Targa Resources to acquire Atlas Energy

Targa Resources Partners (TRP) and Targa Resources Corp. (Targa Resources) entered into agreements to acquire Atlas Pipeline Partners (Atlas Pipeline) and Atlas Energy. Targa Resources will acquire Atlas Energy following the spin-off of its non-midstream assets. The acquisitions are contingent on one another, and the transactions will close concurrently.

TRP will acquire Atlas Pipeline for total consideration of USD 5.8B, including a debt of USD 1.8B as of September 30, 2014. Each Atlas Pipeline common unit-holder will be entitled to receive 0.5846 units of Targa Resources Partners and a one-time cash payment of USD 1.26 per Atlas Pipeline common unit for total consideration of USD 38.66 per Atlas Pipeline common unit. The Partnership will also redeem Atlas Pipeline’s Class E Preferred Units for an aggregate amount of USD 126.5M in cash.

Atlas Energy will be spinning-off its non-midstream assets prior to its acquisition by Targa Resources. After the spin-off, Atlas Energy’s assets will solely comprise its general partner and incentive distribution rights interests in Atlas Pipeline and 5.8 million Atlas Pipeline common units. Immediately following the spin-off and subject to the concurrent closing of the TRP’s acquisition of APL, Targa Resources will acquire Atlas Energy for total consideration of USD 1.869B, including 10.35 million Targa Resources shares valued at USD 1.259B and USD 610M in cash.

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