribution Services
1155 Long Island Avenue
Edgewood, NY 11717
Email: giana.smith@broadridge.com
Fax: 631-254-7140

UBS Investment Bank
Attention: Prospectus Department
299 Park Avenue
New York, NY 10171
Toll free: 888-827-7275

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, northern and western Texas and the Texas panhandle, the Partnership owns and operates eight 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 1,600 miles of natural gas gathering pipelines in Pennsylvania, Tennessee, New York and Ohio. For more information, visit our website at www.atlaspipelinepartners.com or contact bbegley@atlaspipelinepartners.com.

Atlas Pipeline Holdings, L.P. is a limited partnership which owns and operates the general partner of Atlas Pipeline Partners, L.P., through which it owns a 2% general partner interest, all the incentive distribution rights and approximately 5.75 million common units of Atlas Pipeline Partners.

Atlas America, Inc. owns an approximate 64% limited partner interest in Atlas Pipeline Holdings, L.P., which holds the general partner interest and 5.75 million limited partner units of Atlas Pipeline Partners, L.P., 1.1 million common units of Atlas Pipeline Partners and an approximate 47% common unit interest and all of the Class A and management incentive interests in Atlas Energy Resources, LLC. For more information, please visit our website at www.atlasamerica.com, or contact Investor Relations at bbegley@atlasamerica.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 financial performance, inability of Atlas Pipeline to successfully integrate the operations at the acquired systems, regulatory changes, changes in local or national economic conditions, changes in commodity prices 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.

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