8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): May 7, 2013

Atlas Energy, L.P.

(Exact name of registrant as specified in its chapter)

Delaware	1-32953	43-2094238
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Park Place Corporate Center One 1000 Commerce Drive, Suite 400 Pittsburgh, PA	15275
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: 412-489-0006

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Explanatory Note

On May 8, 2013 Atlas Energy, L.P. (“ATLS”) filed a Current Report on Form 8-K (the “Original 8-K”) to report the completion by Atlas Pipeline Mid-Continent Holdings, LLC, Atlas Pipeline Partners, L.P.’s (“APL”) wholly-owned subsidiary, of the previously announced acquisition (the “TEAK Acquisition”) of 100% of the outstanding member and other ownership interests of TEAK Midstream, LLC (“TEAK”) for $1.0 billion in cash, subject to working capital and other adjustments contemplated by the Purchase and Sale Agreement. This Current Report on Form 8-K/A amends Item 9.01 of the Original 8-K to present certain financial statements for TEAK and to present certain unaudited pro forma financial information in connection with the TEAK Acquisition.

Item 9.01. Financial Statements and Exhibits

(a) Financial Statements of Businesses Acquired.

• TEAK Midstream, LLC unaudited consolidated balance sheets as of March 31, 2013 and December 31, 2012, and consolidated statements of operations, members’ interest and cash flows for the three months ended March 31, 2013 and 2012 are filed as Exhibit 99.1 to this Current Report on Form 8-K/A and are incorporated herein by reference.

• TEAK Midstream, LLC audited consolidated balance sheet as of December 31, 2012, and consolidated statements of operations, members’ interest and cash flows for the year ended December 31, 2012, together with independent auditors’ report thereon, are filed as Exhibit 99.2 to this Current Report on Form 8-K/A and are incorporated herein by reference.

(b) Pro Forma Financial Information

The unaudited pro forma consolidated balance sheet of ATLS as of March 31, 2013, and the related pro forma consolidated statements of operations for the three months ended March 31, 2013 and the year ended December 31, 2012 are filed as Exhibit 99.3 to this Current Report on Form 8-K/A and are incorporated herein by reference.

(d) Exhibits

23.1	Consent of Hein & Associates LLP
99.1	TEAK Midstream, LLC unaudited consolidated balance sheets as of March 31, 2013 and December 31, 2012, and consolidated statements of operations, members’ interest and cash flows for the three months ended March 31, 2013 and 2012
99.2	TEAK Midstream, LLC audited consolidated balance sheet as of December 31, 2012, and consolidated statements of operations, members’ interest and cash flows for the year ended December 31, 2012, together with independent auditors’ report thereon
99.3	Unaudited pro forma consolidated financial statements

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated: July 23, 2013	ATLAS ENERGY, L.P.
		By:	Atlas Energy GP, LLC, its general partner
		By:	/s/ Sean P. McGrath
		Name:	Sean P. McGrath
		Its:	Chief Financial Officer

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EXHIBIT INDEX

Exhibit No.	Description
23.1	Consent of Hein & Associates LLP
99.1	TEAK Midstream, LLC unaudited consolidated balance sheets as of March 31, 2013 and December 31, 2012, and consolidated statements of operations, members’ interest and cash flows for the three months ended March 31, 2013 and 2012
99.2	TEAK Midstream, LLC audited consolidated balance sheet as of December 31, 2012, and consolidated statements of operations, members’ interest and cash flows for the year ended December 31, 2012, together with independent auditors’ report thereon
99.3	Unaudited pro forma consolidated financial statements

4

EX-23.1

Exhibit 23.1

Consent of Independent Auditors

We consent to the incorporation by reference in Registration Statement Nos. 333-138589, 333-173082 and 333-180568 of Atlas Energy, L.P. on Form S-8 of our report dated April 15, 2013 related to the consolidated financial statements of TEAK Midstream, LLC and subsidiaries as of and for the year ended December 31, 2012 appearing in the Current Report on Form 8-K/A.

/s/ HEIN & ASSOCIATES LLP

Dallas, Texas

July 23, 2013

EX-99.1

Exhibit 99.1

TEAK MIDSTREAM, L.L.C. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited)

	MARCH 31, 2013		DECEMBER 31, 2012
ASSETS
CURRENT ASSETS:
Cash	$	8,074,232	$	15,274,897
Accounts receivable, no allowance for doubtful accounts		12,570,087		8,967,863
Accounts receivable, related party		1,053,902		14,767,088
Prepaid expenses and other current assets		526,869		412,020
Total current assets		22,225,090		39,421,868
PROPERTY AND EQUIPMENT, net		207,088,005		198,467,097
INVESTMENTS, EQUITY METHOD		174,465,208		173,618,042
DEFERRED FINANCING COSTS, net of accumulated amortization of $658,831 and $463,932		1,729,316		1,496,360
Total assets	$	405,507,619	$	413,003,367
LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Accounts payable	$	17,173,286	$	48,588,506
Other current liabilities		972,198		530,342
Guarantee fee		4,461,993		—
Current portion of derivatives liability		280,480		296,029
Total current liabilities		22,887,957		49,414,877
DERIVATIVE LIABILITY		179,671		237,135
GUARANTEE FEE		—		3,445,589
LONG-TERM DEBT		146,200,000		120,001,703
Total liabilities		169,267,628		173,099,304
COMMITMENTS (Note 9)
EQUITY		236,239,991		239,904,063
Total liabilities and equity	$	405,507,619	$	413,003,367

TEAK MIDSTREAM, L.L.C. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(unaudited)

	FOR THE THREE MONTHS ENDED MARCH 31, 2013			FOR  THE THREE MONTHS ENDED MARCH 31, 2012
REVENUES:
Product sales	$	17,970,917		$	3,908,863
Gas gathering		6,617,615			304,122
Other		2,086			21,000
Total revenue		24,590,618			4,233,985
OPERATING COSTS AND EXPENSES:
Product purchases		17,857,116			3,035,887
Plant and pipeline operating		2,378,361			567,366
General and administrative		1,574,889			959,855
Depreciation		1,919,964			548,179
Total operating expenses		23,730,330			5,111,287
OPERATING INCOME (LOSS)		860,288			(877,302	)
OTHER INCOME (EXPENSES):
Interest expense		(2,176,124	)		(68,733	)
Equity in loss of joint ventures		(2,731,359	)		—
Interest income		1,266			5
Gain on sale		268,844			—
Total other expenses		(4,637,373	)		(68,728	)
Net loss		(3,777,085	)		(946,030	)
OTHER COMPREHENSIVE INCOME
Unrealized income on derivative liability	$	73,013			—
COMPREHENSIVE LOSS	$	(3,704,072	)	$	(946,030	)

See accompanying notes to condensed consolidated financial statements.

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TEAK MIDSTREAM, L.L.C. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(unaudited)

	MEMBERS’ EQUITY			ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)			TOTAL EQUITY
BALANCE, January 1, 2013	$	240,437,227		$	(533,164	)	$	239,904,063
Contributions		40,000			—			40,000
Unrealized gain on derivative liability		—			73,013			73,013
Net loss		(3,777,085	)		—			(3,777,085	)
BALANCE, March 31, 2013	$	236,700,142		$	(460,151	)	$	236,239,991

See accompanying notes to condensed consolidated financial statements.

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TEAK MIDSTREAM, L.L.C. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

	FOR THE THREE MONTHS ENDED MARCH 31,  2013			FOR THE THREE MONTHS ENDED MARCH 31,  2012
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(3,777,085	)	$	(946,030	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation		1,919,964			548,179
Amortization of deferred financing costs		194,899			—
Non-cash interest expense		1,016,404			—
Equity in loss of joint ventures		2,731,359			—
Gain on sale of asset		(268,844	)		—
Share-based compensation expense		40,000			—
Changes in operating assets and liabilities:
Accounts receivable		11,124,134			55,245
Prepaid expenses and other current assets		(114,852	)		19,996
Accounts payable and other current liabilities		(30,973,361	)		3,266,928
Net cash provided by (used in) operating activities		(18,107,382	)		2,944,318
CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in joint ventures		(4,591,697	)		(11,323,342	)
Additions to property and equipment		(11,064,242	)		(25,992,541	)
Sale of property and equipment		792,214			—
Net cash used in investing activities		(14,863,725	)		(37,315,883	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Capital contributions, net of financing fee		—			145,375,461
Proceeds from long-term debt, net of deferred financing costs		25,772,145			—
Repayment of long-term debt		(1,703	)		(2,556	)
Net cash provided by financing activities		25,770,442			145,372,905
NET CHANGE IN CASH AND CASH EQUIVALENTS		(7,200,665	)		111,001,340
CASH AND CASH EQUIVALENTS, beginning of period		15,274,897			3,019,408
CASH AND CASH EQUIVALENTS, end of period	$	8,074,232		$	114,020,748

See accompanying notes to condensed consolidated financial statements.

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TEAK MIDSTREAM, L.L.C. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

1. DESCRIPTION OF BUSINESS

TEAK Midstream, L.L.C. (“TEAK” or the “Company”), a Delaware limited liability company, was established on October 6, 2009 to acquire, own maintain, develop, and sell midstream assets. TEAK’s operations are established under wholly owned subsidiaries primarily engaged in the purchase, sale, gathering, and processing of natural gas in south Texas.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The consolidated financial statements have been prepared in accordance with accounting principles generally accepted (“GAAP”) in the United States of America and include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany transactions have been eliminated in consolidation.

Unaudited Interim Consolidated Financial Information

The accompanying interim condensed consolidated balance sheet as of March 31, 2013, and the related condensed consolidated statements of operations and comprehensive income (loss), changes in equity, and cash flows for the three months ended March 31, 2013 and 2012, and the related footnote disclosures are unaudited. These unaudited interim consolidated financial statements have been prepared in accordance with GAAP. In management’s opinion, the unaudited interim consolidated financial statements have been prepared on the same basis as the audited financial statements and include all adjustments, which include only normal recurring adjustments, necessary for the fair presentation of our statement of financial position as of March 31, 2013, and our consolidated results of operations and our cash flows for the three months ended March 31, 2013 and 2012. The results for the three months ended March 31, 2013 and 2012 are not necessarily indicative of the results expected for the full fiscal year.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.

The Company maintains its cash balances primarily in one financial institution deemed to be of high credit quality. At times the amount of cash and cash equivalents on deposit in the financial institution exceeds federally insured limits. Management monitors the soundness of the financial institution and believes the Company’s risk is negligible.

Accounts Receivable

Accounts receivable arise from the processing, transportation, and sale of natural gas and generally require payment within 30 days. No interest is charged on past-due balances. Payments made on all accounts receivable are applied to the earliest unpaid items. The Company evaluates accounts receivable for doubtful accounts on a regular basis. The evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available. As of March 31, 2013 and December 31, 2012, the Company determined no allowance for doubtful accounts was necessary.

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TEAK MIDSTREAM, L.L.C. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Property and Equipment

Property and equipment is recorded at cost less accumulated depreciation. Depreciation expense is provided using the straight-line method, which, in the opinion of management, is adequate to allocate the costs of these assets over the estimated useful lives as follows:

Processing plant	30 years
Pipelines and equipment	10-25 years
Office equipment and vehicles	3-5 years

Expenditures for maintenance and repairs are expensed as incurred. Costs of major replacements and improvements are capitalized. When property is retired or otherwise disposed of, the cost and accumulated depreciation are removed from appropriate accounts and any gain or loss is included in income.

The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may be impaired. Based upon this evaluation, no impairment was indicated at March 31, 2013.

Investments

The Company uses the equity method of accounting for investments in joint ventures where the ability to exercise significant influence over such entities exists. Investments in joint ventures, at equity, consist of capital contributions and advances, plus the Company’s share of accumulated earnings (losses) as of the latest fiscal year-ends of the joint ventures, less capital withdrawals and dividends.

Revenue

The Company earns revenues from (i) domestic sales of natural gas; and (ii) natural gas gathering, processing and transportation. Revenues associated with sales of natural gas are recognized when title passes to the customer. Revenues associated with transportation and processing fees are recognized when the service is provided. For gathering and processing services, the Company receives either fees or commodities from natural gas producers depending on the type of contract. Commodities received are in turn sold and recognized as revenue in accordance with the criteria outlined above. Under the percentage-of-index contract type, the Company earns revenue by purchasing wellhead natural gas at a percentage of the index price and selling processed natural gas at a price approximating the index price to third parties. The Company generally reports revenues gross in the consolidated statements of operations. The Company acts as the principal in these transactions, takes title to the product, and incurs the risks and rewards of ownership. Fee-based agreements are recorded net.

Derivative Activity

The Company entered into an interest rate swap to reduce its exposure to fluctuations in future interest rate increases. Derivative instruments are designated as cash flow hedges for accounting purposes. The

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TEAK MIDSTREAM, L.L.C. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Company records all derivatives as either assets or liabilities on the consolidated balance sheets measured at estimated fair value. The effective portion of the changes in the fair value of derivatives is recorded in accumulated other comprehensive income (loss) and subsequently recorded in interest expense in the consolidated statements of operations and comprehensive income (loss) at the time the hedged item affects earnings. Any ineffective portion of a hedged derivative instrument’s change in fair value is immediately recognized in interest expense. Changes in the fair value of the financial derivative instrument and cash flows resulting from the settlement of that instrument are included in interest expense in the statement of operations. See additional information in Note 6 – Derivative.

Income Taxes

The Company is not subject to federal income taxation because the effects of its activities accrue to the members. Accordingly, no provision for federal income taxes is included in the accompanying financial statements.

The Company remains liable for state income taxes. The Company accounts for state income taxes in accordance with the asset and liability method of accounting for income taxes. Deferred income taxes are recognized for the tax consequences of temporary differences, at enacted statutory rates, between the financial statement carrying amounts and the tax bases of existing assets and liabilities. Income tax expense or benefit represents the current tax payable or refundable for the period, plus or minus the tax effect of the net change in the deferred tax assets and liabilities. No material deferred tax assets or liabilities existed as of March 31, 2013 or December 31, 2012.

The Company is subject to certain provisions related to uncertain tax positions. The Company has reviewed its pass-through status and determined no uncertain tax positions exist. The Company’s income tax returns for the years ended 2012, 2011 and 2010 remain open for examination by the respective federal and state authorities. Penalties and interest are included in income tax expense in the event they are incurred. The Company has incurred neither penalties nor interest during either the three months ended March 31, 2013 or 2012.

Use of Estimates in the Preparation of Financial Statements

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

Fair Value Measurements

The Company calculates the fair value of its assets and liabilities which qualify as financial instruments and include this additional information in the notes to consolidated financial statements when the fair value is different than the carrying value of these financial instruments. The estimated fair values of accounts receivable, and accounts payable approximate their carrying amounts due to the relatively short maturity of these instruments. None of these instruments are held for trading purposes.

Fair Value

Accounting standards define fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company uses market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation

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TEAK MIDSTREAM, L.L.C. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

technique. These inputs can be readily observable, market corroborated, or generally unobservable. The Company primarily applies the market approach for recurring fair value measurements and attempt to use the best available information. Accounting standards establish a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and lowest priority to unobservable inputs (Level 3 measurement).

The three levels of fair value hierarchy are as follows:

• Level 1: Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. At March 31, 2013 and December 31, 2012, the Company had no Level 1 measurements.

• Level 2: Pricing inputs are other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 2 includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Where observable inputs are available, directly or indirectly, for substantially the full term of the asset or liability, the instrument is categorized in Level 2. At March 31, 2013 and December 31, 2012, the Company’s interest rate swap was measured using Level 2 measurements.

• Level 3: Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value. At March 31, 2013 and December 31, 2012, the Company had no Level 3 measurements.

The following table sets forth by level, within the fair value hierarchy, our financial assets and liabilities that were accounted for at fair value as of March 31, 2013 and December 31, 2012:

	Level 1		Level 2		Level 3		Fair Value at March 31, 2013
Recurring fair value measurements
Interest rate swap (unaudited)	$	—	$	460,151	$	—	$	460,151

	Level 1		Level 2		Level 3		Fair Value at December 31, 2012
Recurring fair value measurements
Interest rate swap	$	—	$	533,164	$	—	$	533,164

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TEAK MIDSTREAM, L.L.C. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

3. INVESTMENT

During 2012, the Company and TexStar Midstream Services, LP (“TexStar”) formed T2 Eagle Ford Gathering Company, LLC, T2 La Salle Gathering Company LLC, and T2 EF Cogeneration LLC (collectively, the “Joint Ventures”) to construct and operate a pipeline and cogeneration facility located in south Texas. The Company maintains a 50% interest in T2 Eagle Ford Gathering Company, LLC and T2 EF Cogeneration LLC and a 75% interest in T2 La Salle Gathering Company LLC.

For the three months ending March 31, 2013 and 2012, the Joint Ventures recognized no revenue and all activities related to construction of pipelines and cogeneration facility. For the three months ended March 31, 2013, TexStar owed the Company for construction costs incurred on behalf of the Joint Ventures and product sales totaling $1,178,126 and $1,053,902, respectively. As of December 31, 2012, TexStar owed the Company for construction costs incurred on behalf of the Joint Ventures and product sales totaling $12,252,009 and $2,515,079, respectively. For the three months ended March 31, 2013 and for the period February 17, 2012 to March 31, 2012, the Joint Ventures incurred a net loss of $4,075,300 and $0, respectively, which is primarily comprised of depreciation expense.

4. PROPERTY AND EQUIPMENT

Property and equipment consisted of the following as of March 31, 2013 and December 31, 2012:

	March 31, 2013			December 31, 2012
Pipelines and equipment	$	175,160,735		$	175,865,422
Construction in process		39,215,662			28,200,654
Office equipment		808,777			760,242
Total cost		215,185,174			204,826,318
Less: Accumulated depreciation		(8,097,169	)		(6,359,221	)
Total property and equipment	$	207,088,005		$	198,467,097

On January 15, 2013, the Company sold approximately 14.8 miles of 2-inch to 6-inch pipeline and related facilities, commonly referred to as the Turkey Creek System in Fort Bend County, Texas, and approximately 24.6 miles of 3-inch to 6-inch pipeline and related facilities, commonly referred to as the Colorado County System in Colorado County, for a total proceeds of $792,214 resulting in a net gain of $268,844.

5. DEBT

On April 5, 2012, the Company entered into a $107,000,000 term loan agreement (“term loan”) with a bank. On June 26, 2012 and February 11, 2013, the term loan was amended to increase the available commitment to $120,000,000 and $160,000,000, respectively. The term loan matures on April 5, 2015 and bears interest based on a base rate or LIBOR rate plus applicable margin. The effective interest rate as of March 31, 2013 and December 31, 2012 was 2.46%. The term loan is collateralized by the real and personal property of the Company.

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TEAK MIDSTREAM, L.L.C. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

The term loan contains customary financial covenants such as minimum fixed charge coverage ratio, maximum leverage ratio, minimum liquidity coverage and minimum current ratio. The financial covenants do not become effective until September 30, 2013.

6. DERIVATIVE

On May 14, 2012, the Company entered into a three-year LIBOR interest rate basis swap contract to reduce the Company’s exposure to volatility in expected cash outflows attributable to the changes in LIBOR interest rates. Under the terms of the transaction, the Company will pay, in one-month intervals, a fixed rate of 2.92% and the counterparty will pay the prevailing one-month LIBOR rate. The initial notional value of $70,000,000 begins to amortize on a monthly basis on April 1, 2013 until expiration on April 1, 2015. As of March 31, 2013 and December 31, 2012, the Company recorded the fair value of the interest rate swap totaling $460,151 and $533,164, respectively, as a derivative liability in the consolidated balance sheets.

The Company evaluates the effectiveness of the cash flow hedging relationship on an ongoing basis. No ineffectiveness was recorded during 2013. Reclassifications from accumulated other comprehensive income (loss) to interest expense relate to realized interest expense on the interest rate swap. During the three months ended March 31, 2013, the Company recognized realized losses of $78,976. The Company expects to reclassify approximately $280,480 to interest expense from accumulated other comprehensive income (loss) during the 12 months subsequent to March 31, 2013.

7. EQUITY

During 2012, the Company allowed an employee the right to purchase $100,000 interest in the Company in exchange for a promissory note. On January 28, 2013, the Company forgave $40,000 of the promissory note as share-based compensation expense.

8. RELATED PARTIES

NGP IX US Holdings, LP (“NGP”), a member, provided an equity backstop for the Company’s $120,000,000 term loan in return for a guarantee fee which is due upon the sale of the Company. The guarantee fee accrues at the rate of 4% per year. For the three months ended March 31, 2013, the Company recorded guarantee fees in interest expense totaling $1,016,404. As of March 31, 2013, the guarantee fee of $4,461,993 is classified as current liability due to the sale of the Company. See Note 10 – Subsequent Events.

The Company entered into a management agreement with NGP in which the Company was required to compensate NGP $26,250 per quarter in management fees in exchange for advisory services with respect to ongoing business management of the affairs of the Company. The Company paid management fees to NGP of $26,250 for each of the three months ended March 31, 2013 and 2012.

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TEAK MIDSTREAM, L.L.C. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

9. COMMITMENTS

Cryogenic Plant Contract

During 2012, the Company entered into an agreement contracting for the fabrication of a second cryogenic plant. The agreement calls for periodic payments based upon achievements of certain milestones by the contractor of the cryogenic plant. The total amount expected to be paid for the cryogenic plant is $17,500,000. As of March 31, 2013 and December 31, 2012 the Company has paid $14,875,000 of the balance.

Operating Leases

The Company leases office space in Dallas and The Woodlands, Texas under non-cancelable operating lease arrangements. Future minimum payments under non-cancelable operating leases, as of December 31, 2012, were as follows:

2013	$	713,913
2014		136,253
2015		140,272
2016		111,249
	$	1,101,687

Rent expense under non-cancelable operating lease arrangements amounted to $36,899 and $34,902 during the three months ended March 31, 2013 and 2012, respectively.

10. SUBSEQUENT EVENTS

On April 16, 2013, Atlas Pipeline Partners, L.P. entered into a definitive agreement with the Company to purchase 100% of the outstanding ownership interests in the Company for $1.0 billion in cash, subject to customary purchase price adjustments. The transaction closed on May 7, 2013.

Management evaluated subsequent events through July 18, 2013, the date on which these financial statements were available for issuance.

* * * * * * *

11

EX-99.2

Exhibit 99.2

    Hein & Associates LLP 14755 Preston Rd. Suite 320 Dallas, Texas 75254     www.heincpa.com p 972.458.2296 f 972.788.4943

INDEPENDENT AUDITOR’S REPORT

To the Members

TEAK Midstream, L.L.C.

Dallas, Texas

Report on the Financial Statements

We have audited the accompanying consolidated financial statements of TEAK Midstream, L.L.C. and its subsidiaries, (collectively, the “Company”) which comprise the consolidated balance sheet as of December 31, 2012, and the related consolidated statements of operations and comprehensive loss, changes in equity, and cash flows for the year then ended and the related notes to the consolidated financial statements.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a reasonable basis for our audit opinion.

Opinion

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of TEAK Midstream, L.L.C. and its subsidiaries as of December 31, 2012, and the results of their operations and their cash flows for the year then ended in accordance with accounting principles generally accepted in the United States of America.

/s/ Hein & Associates LLP

Dallas, Texas

April 15, 2013

TEAK MIDSTREAM, L.L.C. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET

AS OF DECEMBER 31, 2012

ASSETS
CURRENT ASSETS:
Cash	$	15,274,897
Accounts receivable, no allowance for doubtful accounts		8,967,863
Accounts receivable, related party		14,767,088
Prepaid expenses and other current assets		412,020
Total current assets		39,421,868
PROPERTY AND EQUIPMENT, net		198,467,097
INVESTMENTS, EQUITY METHOD		173,618,042
DEFERRED FINANCING COSTS, net of accumulated amortization of $463,932		1,496,360
Total assets	$	413,003,367
LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Accounts payable	$	48,588,506
Other current liabilities		530,342
Current portion of derivative		296,029
Total current liabilities		49,414,877
DERIVATIVE LIABILITY – long-term		237,135
GUARANTEE FEE		3,445,589
LONG-TERM DEBT		120,001,703
Total liabilities		173,099,304
COMMITMENTS (Note 8)
EQUITY		239,904,063
Total liabilities and equity	$	413,003,367

See accompanying notes to these consolidated financial statements.

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TEAK MIDSTREAM, L.L.C. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS

FOR THE YEAR ENDED DECEMBER 31, 2012

REVENUES:
Product sales	$	23,644,785
Gas gathering		3,707,842
Other		49,104
Total revenue		27,401,731
OPERATING COSTS AND EXPENSES:
Product purchases		18,856,146
Plant and pipeline operating		3,872,441
General and administrative		4,166,738
Depreciation		3,164,059
Total operating expenses		30,059,384
OPERATING LOSS		(2,657,653	)
OTHER INCOME (EXPENSES):
Interest expense		(4,848,992	)
Equity in loss of joint ventures		(1,417,698	)
Interest income		18,133
Total other expenses		(6,248,557	)
Net loss		(8,906,210	)
OTHER COMPREHENSIVE LOSS –
Unrealized loss on derivative liability		(533,164	)
COMPREHENSIVE LOSS	$	(9,439,374	)

See accompanying notes to these consolidated financial statements.

3

TEAK MIDSTREAM, L.L.C. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

YEAR ENDED DECEMBER 31, 2012

	MEMBERS’ EQUITY			ACCUMULATED OTHER COMPREHENSIVE LOSS			TOTAL EQUITY
BALANCE, January 1, 2012	$	41,454,778		$	—		$	41,454,778
Contributions		207,888,659			—			207,888,659
Unrealized loss on derivative liability		—			(533,164	)		(533,164	)
Net loss		(8,906,210	)		—			(8,906,210	)
BALANCE, December 31, 2012	$	240,437,227		$	(533,164	)	$	239,904,063

See accompanying notes to these consolidated financial statements.

4

TEAK MIDSTREAM, L.L.C. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED DECEMBER 31, 2012

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(8,906,210	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation		3,164,059
Amortization of deferred financing costs		463,932
Non-cash interest expense		3,445,589
Equity in loss of joint ventures		1,417,699
Changes in operating assets and liabilities:
Accounts receivable		(9,863,768	)
Prepaid expenses and other current assets		(307,301	)
Accounts payable and other current liabilities		40,716,580
Net cash provided by operating activities		30,130,580
CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in joint ventures		(187,287,750	)
Additions to property and equipment		(151,425,398	)
Sale of land		1,969,911
Net cash used in investing activities		(336,743,237	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Capital contributions, net of financing fee		207,888,659
Proceeds from long-term debt, net of deferred financing costs		118,039,708
Repayment of long-term debt		(7,060,221	)
Net cash provided by financing activities		318,868,146
NET CHANGE IN CASH AND CASH EQUIVALENTS		12,255,489
CASH AND CASH EQUIVALENTS, beginning of period		3,019,408
CASH AND CASH EQUIVALENTS, end of period	$	15,274,897

See accompanying notes to these consolidated financial statements.

5

TEAK MIDSTREAM, L.L.C. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. DESCRIPTION OF BUSINESS

TEAK Midstream, L.L.C. (“TEAK” or the “Company”), a Delaware limited liability company, was established on October 6, 2009 to acquire, own maintain, develop, and sell midstream assets. TEAK’s operations are established under wholly owned subsidiaries primarily engaged in the purchase, sale, gathering, and processing of natural gas in south Texas.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany transactions have been eliminated in consolidation.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.

The Company maintains its cash balances primarily in one financial institution deemed to be of high credit quality. At times the amount of cash and cash equivalents on deposit in the financial institution exceeds federally insured limits. Management monitors the soundness of the financial institution and believes the Company’s risk is negligible.

Accounts Receivable

Accounts receivable arise from the processing, transportation, and sale of natural gas and generally require payment within 30 days. No interest is charged on past-due balances. Payments made on all accounts receivable are applied to the earliest unpaid items. The Company evaluates accounts receivable for doubtful accounts on a regular basis. The evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available. As of December 31, 2012, the Company determined no allowance for doubtful accounts was necessary.

Property and Equipment

Property and equipment is recorded at cost less accumulated depreciation. Depreciation expense is provided using the straight-line method, which, in the opinion of management, is adequate to allocate the costs of these assets over the estimated useful lives as follows:

Processing plant	30 years
Pipelines and equipment	10-25 years
Office equipment and vehicles	3-5 years

Expenditures for maintenance and repairs are expensed as incurred. Costs of major replacements and improvements are capitalized. When property is retired or otherwise disposed of, the cost and accumulated depreciation are removed from appropriate accounts and any gain or loss is included in income.

6

TEAK MIDSTREAM, L.L.C. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may be impaired. Based upon this evaluation, no impairment was indicated at December 31, 2012.

Capitalized Interest

The Company capitalizes interest costs to property and equipment on expenditures made in connection with plant and pipeline construction. Such costs are capitalized only for the period that activities are in progress to bring these projects to their intended use. Interest costs capitalized for the year ended December 31, 2012 was $1,083,057.

Investments

The Company uses the equity method of accounting for investments in joint ventures where the ability to exercise significant influence over such entities exists. Investments in joint ventures, at equity, consist of capital contributions and advances, plus the Company’s share of accumulated earnings (losses) as of the latest fiscal year-ends of the joint ventures, less capital withdrawals and dividends.

Revenue

The Company earns revenues from (i) domestic sales of natural gas; and (ii) natural gas gathering, processing and transportation. Revenues associated with sales of natural gas are recognized when title passes to the customer. Revenues associated with transportation and processing fees are recognized when the service is provided. For gathering and processing services, the Company receives either fees or commodities from natural gas producers depending on the type of contract. Commodities received are in turn sold and recognized as revenue in accordance with the criteria outlined above. Under the percentage-of-index contract type, the Company earns revenue by purchasing wellhead natural gas at a percentage of the index price and selling processed natural gas at a price approximating the index price to third parties. The Company generally reports revenues gross in the consolidated statements of operations. The Company acts as the principal in these transactions, takes title to the product, and incurs the risks and rewards of ownership. Fee-based agreements are recorded net.

Derivative Activity

The Company entered into an interest rate swap to reduce its exposure to fluctuations in future interest rate increases. Derivative instruments are designated as cash flow hedges for accounting purposes. The Company records all derivatives as either assets or liabilities on the consolidated balance sheets measured at estimated fair value. The effective portion of the changes in the fair value of derivatives is recorded in accumulated other comprehensive income (loss) and subsequently recorded in interest expense in the consolidated statements of operations and comprehensive loss at the time the hedged item affects earnings. Any ineffective portion of a hedged derivative instrument’s change in fair value is immediately recognized in interest expense. Changes in the fair value of the financial derivative instrument and cash flows resulting from the settlement of that instrument are included in interest expense in the statement of operations. See additional information in Note 6 – Derivative.

Income Taxes

The Company is not subject to federal income taxation because the effects of its activities accrue to the members. Accordingly, no provision for federal income taxes is included in the accompanying financial statements.

7

TEAK MIDSTREAM, L.L.C. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company remains liable for state income taxes. The Company accounts for state income taxes in accordance with the asset and liability method of accounting for income taxes. Deferred income taxes are recognized for the tax consequences of temporary differences, at enacted statutory rates, between the financial statement carrying amounts and the tax bases of existing assets and liabilities. Income tax expense or benefit represents the current tax payable or refundable for the period, plus or minus the tax effect of the net change in the deferred tax assets and liabilities. No material deferred tax assets or liabilities existed as of December 31, 2012.

The Company is subject to certain provisions related to uncertain tax positions. The Company has reviewed its pass-through status and determined no uncertain tax positions exist. The Company’s income tax returns for the years ended 2011, 2010 and 2009 remain open for examination by the respective federal and state authorities. Penalties and interest are included in income tax expense in the event they are incurred. The Company has incurred neither penalties nor interest during either the year ended December 31, 2012.

Use of Estimates in the Preparation of Financial Statements

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

Fair Value Measurements

The Company calculates the fair value of its assets and liabilities which qualify as financial instruments and include this additional information in the notes to consolidated financial statements when the fair value is different than the carrying value of these financial instruments. The estimated fair values of accounts receivable, and accounts payable approximate their carrying amounts due to the relatively short maturity of these instruments. None of these instruments are held for trading purposes.

Fair Value

Accounting standards define fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company uses market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. The Company primarily applies the market approach for recurring fair value measurements and attempt to use the best available information. Accounting standards establish a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and lowest priority to unobservable inputs (Level 3 measurement).

8

TEAK MIDSTREAM, L.L.C. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The three levels of fair value hierarchy are as follows:

• Level 1: Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. At December 31, 2012, the Company had no Level 1 measurements.

• Level 2: Pricing inputs are other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 2 includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Where observable inputs are available, directly or indirectly, for substantially the full term of the asset or liability, the instrument is categorized in Level 2. At December 31, 2012, the Company’s interest rate swap was measured using Level 2 measurements.

• Level 3: Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value. At December 31, 2012, the Company had no Level 3 measurements.

The following table sets forth by level, within the fair value hierarchy, our financial assets and liabilities that were accounted for at fair value as of December 31, 2012:

	Level 1		Level 2		Level 3		Fair Value at December 31, 2012
Recurring fair value measurements
Interest rate swap	$	—	$	533,164	$	—	$	533,164

Subsequent Events

Management evaluated subsequent events through April 15, 2013, the date on which these financial statements were available for issuance.

3. INVESTMENT

During 2012, the Company and TexStar Midstream Services, LP (“TexStar”) formed T2 Eagle Ford Gathering Company, LLC, T2 La Salle Gathering Company LLC, and T2 EF Cogeneration LLC (collectively, the “Joint Ventures”) to construct and operate a pipeline and cogeneration facility located in south Texas. The Company maintains a 50% interest in T2 Eagle Ford Gathering Company, LLC and T2 EF Cogeneration LLC and a 75% interest in T2 La Salle Gathering Company LLC.

During 2012, the Joint Ventures recognized no revenue and all activities related to construction of pipelines and cogeneration facility. As of December 31, 2012, TexStar owed the Company for construction costs incurred on behalf of the Joint Ventures and product sales totaling $12,252,009 and $2,515,079, respectively. For the period February 17, 2012 to December 31, 2012, the Joint Ventures incurred a net loss of ($2,835,396) primarily comprised of depreciation expense.

9

TEAK MIDSTREAM, L.L.C. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

4. PROPERTY AND EQUIPMENT

Property and equipment consisted of the following at December 31, 2012:

Pipelines and equipment	$	175,865,422
Construction in process		28,200,654
Office equipment		760,242
Total cost		204,826,318
Less: Accumulated depreciation		(6,359,221	)
Total property and equipment	$	198,467,097

5. DEBT

On April 5, 2012, the Company entered into a $107,000,000 term loan agreement (“term loan”) with a bank. On June 26, 2012 and February 11, 2013, the term loan was amended to increase the available commitment to $120,000,000 and $160,000,000, respectively. The term loan matures on April 5, 2015 and bears interest based on a base rate or LIBOR rate plus applicable margin. The effective interest rate as of December 31, 2012 was 2.46%. The term loan is collateralized by the real and personal property of the Company.

The term loan contains customary financial covenants such as minimum fixed charge coverage ratio, maximum leverage ratio, minimum liquidity coverage and minimum current ratio. The financial covenants do not become effective until September 30, 2013.

In conjunction with the Texana acquisition in 2010, the Company assumed a $25,000,000 revolving credit facility (“credit facility”). The credit facility was held by the Company’s wholly owned subsidiary, Texana Midstream Holding Company LP. During 2012, the credit facility was repaid with proceeds from the term loan.

6. DERIVATIVE

On May 14, 2012, the Company entered into a three-year LIBOR interest rate basis swap contract to reduce the Company’s exposure to volatility in expected cash outflows attributable to the changes in LIBOR interest rates. Under the terms of the transaction, the Company will pay, in one-month intervals, a fixed rate of 2.92% and the counterparty will pay the prevailing one-month LIBOR rate. The initial notional value of $70,000,000 begins to amortize on a monthly basis on April 1, 2013 until expiration on April 1, 2015. As of December 31, 2012, the Company recorded the fair value of the interest rate swap totaling $533,164 as a derivative liability in the consolidated balance sheet.

The Company evaluates the effectiveness of the cash flow hedging relationship on an ongoing basis. No ineffectiveness was recorded during 2012. Reclassifications from accumulated other comprehensive income (loss) to interest expense relate to realized interest expense on the interest rate swap. During 2012, the Company recognized realized losses of $172,945. The Company expects to reclassify approximately $296,000 of net loss in 2013 to interest expense from accumulated other comprehensive income (loss).

10

TEAK MIDSTREAM, L.L.C. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

7. RELATED PARTIES

NGP IX US Holdings, LP (“NGP”), a member, provided an equity backstop for the Company’s $120,000,000 term loan in return for a guarantee fee. The guarantee fee accrues at the rate of 4% per year. During 2012, the Company recorded guarantee fees in interest expense totaling $3,445,589. As the guarantee fee is not payable until the sale of the Company, the full obligation of $3,445,589 is classified as long-term at December 31, 2012.

The Company entered into a management agreement with NGP in which the Company was required to compensate NGP $26,250 per quarter in management fees in exchange for advisory services with respect to ongoing business management of the affairs of the Company. The Company paid NGP a total of $131,250 in management fees during 2012. As of December 31, 2012, the Company owed NGP $26,250 for accrued management fees.

8. COMMITMENTS

During 2012, the Company entered into an agreement contracting for the fabrication of a second cryogenic plant. The agreement calls for periodic payments based upon achievements of certain milestones by the contractor of the cryogenic plant. The total amount expected to be paid for the cryogenic plant is $17,500,000. As of December 31, 2012, the Company has paid $14,875,000 of the balance.

Operating Leases

The Company leases office space in Dallas and The Woodlands, Texas under non-cancelable operating lease arrangements. Future minimum payments under non-cancelable operating leases, as of December 31, 2012, were as follows:

2013	$	713,913
2014		136,253
2015		140,272
2016		111,249
	$	1,101,687

Rent expense under non-cancelable operating lease arrangements amounted to $131,046 during the year ended December 31, 2012.

9. CONCENTRATION OF CREDIT RISK

Approximately 86% of the Company’s revenue for the year ended December 31, 2012 was derived from product sales. The majority of product sales were derived from three customers with whom the Company has a recurring business relationship. At December 31, 2012, approximately 79% of the accounts receivable balance was comprised of amounts due from these customers. If any of the purchasers were lost, there are alternative purchasers with whom relationships can be established.

* * * * * * *

11

EX-99.3

Exhibit 99.3

UNAUDITED PRO FORMA FINANCIAL INFORMATION

The following unaudited pro forma consolidated financial data reflects Atlas Energy, L.P.’s (the “Partnership”) historical results as adjusted on a pro forma basis to give effect to (A) Atlas Resource Partners, L.P.’s (NYSE: ARP; “ARP”) acquisitions of (i) certain assets from Carrizo Oil & Gas, Inc. (NASDAQ: CRZO; “Carrizo”) on April 30, 2012 and the related issuance of 6.0 million common limited partner units in a private placement to partially fund the purchase price, (ii) certain proved reserves and associated assets from Titan Operating, L.L.C. (“Titan”) on July 25, 2012 for 3.8 million common limited partner units and 3.8 million convertible Class B preferred units of ARP, as well as $15.4 million in cash for closing adjustments, and (iii) DTE Gas Resources, LLC (“DTE”) for gross cash consideration of $257.4 million funded with borrowings under ARP’s revolving and term loan credit facilities; (B) (i) Atlas Pipeline Partners, L.P.’s (NYSE: APL; “APL”) December 20, 2012 acquisition from Cardinal Midstream, LLC (“Cardinal”) of 100% of the equity interests in three wholly-owned subsidiaries (the “Cardinal acquisition”), which includes a 60% interest in a joint venture, known as Centrahoma Processing, LLC (“Centrahoma”), of which the remaining 40% interest in Centrahoma is owned by MarkWest Oklahoma Gas Company, LLC (“MarkWest”), a wholly-owned subsidiary of MarkWest Energy Partners, L.P. (NYSE: MWE; “MWE”); (ii) the related issuance of 10.5 million of APL’s common limited partner units in a public offering to partially fund the purchase; (iii) the related issuance of $175.0 million of APL’s 6.625% senior unsecured notes due on October 1, 2020 (“6.625% Senior Notes”) to partially fund the purchase; and (iv) borrowings from APL’s senior secured revolving credit facility to fund the remaining purchase costs; and (C) (i) APL’s May 7, 2013 acquisition from TEAK Midstream, LLC (“TEAK”) of 100% of the outstanding member and other ownership interests of TEAK for $1.0 billion; (ii) the related issuance of 11.8 million of APL’s common limited partner units in a public offering to partially fund the purchase price; (iii) APL’s issuance of $400.0 million of its Class D convertible preferred units to partially fund the purchase price; and (iv) the related issuance of $400.0 million of APL’s 4.75% senior unsecured notes due on November 15, 2021 (“4.75% Senior Notes”) to partially fund the purchase price. The estimated adjustments to give effect to the acquisitions are described in the notes to the unaudited pro forma financial data.

The unaudited pro forma consolidated statements of operations information for the three months ended March 31, 2013 and the year ended December 31, 2012 assume the following transactions had occurred as of January 1, 2012. In addition, the pro forma consolidated balance sheet data as of March 31, 2013 reflects the following transactions as if they occurred on March 31, 2013:

• the acquisition from Carrizo for gross cash consideration of $190.0 million, net of $3.0 million of purchase price reductions for working capital and other amounts, which was funded through (i) the private placement of approximately 6.0 million ARP common units at a negotiated purchase price of $20.00 per unit and (ii) borrowings of $67.5 million under ARP’s revolving credit facility;

• the acquisition of Titan for 3.8 million ARP common units and 3.8 million ARP convertible Class B preferred units, as well as $15.4 million in cash for closing adjustments, which was funded through borrowings under ARP’s revolving credit facility;

• the sale of 7.9 million of ARP’s common units for net proceeds of $174.5 million, the net proceeds of which were used to repay borrowings under ARP’s revolving credit facility prior to funding the cash consideration for the DTE acquisition;

1

• the DTE acquisition for gross cash consideration of $257.4 million, including $2.4 million of adjustments for working capital, which was funded through borrowings of $179.8 million from ARP’s revolving credit facility and $77.6 from ARP’s term loan credit facility.

• the issuance of ARP’s 7.75% senior unsecured notes due on January 15, 2021 (“7.75% Senior Notes”) for net proceeds of $268.3 million, which were used to repay all of the indebtedness and accrued interest outstanding under ARP’s term loan credit facility and a portion of that outstanding under ARP’s revolving credit facility.

• the Cardinal acquisition for $598.3 million in cash, which was partially funded through (i) the issuance of 10.5 million of APL’s common limited partner units in a public offering; (ii) the issuance of $175.0 million of 6.625% Senior Notes; and (iii) borrowings under APL’s revolving credit facility.

• the TEAK acquisition for $1.0 billion, which was partially funded through (i) the issuance of 11.8 million of APL’s common limited partner units in a public offering; (ii) the issuance of $400.0 million of APL’s Class D convertible preferred units to partially fund the purchase price; and (iii) the issuance of $400.0 million of APL’s 4.75% Senior Notes.

The unaudited pro forma consolidated balance sheet and the unaudited pro forma consolidated statements of operations were derived by adjusting the Partnership’s historical consolidated financial statements. However, management of the Partnership believes that the adjustments provide a reasonable basis for presenting the significant effects of the transactions described above. The unaudited pro forma financial data presented is for informational purposes only and is based upon available information and assumptions that management of the Partnership believes are reasonable under the circumstances. The allocation of the fair value of the assets acquired and liabilities assumed is based upon their estimated fair values, which are subject to adjustment and could change significantly as the Partnership continues to evaluate this preliminary allocation. This unaudited pro forma financial information is not necessarily indicative of what the financial position or results of operations of the Partnership would have been had the transactions been consummated on the dates assumed, nor are they necessarily indicative of any future operating results or financial position. The Partnership may have performed differently had the transactions actually occurred on the dates assumed.

Consolidated supplemental oil and gas disclosures as of December 31, 2012, which were presented inclusive of the Carrizo, Titan and DTE acquisitions, were included with the Partnership’s annual filing on Form 10-K for the year ended December 31, 2012 specifically in Item 8: Financial Statements and Supplementary Data — Footnote 21 “Supplemental Oil and Gas Disclosures (Unaudited)”.

In February 2012, the board of directors of the Partnership’s General Partner (“the Board”) approved the formation of ARP as a newly created exploration and production master limited partnership and the related transfer of substantially all of the Partnership’s exploration and production assets to ARP on March 5, 2012. The Board also approved the distribution of approximately 5.2 million ARP common units to the Partnership’s unitholders, which were distributed on March 13, 2012 using a ratio of 0.1021 ARP limited partner units for each of the Partnership’s common units owned on the record date of February 28, 2012. The distribution of ARP limited partner units represented approximately 20% of the common limited partner units outstanding at March 13, 2012.

2

ATLAS ENERGY, L.P. AND SUBSIDIARIES

PRO FORMA CONSOLIDATED BALANCE SHEET

MARCH 31, 2013

(in thousands)

(Unaudited)

				Historical
	Historical			TEAK			Adjustments			Pro Forma
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	11,408		$	8,074		$	1,178,038	(a)	$	23,496
								(174,024	) (b)
								(1,000,000	) (d)
Accounts receivable		203,919			12,570			—			216,489
Accounts receivable – related party		—			1,054			—			1,054
Current portion of derivative asset		19,160			—			—			19,160
Prepaid expenses and other		47,493			527			50,000	(d)		98,020
Total current assets		281,980			22,225			54,014			358,219
PROPERTY, PLANT AND EQUIPMENT, NET		3,657,898			207,088			83,030	(c)		3,948,016
INTANGIBLE ASSETS, NET		184,038			—			285,000	(c)		469,038
INVESTMENT IN JOINT VENTURE		86,242			174,465			(26,345	) (c)		234,362
GOODWILL, NET		351,069			—			272,335	(c)		623,404
LONG-TERM DERIVATIVE ASSET		6,583			—			—			6,583
OTHER ASSETS, NET		81,666			1,729			8,143	(a)		90,563
								754	(b)
								(1,729	) (c)
	$	4,649,476		$	405,507		$	675,202		$	5,730,185
LIABILITIES AND PARTNERS’ CAPITAL/MEMBERS’ INTEREST
CURRENT LIABILITIES:
Current portion of long-term debt	$	8,861		$	4,462		$	(4,462	) (c)	$	8,861
Accounts payable		130,118			17,173			—			147,291
Liabilities associated with drilling contracts		10,815			—			—			10,815
Accrued producer liabilities		114,057			—			—			114,057
Current portion of derivative liability		10,627			280			(280	) (c)		10,627
Current portion of derivative payable to Drilling Partnerships		8,665			—			—			8,665
Accrued interest		9,592			347			(347	) (c)		9,592
Accrued well drilling and completion costs		70,524			—			—			70,524
Accrued liabilities		60,681			625			50,000	(d)		111,306
Total current liabilities		423,940			22,887			44,911			491,738
LONG-TERM DEBT, LESS CURRENT PORTION		1,740,051			146,200			400,000	(a)		1,985,551
								(154,500	) (b)
								(146,200	) (c)
LONG-TERM DERIVATIVE LIABILITY		3,617			180			(180	) (c)		3,617
LONG-TERM DERIVATIVE PAYABLE TO DRILLING PARTNERSHIPS		670			—			—			670
DEFERRED INCOME TAXES, NET		30,249			—			—			30,249
ASSET RETIREMENT OBLIGATIONS AND OTHER		76,360			—			—			76,360
COMMITMENTS AND CONTINGENCIES
PARTNERS’ CAPITAL/MEMBERS’ INTEREST:
Common limited partners’ interests		433,320			—			(1,761	) (b)		431,559
Members’ interest		—			236,700			763,300	(c)		—
								(1,000,000	) (d)
Accumulated other comprehensive income (loss)		(1,964	)		(460	)		460	(c)		(1,964	)
		431,356			236,240			(238,001	)		429,595
Non-controlling interests		1,943,233			—			786,181	(a)		2,712,405
								(17,009	) (b)
Total partners’ capital/members’ interest		2,374,589			236,240			531,171			3,142,000
	$	4,649,476		$	405,507		$	675,202		$	5,730,185

3

ATLAS ENERGY, L.P. AND SUBSIDIARIES

PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2013

(in thousands)

(Unaudited)

				Historical
	Historical			TEAK			Adjustments			Pro Forma
REVENUES:
Gas and oil production	$	46,064		$	—		$	—		$	46,064
Well construction and completion		56,478			—			—			56,478
Gathering and processing		420,087			24,589			—			444,676
Administration and oversight		1,085			—			—			1,085
Well services		4,816			—			—			4,816
Loss on mark-to-market derivatives		(12,083	)		—			—			(12,083	)
Other, net		5,655			(2,729	)		84	(e)		3,010
Total revenues		522,102			21,860			84			544,046
COSTS AND EXPENSES:
Gas and oil production		15,216			—			—			15,216
Well construction and completion		49,112			—			—			49,112
Gathering and processing		351,741			20,235			—			371,976
Well services		2,318			—			—			2,318
General and administrative		40,658			1,575			—			42,233
Depreciation, depletion and amortization		51,666			1,920			5,612	(e)		59,198
Total costs and expenses		510,711			23,730			5,612			540,053
OPERATING INCOME (LOSS)		11,391			(1,870	)		(5,528	)		3,993
Interest expense		(25,810	)		(2,176	)		2,176	(f)		(29,834	)
								(3,784	) (g)
								(240	) (h)
(Loss) gain on asset sales and disposal		(702	)		269			—			(433	)
Loss on early extinguishment of debt		(26,582	)		—			—			(26,582	)
NET LOSS BEFORE TAX		(41,703	)		(3,777	)		(7,376	)		(52,856	)
Income tax benefit		9			—			—			9
NET LOSS		(41,694	)		(3,777	)		(7,376	)		(52,847	)
Loss attributable to non-controlling interests		29,098			—			8,548	(i)		37,646
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON LIMITED PARTNERS	$	(12,596	)	$	(3,777	)	$	1,172		$	(15,201	)
NET LOSS ATTRIBUTABLE TO COMMON LIMITED PARTNERS PER UNIT:
Basic	$	(0.25	)							$	(0.30	)
Diluted	$	(0.25	)							$	(0.30	)
WEIGHTED AVERAGE COMMON LIMITED PARTNER UNITS OUTSTANDING:
Basic		51,369									51,369
Diluted		51,369									51,369

4

ATLAS ENERGY, L.P. AND SUBSIDIARIES

PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2012

(in thousands, except per unit data)

(Unaudited)

				For the Period from  January 1 to April 30, 2012		For the Period from  January 1 to July 25, 2012			For the Period from  January 1 to December 20, 2012			For the Period from  January 1 to December 20, 2012			For the  Year Ended December  31, 2012
	Historical			Carrizo		Titan			DTE			Cardinal			Teak			Adjustments			Pro Forma
REVENUES:
Gas and oil production	$	92,901		$	6,878	$	10,938		$	53,060		$	—		$	—		$	—		$	163,777
Well construction and completion		131,496			—		—			—			—			—			—			131,496
Gathering and processing		1,219,815			—		—			—			66,062			27,353			197,773	(j)		1,511,003
Administration and oversight		11,810			—		—			—			—			—			—			11,810
Well services		20,041			—		—			—			—			—			—			20,041
Gain on mark-to-market derivatives		31,940			—		—			—			—			—			—			31,940
Other, net		13,440			—		68			(187	)		1,769			(1,351	)		337	(l)		14,076
Total revenues		1,521,443			6,878		11,006			52,873			67,831			26,002			198,110			1,884,143
COSTS AND EXPENSES:
Gas and oil production		26,624			4,278		4,470			21,295			—			—			—			56,667
Well construction and completion		114,079			—		—			—			—			—			—			114,079
Gathering and processing		1,009,100			—		—			—			26,175			22,728			197,773	(j)		1,255,776
Well services		9,280			—		—			—			—			—			—			9,280
General and administrative		165,777			—		3,284			7,091			5,719			4,167			(15,372	) (m)		149,191
																			(21,475	) (n)
Chevron transaction expense		7,670			—		—			—			—			—			—			7,670
Depreciation, depletion and amortization		142,611			—		11,511			22,438			14,837			3,164			5,491	(o)		231,580
																			69	(p)
																			31,459	(l)
Asset impairment		9,507			—		—			—			—			—			—			9,507
Total costs and expenses		1,484,648			4,278		19,265			50,824			46,731			30,059			197,945			1,833,750
OPERATING INCOME (LOSS)		36,795			2,600		(8,259	)		2,049			21,100			(4,057	)		165			50,393
Interest expense		(46,520	)		—		(1,683	)		(5,565	)		(2,955	)		(4,849	)		(551	) (q)		(112,258	)
																			(5,441	) (r)
																			(265	) (s)
																			(7,058	) (t)
																			(836	) (u)
																			551	(v)
																			265	(v)
																			7,058	(v)
																			(21,314	) (w)
																			7,804	(k)
																			(29,395	) (x)
																			(1,504	) (y)
Loss on asset sales and disposal		(6,980	)		—		—			—			—			—			—			(6,980	)
Loss on early extinguishment of debt		—			—		(810	)		—			—			—			—			(810	)
NET INCOME (LOSS) BEFORE TAX		(16,705	)		2,600		(10,752	)		(3,516	)		18,145			(8,906	)		(50,521	)		(69,655	)
Income tax expense (benefit)		176			—		—			—			845			—			(2,238	) (z)		(1,217	)
NET INCOME (LOSS)		(16,881	)		2,600		(10,752	)		(3,516	)		17,300			(8,906	)		(48,283	)		(68,438	)
(Income) loss attributable to non-controlling interests		(35,532	)		—		—			—			(993	)		—			1,757	(l)		(8,429	)
																			10,764	(aa)
																			15,575	(i)
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON LIMITED PARTNERS		(52,413	)		2,600		(10,752	)		(3,516	)		16,307			(8,906	)		(20,187	)		(76,867	)
NET LOSS ATTRIBUTABLE TO COMMON LIMITED PARTNERS PER UNIT:
Basic	$	(1.02	)																		$	(1.50	)
Diluted	$	(1.02	)																		$	(1.50	)
WEIGHTED AVERAGE COMMON LIMITED PARTNER UNITS OUTSTANDING:
Basic		51,327																				51,327
Diluted		51,327																				51,327

5

ATLAS ENERGY, L.P. AND SUBSIDIARIES

NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

(a) To reflect the net proceeds of (i) $388.5 million from APL’s public offering of 11.8 million common limited partner units at a price of $34.00 per unit; (ii) $397.6 million from the issuance of APL’s Class D Preferred Units; and (iii) the private placement of $400.0 million of APL’s 4.75% Senior Notes for $391.9 million proceeds net of $8.1 million finance costs; all of which were related to the financing of the TEAK acquisition.

(b) To reflect the partial application of the $1,194.5 million of net proceeds from APL’s public offering of common limited partner units; the issuance of APL’s Class D Preferred Units; and the issuance of APL’s 4.75% Senior Notes for (i) the payment of $0.8 million deferred financing costs related to an amendment of APL’s revolving credit facility; (ii) payment of the $154.5 million outstanding balance on APL’s revolving credit facility and (iii) APL’s payment of $18.8 million of acquisition costs, including $10.6 million of commitment fees paid to certain banking institutions that committed to provide APL a senior bridge loan up to $372.5 million and/or a senior revolving credit facility of $325.0 million, as needed, if the necessary financing was not otherwise obtained for the TEAK acquisition. The acquisition costs were allocated between the common limited partners’ interests and non-controlling interests. The $18.8 million of acquisition related costs are not included in the pro forma income statements.

(c) To reflect the preliminary purchase price allocation of the TEAK acquisition to the underlying assets and liabilities. The allocation of the fair value of the assets acquired and liabilities assumed is based upon their estimated fair values, which are subject to adjustment and could change significantly as APL continues to evaluate this preliminary allocation.

(d) To reflect the TEAK acquisition for $1.0 billion, including funds held in escrow for the transaction.

(e) To reflect incremental depreciation and amortization expense related to the fair value assessment of the assets acquired, in the TEAK acquisition, including the basis difference in the fair value of equity method investments acquired.

(f) To reflect the adjustment to interest expense for TEAK’s repayment of debt from the net proceeds received on the sale of assets.

(g) To reflect the adjustment to interest expense to partially finance the TEAK acquisition with the issuance of $400.0 million of APL’s 4.75% Senior Notes offset by the reduction in borrowings of $154.5 million on APL’s revolving credit facility at an interest rate of 2.5% with funds from APL’s 4.75% Senior Notes.

(h) To reflect the amortization of deferred financing costs incurred related to (i) the issuance of APL’s 4.75% Senior Notes; and (ii) the amendment to APL’s revolving credit facility to provide for (a) the TEAK acquisition to be a permitted investment; (b) for the joint ventures owned by TEAK to not be required to be guarantors nor provide security interests in their assets; and (c) for the revision of the calculation of the compliance calculations.

(i) To reflect the adjustment of non-controlling interests in the net income (loss) of APL as a result of the pro forma statement of operations adjustments previously noted. The allocation of APL net income (loss) to non-controlling interests is based upon the general partner’s and limited partners’ relative ownership interests in APL.

(j) To reclassify natural gas and liquids costs associated to the Cardinal acquisition revenues. Based upon APL’s portfolio of contracts, APL expects to report the revenues and costs under the acquired contracts on a gross basis. Under guidance in the Financial Accounting Standards Board’s Accounting Standards Codification (“ASC”) 605 – Revenue Recognition, APL presents sales of natural gas, natural gas liquids and condensate and the related cost of goods sold as gross values on its consolidated statements of operations, based upon the assessment that APL acts as a “Principal” as defined by the ASC; while Cardinal presented revenues net of costs based upon the assessment that Cardinal acted as an “Agent”, as defined by the ASC. There is no impact on the reported net income (loss) as a result of this adjustment.

(k) To reflect the adjustment to interest expense and other costs for Cardinal’s and TEAK’s repayment of debt from the net proceeds received on the sale of assets.

(l) To reflect incremental depreciation and amortization expense related to the fair value assessment of the assets acquired, in the TEAK acquisition and the Cardinal acquisition, including a fair value assessment of the non-controlling interest in the property, plant and equipment and intangible assets and the basis difference in equity method investments.

(m) To adjust earnings to exclude APL’s acquisition-related costs incurred related to the Cardinal acquisition.

(n) To adjust earnings to exclude ARP’s acquisition-related costs incurred related to the Carrizo, Titan and DTE acquisitions.

(o) To reflect ARP’s incremental depreciation, depletion and amortization expense, using the units-of-production method, related to the oil and natural gas properties acquired.

6

(p) To reflect ARP’s incremental accretion expense related to $3.9 million of asset retirement obligations on oil and natural gas properties acquired.

(q) To reflect ARP’s adjustment to interest expense to finance the $67.5 million of borrowings under ARP’s revolving credit facility to partially fund the acquisition of assets from Carrizo based on the interest rate of 2.5%.

(r) To reflect ARP’s amortization of deferred financing costs incurred as a result of the Carrizo and DTE acquisitions related to ARP’s revolving credit facility and term loan credit facility over the remainder of the respective terms.

(s) To reflect ARP’s adjustment to interest expense to finance the $18.8 million of borrowings under ARP’s revolving credit facility to partially fund the acquisition of Titan based on the interest rate of 2.5%.

(t) To reflect ARP’s adjustment to interest expense resulting from borrowings of $75.4 million under ARP’s term loan credit facility and $18.3 million under ARP’s revolving credit facility, both of which were used by ARP to finance the DTE acquisition and related acquisition and financing costs, at a current interest rate of approximately 7.8%.

(u) To reflect the amortization of deferred financing costs related to ARP’s 7.75% Senior Notes.

(v) To reflect the adjustment to interest expense resulting from the retirement of ARP’s term loan credit facility and repayment of amounts outstanding under ARP’s revolving credit facility with proceeds from ARP’s 7.75% Senior Notes.

(w) To reflect the adjustment to interest expense from the issuance of ARP’s 7.75% Senior Notes.

(x) To reflect the adjustment to interest expense to (i) partially finance the Cardinal acquisition with the issuance of $175.0 million of APL’s 6.625% Senior Notes and the additional borrowings of $105.8 million on APL’s revolving credit facility at an interest rate of 2.46%, less the accretion of the $5.3 million premium received on the issuance of APL’s 6.625% Senior Notes and (ii) partially finance the TEAK acquisition with the issuance of $400.0 million of APL’s 4.75% Senior Notes offset by the reduction in borrowings of $154.5 million on APL’s revolving credit facility at an interest rate of 2.5% with funds from APL’s 4.75% Senior Notes.

(y) To reflect the amortization of deferred financing costs incurred related to (i) the issuance of APL’s 6.625% Senior Notes; (ii) the issuance of APL’s 4.75% Senior Notes; (iii) the amendment to APL’s revolving credit facility to provide for the Cardinal acquisition to be a permitted investment and for Centrahoma to not be required to be a guarantor nor provide a security interest in its assets; and (iv) the amendment to APL’s revolving credit facility to provide for (a) the TEAK acquisition to be a permitted investment; (b) for the joint ventures owned by TEAK to not be required to be guarantors nor provide security interests in their assets; and (c) for the revision of the calculation of the compliance calculations.

(z) To reflect APL’s income tax impact of the incremental depreciation and amortization expense recognized related to APL Arkoma, Inc., (previously known as Cardinal Arkoma, Inc.), a corporate subsidiary acquired through the Cardinal acquisition.

(aa) To reflect the adjustment of non-controlling interests in the net income (loss) of ARP as a result of the pro forma statement of operations adjustments previously noted. The allocation of ARP net income (loss) to non-controlling interests is based upon the general partner’s and limited partners’ relative ownership interests subsequent to the transfer of assets to ARP on March 5, 2012, as well as required minimum distributions to preferred limited partners.

7