Atlas Energy, L.P. (



Business Update Call

October 17, 2011 2:00 PM ET


Brian Begley – VP, IR

Ed Cohen – CEO and President

Matt Jones – President, SVP and COO

Sean McGrath – CFO

Daniel Herz – SVP-Corporate Development and Strategy


Lee Cooperman – Omega Advisors

Sharon Lui – Wells Fargo

Wayne Cooperman – Cobalt Capital

Craig Shere – Tuohy Brothers Investment



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Good day, ladies and gentlemen, and welcome to the Atlas Energy to Form a New ENP Master Limited Partnership Named Atlas Resource Partners, L.P. My name is Jonathan, and I’m your operator for today. (Operator Instructions) We will be conducting a question-and-answer session after the prepared remarks. (Operator Instructions) And, as a reminder, this conference call is being recorded for replay purposes.

I’d now like to hand the call off to Mr. Brian Begley, Head of Investor Relations. You may begin, sir.

Brian Begley

Thanks, and good afternoon, everyone. And thank you for joining us for today’s call to discuss the formation of our new E&P MLP, Atlas Resource Partners. As we get started, I’d like to remind everyone that during this conference call, we’ll make certain forward-looking statements, and in this context, forward-looking statements often address our expected future business and financial performance and financial condition, and often contains words such as expects, anticipates and similar words or phrases.

Forward-looking statements, by their nature, address matters that are uncertain and are subject to certain risks and uncertainties, which could cause actual results to differ materially from those projected in the forward-looking statements.

We normally discuss these risks in our quarterly reports on Form 10-Q and our Annual Report, also on Form 10-K, particularly in Item 1. I’d also like to caution you not to place undue reliance on these forward-looking statements, which reflects management’s analysis only as of the date hereof. The company undertakes no obligations to publicly update our forward-looking statement or to publicly release the results of any revisions to forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

In addition, in connection with the planned distribution of common units of our newly formed E&P MLP, named Atlas Resource Partners, L.P., Atlas Resource Partners filed a registration statement on Form 10 with the SEC earlier today. This registration statement will contain important information about Atlas Resource Partners and the planned distribution, including a discussion of risks and uncertainties. When the Form 10 is declared effective, we suggest that you read it very carefully.

And with that, I would like to turn the call over to our Chief Executive Officer, Ed Cohen, for his remarks.

Ed Cohen

Hello, everyone. This is really a great day for us, not only because it marks eight months since the completion of our transaction with Chevron. As you know, we’re always striving to be among the first to discern new opportunities, and then to exploit them. And so Atlas Energy is forming a new entity, Atlas Resource Partners, a master limited partnership, which is expected to trade on the New York Stock Exchange.

Now the opportunity is this: As a result of the present heated, cash-consuming and costly competition to develop unconventional oil and gas plays, an effort to be sure in which we have been an early pioneer, companies struggling to pursue these costly projects are often amenable to selling production into acreage in conventional plays on terms extremely attractive to buyers.

But with everyone fixated on developing unconventional gas, there are relatively few purchasers for these undervalued conventional assets. Atlas Energy to the rescue. We would like to exploit this opportunity. But we’ve lacked a vehicle through which to do so in a manner compatible with our overriding principle of not diluting our existing shareholders because Atlas Energy and we offer refer to it as ATLS, our New York Stock Exchange symbol because Atlas Energy holds valuable midstream assets, especially so-called incentive distribution rights, IDRs, in our midstream transportation and processing subsidiary, Atlas Pipeline Partners. We have decided to create a separate currency, which will better enable us to significantly expand cash flows from our upstream E&P natural gas and oil production assets through strategic acquisitions and organic development. But without diluting ATLS’ ownership in its other interests.

To preserve the full value of our midstream assets and to obtain a multitude of other advantages, which we’ll discuss shortly, we are creating a new exploration and production; that is, E&P master limited partnership named Atlas Resource Partners, L.P., which will hold substantial all the natural gas and oil development in production assets. And also the partnership management business, currently held by ATLS.

ATLS intends to take Atlas Resource Partners public by distributing to its ATLS unit holders an approximately 19.6% limited partner interest in Atlas Resources. ATLS has filed the registration statement on Form 10 with the Securities and Exchange Commission that contains detailed information about the planned distribution and about Atlas Resource Partners as a separate entity.

Immediately after the distribution of the limited partner interest in the new Atlas Resource Partners, ATLS will continue to hold an approximately 80.4% interest in Atlas Resource Partners. And ATLS will retain all of its existing interest in the midstream operations of APL, including our IDRs relating to APL.

ATLS will also own the general partner of the new entity, Atlas Resource Partners, and all the incentive distribution rights in Atlas Resource Partners which, with ATLS’ general partnership interest, will progress to a maximum split level of 50%.

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