Atlas Announces Pricing of Class E Units

Atlas Resource Partners, L.P. Announces Pricing Of Class E Cumulative Redeemable Perpetual Preferred Units

Atlas Resource Partners, L.P. (ARP) today announced the pricing of its public offering of 255,000 10.75% Class E Cumulative Redeemable Perpetual Preferred Units (“Class E Preferred Units”) at a price of $25.00 per unit.  The underwriters have been granted a 30-day option to purchase up to an additional 38,250 additional Class E Preferred Units at the public offering price less the underwriting discount.  Distributions will be payable on the Class E Preferred Units at an initial rate of 10.75% per annum of the stated liquidation preference of $25.00. The offering is expected to close on April 14, 2015, subject to customary closing conditions.

ARP expects to receive net proceeds of approximately $5.9 million from the offering (or approximately $6.8 million if the underwriters exercise their option to purchase an additional 38,250 Class E Preferred Units), after deducting underwriting discounts and estimated offering expenses. ARP intends to use the net proceeds from the offering for general partnership purposes, which may include repayment of borrowings under its revolving credit facility.

MLV & Co. LLC, Ladenburg Thalmann, National Securities Corporation, Northland Capital Markets and U.S. Capital Advisors LLC acted as the joint book-running managers of the offering. An investor may obtain a free copy of the prospectus supplement and accompanying base prospectus relating to the offering by visiting EDGAR on the SEC website at www.sec.gov. A copy of the prospectus supplement and accompanying base prospectus relating to the offering also may be obtained from:

A shelf registration statement relating to these securities has previously been filed with the SEC and automatically deemed effective.  This press release does not constitute an offer to sell or a solicitation of an offer to buy Class E Preferred Units or any other securities, nor shall there be any sale of these securities in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The offering of these securities may be made only by means of the prospectus supplement and the related base prospectus.

Atlas Resource Partners, L.P. (ARP) is an exploration & production master limited partnership which owns an interest in over 14,000 producing natural gas and oil wells, located primarily in Appalachia, the Barnett Shale (TX), the Mississippi Lime (OK), the Eagle Ford Shale (TX), the Raton Basin (NM), Black Warrior Basin (AL) and the Rangely Field (CO).  ARP is also the largest sponsor of natural gas and oil investment partnerships in the U.S. For more information, please visit our website at www.atlasresourcepartners.com, or contact Investor Relations atInvestorRelations@atlasenergy.com.

Atlas Energy Group, LLC (ATLS) is a master limited partnership which owns the following interests: all of the general partner interest, incentive distribution rights and an approximate 28% limited partner interest in its upstream oil & gas subsidiary, Atlas Resource Partners, L.P.; the general partner interests, incentive distribution rights and limited partner interests in its private E&P development subsidiary; and a general partner interest in Lightfoot Capital Partners, an entity that invests directly in energy-related businesses and assets. For more information, please visit our website at www.atlasenergy.com, or contact Investor Relations atInvestorRelations@atlasenergy.com.

Cautionary Note Regarding Forward-Looking Statements

Certain matters discussed within this press release are forward-looking statements.  Although Atlas Resource Partners, L.P. believes the expectations reflected in such forward-looking statements are based on reasonable assumptions, it can give no assurance that its expectations will be attained.  Atlas Resource Partners does not undertake any duty to update any statements contained herein (including any forward-looking statements), except as required by law. This document contains 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.  ARP cautions readers that any forward-looking information is not a guarantee of future performance.  Such forward-looking statements include, but are not limited to, statements about future financial and operating results, resource potential, ARP’s plans, objectives, expectations and intentions and other statements that are not historical facts. Risks, assumptions and uncertainties that could cause actual results to materially differ from the forward-looking statements include, but are not limited to, those associated with general economic and business conditions; ARP’s ability to realize the benefits of its acquisitions; changes in commodity prices; changes in the costs and results of drilling operations; uncertainties about estimates of reserves and resource potential; inability to obtain capital needed for operations; ARP’s level of indebtedness; changes in government environmental policies and other environmental risks; the availability of drilling equipment and the timing of production; tax consequences of business transactions; and other risks, assumptions and uncertainties detailed from time to time in ARP’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. Forward-looking statements speak only as of the date hereof, and we assume no obligation to update such statements, except as may be required by applicable law.