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Atlas Pipeline Holdings, L.P.'s ("Atlas Pipeline Holdings") assets consist of its interests in Atlas Pipeline Partners, L.P. (NYSE: APL) ("Atlas Pipeline Partners"), a publicly traded Delaware limited partnership. Atlas Pipeline Partners is a midstream energy service provider engaged in the transmission, gathering and processing of natural gas in the Mid-Continent (primarily Oklahoma, Arkansas and Texas) and Appalachian (eastern Ohio, western Pennsylvania and western New York) regions. Atlas Pipeline Holdings' interests in Atlas Pipeline Partners will initially consist of a 100% ownership interest in the general partner of Atlas Pipeline Partners, Atlas Pipeline Partners GP, LLC, which owns:

• a 2.0% general partner interest in APL, which entitles it to receive 2.0% of the cash distributed by APL;
• all of the incentive distribution rights in APL, which entitle it to receive increasing percentages, up to a maximum of 48.0%, of any cash distributed by APL as it reaches certain target distribution levels in excess of $0.42 per APL unit in any quarter; and
• 1,641,026 common units of APL, representing approximately 13.1% of the outstanding common units of Atlas, or a 12.1% limited partner interest in APL.

Atlas Pipeline Holdings' primary objective is to increase cash distributions to its unitholders through growth at Atlas Pipeline Partners. Atlas Pipeline Partners has grown both through strategic acquisitions and internal growth projects. Since Atlas Pipeline Partners' initial public offering in January 2000, it has completed five acquisitions at an aggregate cost of approximately $521.1 million. Atlas Pipeline Partners' business strategy is to create capital-efficient growth in distributable cash flow to maximize its distributions to its unitholders by, among other things, (1) maximizing cash flows from its existing businesses through marketing of its services and facilities and controlling its operating costs; (2) continuing to increase the amount of its operating cash flow generated by long-term, fee-based contracts; (3) expanding its existing businesses through internal growth opportunities; (4) expanding its operations through strategic acquisitions; and (5) maintaining a flexible capital structure based on a strong balance sheet by financing its growth through a balanced combination of debt and equity.