Cardinal Midstream, LLC to Sell Equity Interests to Atlas Pipeline Partners, L.P. for $600 Million

December 6, 2012
Cardinal Midstream

DALLAS . December 6, 2012 - Cardinal Midstream ("Cardinal") announced today that it has entered into a definitive agreement to sell its Arkoma Woodford-based natural gas gathering, processing and treating business as well as its natural gas contract treating business to Atlas Pipeline Partners, L.P. (NYSE: APL) ("Atlas") for $600 million. The transaction represents the sale of virtually all of the companyfs assets and is expected to close later this month.

Founded in 2008, Cardinal is a midstream energy company led by an experienced management team and backed by private equity commitments from EnCap Flatrock Midstream and EnCap Investments L.P. Cardinal's management team will retain the Cardinal Midstream name and continue to pursue midstream development opportunities in unconventional resource plays across North America.

Barclays Capital Inc. served as Cardinal's sole financial advisor for the transaction with Thompson & Knight LLP providing legal counsel.

Under the terms of the agreement, Atlas will purchase Cardinal's three subsidiary companies: Cardinal Arkoma, Inc., Cardinal Arkoma Midstream, LLC and Cardinal Gas Treating LLC. Assets include three operated cryogenic processing plants located in the Arkoma region of Oklahoma's Woodford Shale totaling 220 million cubic feet per day in processing capacity, approximately 66 miles of gathering pipelines, treating and compression facilities, and a natural gas contract treating business.

"This acquisition is a great fit for Atlas and our current customers. Atlas has a strong gas gathering and processing presence in Oklahoma and Texas as well as a track record of consistent performance and exceptional customer service." said Cardinal Midstream's President, Mack Lawrence.

"This is a positive outcome for everyone. We are also very pleased with the results this transaction will produce for EnCap Flatrock Midstream and EnCap Investments L.P. Over the last four years, EnCap provided significantly more than the capital we needed to grow our business. They brought midstream expertise to the table along with strategic guidance and financial acumen. They have been invaluable partners every step of the way."

About Cardinal Midstream
Headquartered in Dallas, Cardinal Midstream provides oil and gas producers with a complete array of midstream services including natural gas gathering, compression, processing and treating. Cardinal Midstream is a privately held company founded in 2008 by R. Mack Lawrence, James W. Bryant, Douglas E. Dormer, Jr. and G. Marc Lyons. Cardinal is backed by private equity commitments from EnCap Flatrock Midstream and EnCap Investments L.P. Visit www.cardinalmidstream.com for more information.

About EnCap Flatrock Midstream and EnCap Investments L.P.
EnCap Flatrock Midstream was founded in 2008 by Flatrock Energy Advisors, LLC and EnCap Investments L.P. Based in San Antonio, the firm provides value-added private equity capital to proven management teams focusing on midstream energy infrastructure opportunities throughout North America. EnCap Flatrock is led by Managing Partners William D. Waldrip, William R. Lemmons Jr. and Dennis F. Jaggi. With more than 100 years of midstream experience, the principals at EnCap Flatrock Midstream manage investment commitments of nearly $3 billion from a broad group of prestigious institutional investors. EnCap Investments L.P. is the nation's leading provider of private equity to independent oil and gas companies. Over the last 25 years, EnCap has managed more than $13 billion and made investments in more than 190 companies. Visit www.efmidstream.com and www.encapinvestments.com for more information.

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