Atlas Resource Partners, L.P. Announces Closing of Public Offering and Full Exercise of Over-Allotment Option to Purchase Additional Common Units

PHILADELPHIA--(BUSINESS WIRE)--Atlas Resource Partners, L.P. (NYSE: ARP) announced today the closing of its previously announced public offering and the full exercise of the underwriters’ over-allotment option to purchase additional common units. Including the units purchased in the over-allotment option, ARP issued a total of 14,950,000 common units at an offering price of $21.75 per unit. The net proceeds of the offering, including the exercise of the over-allotment option, after underwriting discounts and estimated expenses, are approximately $313.1 million.

ARP intends to use the net proceeds from this offering to fund a portion of its previously announced acquisition of natural gas assets from EP Energy. Prior to funding the pending acquisition, ARP may use some or all of the net proceeds for general partnership purposes, which may include repayment of outstanding borrowings under its revolving credit facility.

Wells Fargo Securities, BofA Merrill Lynch, Citigroup, Deutsche Bank Securities, J.P. Morgan, Morgan Stanley and RBC Capital Markets are acting as joint book-running managers for this offering.

The offering is being made only through the prospectus supplement and accompanying prospectus, which is part of a registration statement that became effective on April 13, 2012. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities nor will there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

Copies of the prospectus and accompanying prospectus supplement relating to these securities may be obtained by contacting:

Wells Fargo Securities
Attn: Equity Syndicate Department
375 Park Avenue
New York, NY 10152
Phone: [phone]
Email: [e-mail]

BofA Merrill Lynch
222 Broadway
New York, NY 10038
Attn: Prospectus Department
Email: [e-mail]

Citigroup
Attn: Prospectus Dept.
Brooklyn Army Terminal
140 58^th St., 8^th Floor
Brooklyn, NY 11220
Phone: [phone]
Email: [e-mail]

Deutsche Bank Securities
Attn: Prospectus Department
Harborside Financial Center
100 Plaza One
Jersey City, New Jersey 07311
Phone: [phone]

J.P. Morgan
c/o Broadridge Financial Solutions
1155 Long Island Avenue
Edgewood, NY 11717
Phone: [phone]

Morgan Stanley
Attn: Prospectus Dept.
180 Varick Street, 2nd Floor
New York, NY 10014
Email: [e-mail]
Phone: [phone]

RBC Capital Markets
Attn: Prospectus Department
3 World Financial Center
200 Vesey Street, 8th Floor
New York, New York 10281-8098
Phone: [phone]

Atlas Resource Partners, L.P. (NYSE: ARP) is an exploration & production master limited partnership which owns an interest in over 10,000 producing natural gas and oil wells, primarily in Appalachia and the Barnett Shale in Texas. ARP is also the largest sponsor of natural gas and oil investment partnerships in the U.S.

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 43% 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 8% limited partner interest.

Cautionary Note Regarding Forward-Looking Statements

This document contains 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. ARP cautions readers that any forward-looking information is not a guarantee of future performance. Such forward-looking statements include, but are not limited to, statements about future financial and operating results, resource potential, ARP’s plans, objectives, expectations and intentions and other statements that are not historical facts. Risks, assumptions and uncertainties that could cause actual results to materially differ from the forward-looking statements include, but are not limited to, those associated with general economic and business conditions; ARP’s ability to close the proposed acquisition, on the terms described or at all; ARP’s ability to obtain required consents in order to permit the transfer of the assets included in the proposed acquisition; ARP’s ability to obtain the required financing for the proposed acquisition, on desirable terms or at all; the ability to obtain required regulatory approvals for the proposed acquisition; ARP’s ability to realize the anticipated benefits of the proposed transaction; changes in commodity prices; changes in the costs and results of drilling operations; uncertainties about estimates of reserves and resource potential; inability to obtain capital needed for operations; ARP’s level of indebtedness; changes in government environmental policies and other environmental risks; the availability of drilling equipment and the timing of production; tax consequences of business transactions; and other risks, assumptions and uncertainties detailed from time to time in ARP’s reports filed with the U.S. Securities and Exchange Commission, including quarterly reports on Form 10-Q, reports on Form 8-K and annual reports on Form 10-K. Forward-looking statements speak only as of the date hereof, and ARP assumes no obligation to update such statements, except as may be required by applicable law.