Form 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): April 16, 2013

Commission file number 1-14998

 

 

ATLAS PIPELINE PARTNERS, L.P.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   23-3011077

(State of incorporation

or organization)

 

(I.R.S. Employer

Identification No.)

Park Place Corporate Center One

1000 Commerce Drive, 4th Floor

Pittsburgh, Pennsylvania 15275-1011

(Address of principal executive offices) (Zip code)

Registrant’s telephone number, including area code: (877) 950-7473

 

(Former name or former address, if changed since last report)

 

 

Check the appropriate box if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (127 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (27 CFR 240.14d-2 (b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (27 CFR 240.13e-4(c))

 

 

 


Item 8.01 Other Events

On December 20, 2012 Atlas Pipeline Partners, L.P. (“APL”) filed a Current Report on Form 8-K (the “Original 8-K”) to report the completion by Atlas Pipeline Mid-Continent Holdings, LLC, APL’s wholly-owned subsidiary, of the previously announced acquisition (the “Cardinal Acquisition”) from Cardinal Midstream, LLC (“Cardinal”) of 100% of the equity interests in three wholly-owned subsidiaries of Cardinal for $603.4 million in cash at closing, including preliminary purchase price adjustments. This Current Report on Form 8-K includes as Exhibit 99.1 pro forma financial statements for the year ended December 31, 2012 reflecting the Cardinal Acquisition. These pro forma financial statements supplement APL’s previously-filed financial statements related to the Cardinal Acquisition and are being filed to satisfy the requirements of Rule 11-01 of Regulation S-X.

 

Item 9.01 Financial Statements and Exhibits

 

(b) Pro Forma Financial Information

The unaudited pro forma consolidated statement of operations, giving effect to the Cardinal Acquisition, for the year ended December 31, 2012 is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

(d) Exhibits

 

99.1    Unaudited pro forma consolidated statement of operations for the year ended December 31, 2012

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned.

 

  Atlas Pipeline Partners, L.P.
  By:   Atlas Pipeline Partners GP, LLC,
    its general partner
April 16, 2013   By:  

/s/ Robert W. Karlovich, III

    Robert W. Karlovich, III
    Chief Financial Officer of the General Partner

 

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EXHIBIT INDEX

 

Exhibit
Number

  

Description

99.1    Unaudited pro forma consolidated financial statement of operations for the year ended December 31, 2012

 

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