Investor Presentation

December 2014

Filed by Atlas Energy, L.P.

Pursuant to Rule 425 under the Securities Act of 1933 and

Deemed filed pursuant to Rule 14a-2 under the Securities Exchange Act of 1934

Subject Company: Atlas Energy, L.P.

Commission File No. 001-32953

2

Safe Harbor

Additional Information on the Transaction

In connection with the proposed transaction, on November 20, 2014, Targa Resources Corp. (“TRGP”) filed with the U.S. Securities and Exchange Commission (the

“SEC”) a registration statement on Form S-4 that  included a preliminary joint proxy statement of Atlas Energy, L.P. (“ATLS”) and TRGP and a preliminary prospectus

of TRGP (the “TRGP joint proxy statement/prospectus”).  The registration statement has not yet become effective.  After the registration statement has been

declared effective by the SEC, TRGP plans to mail the definitive TRGP joint proxy statement/prospectus to its shareholders, and ATLS plans to mail the definitive

TRGP joint proxy statement/prospectus to its unitholders. 

Also in connection with the proposed transaction, on November 20, 2014, Targa Resources Partners LP (“NGLS”) filed with the SEC a registration statement on

Form S-4 that included a preliminary proxy statement of Atlas Pipeline Partners, L.P. (“APL”) and a preliminary prospectus of NGLS (the “NGLS proxy

statement/prospectus”) .  The registration statement has not yet become effective.  After the registration statement has been declared effective by the SEC, APL

plans to mail the definitive NGLS proxy statement/prospectus to its unitholders.  

INVESTORS, SHAREHOLDERS AND UNITHOLDERS ARE URGED TO READ THE TRGP JOINT PROXY STATEMENT/PROSPECTUS, THE NGLS PROXY

STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME

AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT TRGP, NGLS, ATLS AND APL, AS WELL AS THE PROPOSED TRANSACTION AND

RELATED MATTERS.

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval.

A free copy of the TRGP Joint Proxy Statement/Prospectus, the NGLS Proxy Statement/Prospectus and other filings containing information about TRGP, NGLS, ATLS

and APL may be obtained at the SEC’s Internet site at www.sec.gov. In addition, the documents filed with the SEC by TRGP and NGLS may be obtained free of

charge by directing such request to: Targa Resources, Attention: Investor Relations, 1000 Louisiana, Suite 4300, Houston, Texas 77002 or emailing

InvestorRelations@targaresources.comor calling (713) 584-1133. These documents may also be obtained for free from TRGP’s and NGLS’s investor relations

website at www.targaresources.com. The documents filed with the SEC by ATLS may be obtained free of charge by directing such request to: Atlas Energy, L.P.,

Attn: Investor Relations, 1845 Walnut Street, Philadelphia, Pennsylvania 19103 or emailing InvestorRelations@atlasenergy.com.  These documents may also be

obtained for free from ATLS’s investor relations website at www.atlasenergy.com.  The documents filed with the SEC by APL may be obtained free of charge by

directing such request to: Atlas Pipeline Partners, L.P., Attn: Investor Relations, 1845 Walnut Street, Philadelphia, Pennsylvania 19103 or emailing

IR@atlaspipeline.com.  These documents may also be obtained for free from APL’s investor relations website at www.atlaspipeline.com. 

Participants in Solicitation Relating to the Merger

TRGP, NGLS, ATLS and APL and their respective directors, executive officers and other persons may be deemed to be participants in the solicitation of proxies from

TRGP, ATLS or APL shareholders or unitholders, as applicable, in respect of the proposed transaction that will be described in the TRGP joint proxy

statement/prospectus and NGLS proxy statement/prospectus.  Information regarding TRGP’s directors and executive officers is contained in TRGP’s definitive proxy

statement dated April 7, 2014, which has been filed with the SEC. Information regarding directors and executive officers of NGLS’s general partner is contained in

NGLS’s Annual Report on Form 10-K for the year ended December 31, 2013, which has been filed with the SEC. Information regarding directors and executive

officers of ATLS’s general partner is contained in ATLS’s definitive proxy statement dated March 21, 2014, which has been filed with the SEC. Information regarding

directors and executive officers of APL’s general partner is contained in APL’s Annual  Report on Form 10-K for the year ended December 31, 2013, which has been

filed with the SEC.

A more complete description will be available in the registration statement and the joint proxy statement/prospectus.

3

Cautionary Note Regarding Forward Looking

Statements

Certain statements contained herein are “forward-looking statements” that are subject to the safe harbor

provisions of the Private Securities Litigation Reform Act of 1995. 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. Readers are cautioned that any forward-looking information is

not a guarantee of future performance.  Risks and uncertainties related to the proposed transaction (including

the distribution of Atlas Energy Group, LLC units, or “the distribution”) include, among others: the risk that

ATLS’s or APL’s unitholders or TRGP’s stockholders do not approve the mergers; the risk that the merger

agreement is terminated as a result of a competing proposal, the risk that regulatory approvals required for the

mergers are not obtained on the proposed terms and schedule or are obtained subject to conditions that are

not anticipated; the risk that the other conditions to the closing of the mergers are not satisfied; potential

adverse reactions or changes to business or employee relationships, including those resulting from the

announcement or completion of the mergers or the distribution; uncertainties as to the timing of the mergers

or the distribution; competitive responses to the proposed merger or the distribution; costs and difficulties

related to the integration of ATLS’s and APL’s businesses and operations with TRGP’s and NGLS’s business and

operations; the inability to obtain, or delays in obtaining, the cost savings and synergies contemplated by the

mergers; uncertainty of the expected financial performance of the combined company or Atlas Energy Group,

LLC following completion of the proposed transaction; unexpected costs, charges or expenses resulting from

the mergers or the distribution; litigation relating to the merger; the outcome of  potential litigation or

governmental investigations; the inability to retain key personnel; and any changes in general economic and/or

industry specific conditions; and other risks, assumptions and uncertainties detailed from time to time in

ATLS', ARP's and APL's reports filed with the U.S. Securities and Exchange Commission, including quarterly

reports on Form 10-Q, current reports on Form 8-K and annual reports on Form 10-K, as well as the TRGP joint

proxy statement/prospectus and NGLS joint proxy statement/prospectus, and the Form 10 registration

statement filed by Atlas Energy Group, LLC. Forward-looking statements speak only as of the date hereof, and

we assumes no obligation to update such statements, except as may be required by applicable law.

4

–

A History of Value Creation

•

Atlas and its related companies have a track record of creating

substantial value for stakeholders over the past several decades

•

The recently announced Targa transaction represents yet another

milestone in delivering significant unitholder return

•

The newest opportunity, Atlas Energy Group, is positioned to

continue this tradition

Atlas Pre-Spinoff Stage

1999-2004

Shareholder return

CAGR: 27%

“Marcellus”

Stage

2004-2011

Shareholder return

CAGR: 41%

“Post-Chevron”

Stage

2011-2014

Shareholder return

CAGR: 67%

5

–

A History of Value Creation

Atlas has provided repeated substantial returns over the years in

each of its various stages of growth and development

Atlas

Pipeline IPO

Atlas America

IPO

Chevron

acquires Atlas

America, Inc.;

New Atlas

Energy, LP

retains legacy

assets

1999

Atlas

America

acquisition

Targa agrees

to acquire

Atlas Pipeline

and Atlas

Energy; Atlas

Energy Group

is created

CAGR: 27%

CAGR: 41%

CAGR: 67%

Potential

additional

businesses

and

energy

assets

2000

2004

2011

2014

Future

6

Targa Transaction –

Latest Significant Milestone

Atlas Energy, L.P. and Atlas Pipeline Partners, L.P. have executed definitive agreements

to be acquired by Targa Resources

Targa Resources Corp. (TRGP) will acquire Atlas Energy (ATLS) for TRGP shares and cash in a

transaction valued at $1.9 billion

(1)

, following Atlas Energy’s distribution of its non-midstream

assets

Targa Resources Partners, L.P. (NGLS) will acquire Atlas Pipeline for NGLS units and cash,

valued at $5.8 billion

(1)

Upon closing of the transaction, ATLS will distribute common units representing a 100%

LLC interest in Atlas Energy Group to ATLS unitholders

Atlas Energy Group will own three General Partner interests and other additional assets:

GP & IDR interests in Atlas Resource Partners, as well as 24.7 million limited partner units

80% GP & IDR interest in Atlas’

private E&P Development Subsidiary

16% GP interest and 12% limited partner interest in Lightfoot Capital, which owns a 40%

limited partner interest in Arc Logistics, L.P.

Net natural gas production of approximately 11.5 MMcf/d in the Arkoma basin

Fundraising channel for new business creation

(1) Based on market data as of October 10,2014, excluding transaction fees & expenses

7

Atlas Energy Group Valuation

$9.12

$18.83

~ $4.65

Current ATLS

unit price

(1)

:

$32.60

TRGP cash

consideration

TRGP share

consideration

(1)

Implied value of

Atlas Energy Group

Atlas Energy Group’s

current projected

annual distribution:

$1.25/unit

Implied yield:

~ 27%

The

current

implied

value

in

ATLS

for

Atlas

Energy

Group

is

~

$300MM,

or

~

$4.65/unit,

substantially

below

the

value

of

the

current

cash

flows

which

assume

no

strategic

growth

(1) Based on ATLS and TRGP trading prices on December 2, 2014; TRGP share consideration determined

by TRGP unit price  times merger exchange ratio of 0.1809 TRGP units for each unit of ATLS

8

Atlas Energy Group Valuation

24.7MM

ARP

Limited

Partner

Units

(2)

(1)

Assumes 52MM units outstanding at Atlas Energy Group

(2)

Total market value of ARP units owned by ATLS divided by 52MM units;; based on 12/2/14 ARP unit price

(3)

Based on net debt assumption of $140MM

Current trading values

(1)

:

Arkoma natural gas production

Per Unit Values

$6.35

$1.15

($2.70)

$4.80

$4.65

Total Current Value

Total Current Implied Value of Atlas Energy Group

Net

debt

expected

at

Atlas

Energy

Group

(3)

9

Atlas Energy Group Valuation –

ADDITIONAL VALUE

(1)

Assumes 52MM units outstanding at Atlas Energy Group

(2)

Assumes 20x multiple on GP related cash flows for Minimum Value;

30x for Normalized ValueTotal market value of ARP units owned

by ATLS divided by 52MM units; Minimum Value: 12/2/14 ARP unit price; Normalized Value: $20 ARP unit price

(3)

Assumes 14x multiple on ARCX GP related cash flows

(4)

Total market value of ARP units owned by ATLS divided by 52MM units;; Current Value based on 12/2/14 ARP unit price; Normalized

Value based on $20 ARP unit price

Total Per Unit Value Range of Atlas Energy Group

Total Discount to Value Range Compared to

Current Implied Value

Current

Normalized

Value

Value

$6.50

$9.80

$0.60

$0.60

$1.20

$1.85

$ ---

$ ---

$4.80

$7.95

~ $20.00

~ $13.00

Per unit values

(1)

:

$4.65

$4.65

Total Current Implied Value of Atlas Energy Group

GP

&

LP

interest

in

Lightfoot

Capital

(3)

GP

&

LP

interest

in

E&P

Development

Subsidiary;

$3.2MM

assumed

annual

run

rate

(2)

ARP

GP

&

IDR

Cash

Flow:

$17MM

FY15E

annual

run

rate

(2)

Future potential LP’s and funds

ARP

LP

units

and

Arkoma

production

(4)

~ 65%

~ 75%

10

The

New

Atlas

-

Atlas

Energy

Group,

LLC

An energy general partner focused on growth of its

enterprises with minimal capital investment

Ability to grow cash flow from existing and future assets under

management

Atlas’

capital raising offers substantial ability to build new

businesses

Multiple General Partner cash flow streams

Substantial potential for distribution growth with limited

capital investment

11

Atlas Fundraising Business

Substantial Atlas internal sales force which raises capital in all 50

states

Unique funding source: Partnership funds provide a non-traditional

source of capital to develop limited partnerships and funds

Over 40 years of raising funds through partnership channel

Fundraising channel provides Atlas access to a $20 billion annual

fundraising market

12

Pro Forma Atlas Family Corporate Structure

Atlas Energy

Group, LLC

Future

LPs/Funds

2.0% GP, 100% IDRs ,

28% LP

Private E&P

Development

Subsidiary

80% GP & IDRs,

3.1% LP

NYSE: ARP

40% LP

16% GP &

12% LP

NYSE: ARCX

Atlas Energy Group will own multiple GP interests and cash flow

streams  following the Targa transaction

Arkoma

Production

General Partner

General Partner

General Partner

General Partner

13

Atlas Energy Group –

Substantial Embedded Value

•

Atlas expects to expand its interests and cash flow through future strategic

activities, which could include:

•

New energy asset opportunities

•

Build out of ARP’s production assets, possibly through strategic

partnerships

•

Growth of Atlas’

private E&P Development Subsidiary

Atlas

Energy

Group

per

unit

value

scenarios,

compared

to

current

implied

unit

price

of

~

$4.65/unit

Atlas Energy Group Distribution Growth

0%

5%

10%

20%

30%

10%

$ 12.50

$ 13.13

$ 13.75

$ 15.00

$ 16.25

8%

$ 15.63

$ 16.41

$ 17.19

$ 18.75

$ 20.31

6%

$ 20.83

$ 21.88

$ 22.92

$ 25.00

$ 27.08

4%

$ 31.25

$ 32.81

$ 34.38

$ 37.50

$ 40.63

14

Strategic Opportunities

Atlas Resource Partners

Future growth opportunities

Atlas Energy Group will have the ability to substantially increase cash flow

and distributions through several potential strategic activities

15

Strategic Opportunities -

ARP

Atlas Resource Partners

Potential “drop down”

partnership

Visibility to asset growth

Improved liquidity and credit profile at ARP

IDR high splits offer incentive to JV partner

Continued increases to fundraising activity to provide capital for

future growth

Atlas Energy

Group, LLC

ARP General

Partner

Atlas Resource

Partners, LP

% interest in

ARP GP

ARP LP units

+ cash

Multiple drop down

assets

Potential Drop

Down Partner

Long lived oil &

gas production

Potential Drop Down Scenario Example

16

Strategic Opportunities –

Future Growth

Additional opportunities

—

Increased capital and organic growth in Atlas’

E&P

Development subsidiary

—

New enterprises to be cultivated within Atlas Energy Group,

utilizing Atlas’

fundraising capabilities

—

E.g. $1 billion of fundraising for new assets could potentially

generate an additional $0.35 per unit plus incentive distribution

rights, or a ~ 30% increase to initial annual distributions of $1.25

17

ATLAS RESOURCE PARTNERS

18

ARP Overview

Well-balanced production between oil & natural gas

—

~ 75% natural gas on over 285 Mmcfe/d of net production

Diversified cash flow streams

—

Balance between production from multiple regions as well as

fee income

Strong hedge portfolio protecting production margins

—

~ 70% of 2015 natural gas and oil production is hedged

—

Natural gas at increasing prices each year through 2018

Growth with minimal capital investment

Atlas Resource Partners is an oil & gas production MLP, which

manages stable producing assets from over 14,000 wells in 16

different states in the U.S.

19

(1) 2014 Mid-year reserves pro forma for announced acquisitions

ARP Asset Overview

Powder

River Basin

Uinta Basin

Mississippi

Lime

Black Warrior

Basin

Chattanooga

New Albany

Marcellus,

Utica, Devonian

~1.7 Tcfe proved reserves

(1)

65% gas

65% developed

> 285 MMcfe/d net production

~75% gas

Over 13,000 wells operated

ARP Asset Summary

Raton

Basin

Barnett /

Marble

Falls

Arkoma

Eagle

Ford

20

Geographic & Commodity Diversification

Geographic Profile

(1)

•

ARP

has

robust

geographic

coverage

–

operations

in

16

states

•

Production is diversified across numerous sales points which helps

mitigate basis differential risk and stabilize cash flow

•

Scale of operations and expertise creates opportunities for future

expansion

Balanced Commodity Profile

(2)

15%

76%

9%

(1)

Based on Q3 2014 production levels

(2)

Based on FY 2015E production levels

Barnett / Marble

Falls 27%

Raton

24%

Appalachia

13%

Black Warrior

11%

WV CBM 7%

Rangely 6%

Eagle Ford 5%

MS Lime/Hunton

4%

Other 1%

County Line < 1%

Natural Gas

Oil

NGLs

21