Atlas to be acquired by Targa for US$ 7.7 billion

Atlas Pipeline Partners, L.P. has announced that the Partnership has entered into a definitive agreement to be acquired by Targa Resources Partners L.P. in a transaction valuing Atlas Pipeline at US$ 7.7 billion, including debt and general partner interests. Atlas Pipeline shareholders will receive consideration valued at US$ 38.66 per unit in total, a 15% premium to Atlas Pipeline's closing unit price on 10 October, 2014. Atlas Pipeline limited partner unitholders will receive a fixed ratio of 0.5846 units of Targa Resources Partners L.P. and US$ 1.26 in cash for each outstanding Atlas Pipeline common unit to increase cash flow at NGLS, its' general partner has agreed to reduce substantial cash flow of their incentive distribution rights over the next four years.

"This transaction with Targa is enormously beneficial for all of the Atlas companies and our stakeholders", stated Edward E. Cohen, Chief Executive Officer of Atlas Energy and Chairman of Atlas Pipeline. "We are confident that our assets will create an even stronger combined entity with Targa."

Closing of the transaction is subject to customary closing conditions, including approval by the unitholders of Atlas Pipeline and Atlas Energy, as well as shareholders of Targa Resources Corp. The transaction is also a prerequisite for TRC's completion of the following transaction:

• Targa Resources Corp. has executed a definitive agreement to acquire Atlas Energy, L.P., after the completion of a spin-off of non-related APL assets, for approximately US$ 1.9 billion. Prior to TRC's acquisition, ATLS will distribute all of its assets not associated with APL. ATLS unitholders will receive consideration of 10.35 million TRGP shares issued to ATLS unitholders as well as US$ 610 million of cash, and a pro rata share in 100% of ATLS' distributed non-midstream assets.

Eugene Dubay, Chief Executive Officer of Atlas Pipeline Partners, added, "APL unit holders will greatly benefit from the proposed transactions between Atlas and Targa. When you look at the combined entity of the Atlas-Targa midstream franchises, you see not only a complementary footprint across the mid-continent with a tremendous position in the Permian Basin, but strategic access and exposure to many of the top plays in the country with high levels of activity from the Bakken to the Gulf. Additionally, you have the ability to send products to Targa's world-class logistics and marketing facilities for further cash flow generation. With improved size and scale, the pro-forma business will be able to fund a combined multi-year, multi-billion dollar backlog of high returning organic projects utilising a significantly lower cost of capital. We are excited to move forward with Targa to create a leader in this industry."

Citigroup Global Markets, Inc. is acting as financial advisor and Stifel, Nicolaus & Company, Inc. is acting as financial advisor to the Special Conflicts Committee. Wachtell, Lipton, Rosen & Katz is acting as legal counsel to Atlas Pipeline. Covington and Burling LLP is acting as legal advisor to the Special Conflicts Committee.

Adapted from press release by Hannah Priestley-Eaton

Read the article online at: https://www.worldpipelines.com/business-news/13102014/atlas-to-be-acuired-by-targa-for-us-77-billion/