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Rating Action:

Moody's upgrades Atlas Pipeline Partners, L.P. to B2 with a positive outlook

30 Nov 2010

Approximately $880 million of Debt Securities Affected

New York, November 30, 2010 -- Moody's Investors Service upgraded the Corporate Family Rating and the Probability of Default Rating of Atlas Pipeline Partners, L.P. (Atlas) to B2 with a positive outlook following the completion of the sale of the Elk City gas gathering and processing system for $682 million and the announcement of the sale of its 49% interest in the Laurel Mountain Midstream joint venture for $403 million. The rating action also affected the senior unsecured note rating which was upgraded to B3 from Caa2 and the rating for the senior secured bank credit facility which was changed to Ba2 from B1. The partnership's Speculative Grade Liquidity rating improved to SGL3 from SGL4 reflecting the improved liquidity position for the partnership following the closing of the sale of the Elk City system.

RATINGS RATIONALE

"The closing of the sale of the Elk City system was a critical factor in repairing the credit profile of the partnership," said Stuart Miller, Moody's Vice President. "In addition, the sale of the Laurel Mountain Midstream investment eliminates the risk associated with the timing of the generation of free cash flow from the project after taking into account the out-sized funding commitment required for its build out. With a much improved balance sheet, Atlas is positioned to better manage the opportunistic expansion of its core Mid-Continent asset base, which is the primary driver to the ratings upgrade."

The B2 Corporate Family Rating reflects the partnership's improved capital structure and liquidity position, which are offset by its increased asset concentration in the Mid-Continent area, its business exposure to throughput volumes and commodity prices, and the risks which arise from a MLP corporate structure. The positive outlook reflects the potential for cash flow growth as the partnership reinvests the proceeds of its recent asset sales.

Looking forward, the partnership's cash flow will be dependent solely on the performance of its be three gathering and processing systems in Texas, Oklahoma, and Kansas. While each system has significant drilling activity in its service area, Atlas has little control over the gas volumes delivered to its gathering and processing system, and should drilling activity decline, the partnership's volume throughput will be negatively impacted. In addition, while Atlas has an active commodity price hedging program in place and is managing its producer contracts to minimize commodity price risk, it remains significantly exposed to volatility in natural gas and natural gas liquids pricing. The MLP structure requires a significant amount of the partnership's cash flow to be distributed to the equity holders, a poor use of cash from a debt holders perspective. For all of these reasons, over the long term there is a limited amount of ultimate upside in Atlas' ratings. However, in the short term small positive rating actions are possible, but any such action would be highly dependent on the return on investment Atlas achieves as it reinvests the proceeds of the asset divestitures.

The last rating action on Atlas was on August 24, 2010 at which time the company's Corporate Family Rating and Probability of Default Rating were put on review for an upgrade following the announcement of the sale of the Elk City gas gathering and processing system. Today's action completes that review.

The principal methodology used in this rating was Midstream Energy Companies & Partnerships Rating Methodology published in September 2007.

Atlas Pipeline Partners, L.P. is a publicly traded master limited partnership (MLP) engaged primarily in the gathering, processing, and transportation segments of the midstream natural gas industry. The partnership is headquartered in Philadelphia, PA.

REGULATORY DISCLOSURES

Information sources used to prepare the credit rating are the following: parties involved in the ratings, public information, and confidential and proprietary Moody's Investors Service information.

Moody's Investors Service considers the quality of information available on the issuer or obligation satisfactory for the purposes of maintaining a credit rating.

Moody's adopts all necessary measures so that the information it uses in assigning a credit rating is of sufficient quality and from sources Moody's considers to be reliable including, when appropriate, independent third-party sources. However, Moody's is not an auditor and cannot in every instance independently verify or validate information received in the rating process.

Please see ratings tab on the issuer/entity page on Moodys.com for the last rating action and the rating history.

The date on which some Credit Ratings were first released goes back to a time before Moody's Investors Service's Credit Ratings were fully digitized and accurate data may not be available. Consequently, Moody's Investors Service provides a date that it believes is the most reliable and accurate based on the information that is available to it. Please see the ratings disclosure page on our website www.moodys.com for further information.

Please see the Credit Policy page on Moodys.com for the methodologies used in determining ratings, further information on the meaning of each rating category and the definition of default and recovery.

New York
Stuart Miller
Vice President - Senior Analyst
Corporate Finance Group
Moody's Investors Service
JOURNALISTS: 212-553-0376
SUBSCRIBERS: 212-553-1653

New York
Steven Wood
MD - Corporate Finance
Corporate Finance Group
Moody's Investors Service
JOURNALISTS: 212-553-0376
SUBSCRIBERS: 212-553-1653

Moody's Investors Service
250 Greenwich Street
New York, NY 10007
U.S.A.

Moody's upgrades Atlas Pipeline Partners, L.P. to B2 with a positive outlook
No Related Data.
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