Atlas Energy, Inc. has entered into a definitive agreement to be acquired by Chevron Corporation in a transaction valuing Atlas Energy at $4.3 billion, including Atlas Energy's currently outstanding debt. In the transaction, Atlas Energy shareholders will receive consideration valued at $43.34 per share in total, a 37% premium to Atlas Energy's closing share price on November 8. Atlas Energy shareholders will receive $38.25 in cash for each outstanding share, and will also receive a pro-rata share of a distribution of over 41 million units of Atlas Pipeline Holdings, L.P. Based on AHD's most recent closing price on November 8, these units have a value of $5.09 per Atlas Energy share. Closing of the transaction is subject to approval by Atlas Energy's shareholders, other customary closing conditions and the completion of the following transactions:

• Atlas Energy and AHD have agreed that, prior to the Chevron - Atlas Energy merger and the distribution of AHD units to the Atlas Energy stockholders, AHD will acquire from Atlas Energy approximately 175 Bcfe of natural gas reserves, certain other energy assets and fee revenues from the investment management business owned by Atlas Energy, for consideration payable to Atlas Energy of $250 million, comprised of $220 million in newly issued AHD units and $30 million in cash. Following the issuance of these AHD units to Atlas Energy, Atlas Energy will own approximately 41 million units of AHD, or approximately 81% of the outstanding units of AHD, all of which will be distributed to Atlas Energy shareholders as part of the transactions. AHD will also acquire the general partner interest in AHD so that, following the AHD distribution, AHD will cease to be controlled by Atlas Energy.

• Atlas Energy and Atlas Pipeline Partners, L.P. have agreed that, prior to the Chevron - Atlas Energy merger, Atlas Energy will acquire APL's 49% interest in Laurel Mountain Midstream, LLC for $403 million in cash payable to APL.

Completion of each of the AHD transaction, the APL transaction and Atlas Energy's sale to Chevron is cross-conditioned on completion of the others.

Tags: Atlas Energy, Chevron Corporation