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): February 27, 2015

Commission file number 001-14998

~~ATLAS~~TARGA PIPELINE PARTNERS, ~~L.P.~~LP

(Exact name of registrant as specified in its charter)

Delaware

23-3011077

(State of incorporation

or organization)

(I.R.S. Employer

Identification No.)

1000 Louisiana, Suite 4300

Houston, Texas 77002

(Address of principal executive offices) (Zip code)

Registrant’s telephone number, including area code: (713) 584-1000

Atlas Pipeline Partners, L.P.

Park Place Corporate Center One

1000 Commerce Drive, Suite 400

Pittsburgh, PA 15275

(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))

Introductory Note

On February 27, 2015, Atlas Pipeline Partners, L.P. (the “Partnership”) was acquired by Targa Resources Partners LP (“TRP”), pursuant to the Agreement and Plan of Merger, dated as of October 13, 2014 (the “Merger Agreement”), by and among Targa Resources Corp. (“TRC”), TRP, Targa Resources GP LLC, Trident MLP Merger Sub LLC, a subsidiary of TRP (“Merger Sub”), Atlas Energy, L.P. (“Atlas Energy”), the Partnership and Atlas Pipeline Partners GP, LLC, the Partnership’s general partner (the “Partnership GP”). Pursuant to the Merger Agreement, Merger Sub merged with and into the Partnership, with the Partnership continuing as the surviving entity and a subsidiary of TRP (the “Merger”). Immediately prior to the effective time of the Merger, Atlas Energy distributed all of the equity interests in Partnership GP to TRC. The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement ~~and the Agreement and Plan of Merger~~, ~~by and among TRC, Trident GP Merger Sub LLC, Atlas Energy and Atlas Energy’s general partner,~~ which ~~are~~is filed as Exhibit 2.~~1 and Exhibit~~ 2~~.2,~~ ~~respectively,~~ to the Partnership’s Current Report on Form 8-K filed with the Securities and Exchange Commission ~~(the “SEC”)~~ on October 16, 2014 and incorporated herein by reference.

Item 15.0102 ~~Entry~~Departure ~~into~~of aDirectors ~~Material~~or ~~Definitive~~Certain ~~Agreement~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

OnThe ~~February~~information ~~27,~~provided 2015, TRP accepted for payment $140,108,000 aggregate principal amount of 6 5⁄8% Senior Notes due 2020 (the “2020 Notes”), $393,498,000 aggregate principal amount of 4 3⁄4% Senior Notes due 2021 (the “2021 Notes”) and $601,888,000 aggregate principal amount of 5 7⁄8% Senior Notes due 2023 (the “2023 Notes”) of the Partnership and Atlas Pipeline Finance Corporation (“Finance Corp.” and, together with the Partnership, the “Issuers”) that were validly tendered (and had not been validly withdrawn) as of 8:00 a.m., New York City time, on February 26, 2015, in ~~accordance with~~ the ~~terms~~Introductory ofNote ~~the Offer~~ to ~~Purchase~~this ofCurrent ~~Targa~~Report ~~Resources~~on ~~Partners~~Form ~~LP,~~8-K ~~dated~~is ~~January~~incorporated ~~15,~~herein ~~2015, as amended. In connection therewith, (i) the First Supplemental Indenture (the “First Supplemental Indenture”) to the Indenture, dated as of May 10, 2013,~~ by ~~and among the Issuers, the Subsidiary Guarantors named therein and U~~reference.~~S. Bank National Association, as~~ trustee (the “Trustee”), governing the 2021 Notes, became operative, and (ii) the Third Supplemental Indenture (the “Third Supplemental Indenture” and, together with the First Supplemental Indenture, the “Indentures”) to the Indenture, dated as of February 11, 2013, by and among the Issuers, the Subsidiary Guarantors named therein and the Trustee, governing the 2023 Notes, became operative. The Supplemental Indentures eliminate substantially all of the restrictive covenants and certain events of default applicable to the 2021 Notes and the 2023 Notes that were not accepted for payment. The indenture governing the 2020 Notes remains unchanged.

~~The~~On ~~foregoing~~February 27, ~~description~~2015, offollowing the ~~Supplemental~~effective ~~Indentures~~time ~~does~~of ~~not~~the ~~purpose~~Merger, toJoe beBob ~~complete~~Perkins and isJeffrey ~~qualified~~J. inMcParland ~~its~~were ~~entirety~~appointed byas directors ~~reference~~on to the ~~Supplemental~~ ~~Indentures,~~board ~~which~~of ~~are~~directors ~~incorporated~~of ~~herein~~the byPartnership ~~reference as Exhibit 10~~GP.1 ~~and Exhibit 10.2, respectively.~~

~~Item~~On 1February 27, 2015, following the effective time of the Merger, Joe Bob Perkins was appointed as Chief Executive Officer of the Partnership GP, and Jeffrey J.02 ~~Termination~~McParland was appointed President – Finance and Administration of ~~Material~~the ~~Definitive~~Partnership ~~Agreement~~GP.

~~The~~Joe ~~information~~Bob ~~provided~~Perkins, age 54, has served as Chief Executive Officer and director of the general partner of TRP, TRC, and TRI Resources Inc. (“TRI”) since January 1, 2012. Mr. Perkins previously served as President of TRC between the date of its formation on October 27, 2005 and December 31, 2011, of the general partner of TRP between October 2006 and December 31, 2011 and of TRI between February 2004 and December 31, 2011. He was a consultant for the TRI predecessor company during 2003. Mr. Perkins was an independent consultant in the energy industry from 2002 through 2003 and was ~~Introductory~~an ~~Note~~active partner in an outdoor advertising firm during a portion of such time period. Mr. Perkins served as President and Chief Operating Officer for the Wholesale Businesses, Wholesale Group and Power Generation Group of Reliant Resources, Inc. and its parent/predecessor companies, from 1998 to ~~this~~2002 ~~Current~~and ~~Report~~Vice onPresident, ~~Form~~Corporate ~~8-K~~Planning isand ~~incorporated~~Development, ~~herein~~of byHouston ~~reference~~Industries from 1996 to 1998. He served as Vice President, Business Development, of Coral from 1995 to 1996 and as Director, Business Development, of Tejas from 1994 to 1995. Prior to 1994, Mr. Perkins held various positions with the consulting firm of McKinsey & Company and with an exploration and production company. Mr. Perkins’ intimate knowledge of all facets of TRC, derived from his service as President from its founding through 2011 and his current service as Chief Executive Officer and director, coupled with his broad experience in the oil and gas industry, and specifically in the midstream sector, his engineering and business educational background and his experience with the investment community enable Mr. Perkins to provide a valuable and unique perspective to the board on a range of business and management matters.

OnJeffrey ~~February 27~~J. McParland, ~~2015~~age 60, inhas ~~connection~~served ~~with the~~as ~~completion~~President of– ~~the~~Finance ~~Merger,~~and Administration of the ~~Partnership~~general ~~repaid~~partner ~~all~~of ~~amounts~~TRP since ~~outstanding~~December 15, ~~under~~2010 ~~the~~and ~~Second~~of ~~Amended~~TRC and ~~Restated~~TRI ~~Credit~~since ~~Agreement~~October 25, ~~dated~~2010. He has also served as a director of ~~August~~TRI since December 2816, ~~2014~~2010. (Mr. McParland served as ~~amended~~Executive Vice President and Chief Financial Officer of TRC between October 27, ~~restated~~2005 and October 25, ~~supplemented~~2010 orand ~~otherwise~~of ~~modified)~~TRI between April 2004 and October 25, ~~among~~2010 and was a consultant for the ~~Partnership, Wells~~TRI ~~Fargo~~predecessor ~~Bank,~~company ~~NA,~~during 2003. He served as ~~administrative~~Executive ~~agent~~Vice President and Chief Financial Officer of the general ~~lenders~~partner ~~party~~of ~~thereto~~TRP (between October 2006 and December 15, 2010 and served as a director of the ~~“Credit~~general ~~Agreement”)~~partner of TRP from October 2006 to February 2007. ~~Effective~~Mr. McParland ~~upon~~served ~~such~~as ~~repayment~~Treasurer of TRC from October 27, 2005 until May 2007, of the ~~Credit~~general ~~Agreement~~partner ~~and~~of ~~all~~TRP ~~related~~from ~~loan~~October ~~documents~~2006 until May 2007 and ~~security~~of ~~interests~~TRI ~~were~~from ~~terminated~~April 2004 until May 2007. Mr. McParland served as Secretary of TRI between February 2004 and ~~released~~May 2004, at which time he was elected as Assistant Secretary. ~~and~~Mr. McParland ~~became~~served ~~null~~as ~~and~~Senior ~~void~~Vice President, Finance of Dynegy Inc., a company engaged in power generation, the midstream natural gas business and energy

~~Item~~ 2~~.01~~ ~~Completion of Acquisition or Disposition of Assets.~~

~~The~~ marketing, ~~information~~from ~~provided~~2000 to 2002. In this position, he was responsible for corporate finance and treasury operations activities. He served as Senior Vice President, Chief Financial Officer and Treasurer of PG&E Gas Transmission, a midstream natural gas and regulated natural gas pipeline company, from 1999 to 2000. Prior to 1999, he worked in various engineering and finance positions with companies in the power generation and ~~Introductory~~engineering ~~Note~~and construction industries. Mr. McParland’s broad experience in the oil and ~~Item~~gas 3industry, and specifically in the midstream sector, enable Mr.03 McParland to ~~this~~provide ~~Current~~a ~~Report~~valuable onand ~~Form~~unique ~~8-K~~perspective isto ~~incorporated~~the ~~herein~~board byon ~~reference~~a range of business and management matters.

~~Item~~The ~~3.01~~Partnership ~~Notice~~is not aware of ~~Delisting~~any arrangements or ~~Failure~~understandings between Messrs. Perkins and McParland and any other person pursuant to ~~Satisfy~~which athey ~~Continued~~were ~~Listing~~selected ~~Rule~~to their new positions with the Partnership GP. The Partnership is not aware of ~~Standard;~~any ~~Transfer~~transaction in which Messrs. Perkins or McParland has an interest requiring disclosure under Item 404(a) of Regulation ~~Listing~~S-K.

~~The~~Item ~~information~~5.03 ~~provided~~Amendments ~~in the Introductory Note~~ to ~~this~~Articles ~~Current~~of ~~Report~~Incorporation onor ~~Form~~Bylaws; ~~8-K~~Change isin ~~incorporated~~Fiscal ~~herein by reference~~Year.

~~On February 27, 2015, the Partnership notified the New York Stock Exchange (the “NYSE”) of the effectiveness of the Merger,~~The ~~pursuant~~information toprovided ~~which each common unit representing a limited partnership interest~~ in the ~~Partnership~~Introductory ~~(“Partnership~~Note ~~Units”) was converted into the right~~ to receive the Merger Consideration (as defined below). Trading of the Partnership Units on the NYSE was suspended before the opening of trading on March 2, 2015. In addition, on February 27, 2015, the Partnership requested that the NYSE file with the SEC an application on Form 25 to delist and deregister the Partnership Units under Section 12(b) of the Securities Exchange Act of 1934, as amended. The NYSE filed the Form 25 with the SEC on March 2, 2015. The information set forth under Item 3.03 of this Current Report on Form 8-K is incorporated ~~into~~herein ~~this Item 3.01~~ by reference.

On February 27, 2015, following the effective time of the Merger, the Partnership filed with the Secretary of State of the State of Delaware an Amended and Restated Certificate of Limited Partnership (the “Amended and Restated Certificate of Limited Partnership”) of Atlas Pipeline Partners, L.P., changing the name of the Partnership to “Targa Pipeline Partners LP”. A copy of the Amended and Restated Certificate of Limited Partnership is attached hereto as Exhibit 3.1 and is incorporated herein by reference. In addition, on February 27, 2015, following the effective time of the Merger, the limited partnership agreement (the “Amended and Restated Partnership Agreement”) of the Partnership was amended and restated. A copy of the Amended and Restated Partnership Agreement is attached hereto as Exhibit 3.2 and is incorporated herein by reference.

~~Item~~On February 27, 2015, following the effective time of the Merger, the Partnership GP filed with the Secretary of State of the State of Delaware an Amended and Restated Certificate of Formation (the “Amended and Restated Certificate of Formation”) of Atlas Pipeline Partners GP, LLC, changing the name of the Partnership GP to “Targa Pipeline Partners GP LLC”. A copy of the Amended and Restated Certificate of Formation is attached hereto as Exhibit 3.033 ~~Material~~and ~~Modification~~is toincorporated ~~Rights~~herein by reference. In addition, on February 27, 2015, following the effective time of ~~Security~~the ~~Holders~~Merger, the limited liability company agreement (the “Amended and Restated LLC Agreement”) of the Partnership GP was amended and restated. A copy of the Amended and Restated LLC Agreement is attached hereto as Exhibit 3.4 and is incorporated herein by reference.

~~The information provided in the Introductory Note and~~ Item 19.01 toFinancial ~~this~~Statements ~~Current~~and ~~Report on Form 8-K is incorporated herein by reference~~Exhibits.

~~Effective as of the closing of the Merger, each outstanding Partnership Unit~~ (~~other than units held by the Partnership, TRP or any wholly-owned subsidiary of either one~~d) ~~was~~Exhibits converted into the right to receive 0.5846 common units representing limited partnership interests in TRP (“TRP common units” and the “Unit Consideration”), and $1.26 in cash, without interest (the “Cash Consideration” and, together with the Unit Consideration, the “Merger Consideration”).

All outstanding Partnership equity awards, whether vested or unvested, were settled as follows.


Exhibit Number		Description

3.1		Amended and Restated Certificate of Limited Partnership of Atlas Pipeline Partners, L.P.

3.2		Third Amended and Restated Agreement of Limited Partnership of Targa Pipeline Partners LP, dated as of February 27, 2015

3.3		Amended and Restated Certificate of Formation of Atlas Pipeline Partners GP, LLC

3.4		Third Amended and Restated Limited Liability Company Agreement of Targa Pipeline Partners GP LLC, dated as of February 27, 2015

•3 Each outstanding Partnership phantom unit award held by an employee of Atlas Energy Group, LLC (“AEG”) became fully vested and was cancelled and converted into the right to receive the Merger Consideration in respect of each Partnership Unit underlying the Partnership phantom unit award.

•SIGNATURES Each outstanding Partnership phantom unit award held by an employee of the Partnership who became an employee of TRC following the closing of the Merger was cancelled and converted into the right to receive (1) the Cash Consideration in respect of each Partnership Unit underlying such Partnership phantom unit award and (2) a TRP phantom unit award with respect to a number of TRP common units equal to the product of the Unit Consideration multiplied by the number of Partnership Units underlying such Partnership phantom unit award.

~~Item~~Pursuant ~~5.01~~to ~~Changes~~the inrequirements ~~Control~~of the Securities Exchange Act of ~~Registrant~~1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

The information provided in the Introductory Note and Item 5.02 to this Current Report on Form 8-K is incorporated herein by reference.


	TARGA PIPELINE PARTNERS LP

	By:	Targa Pipeline Partners GP LLC, its general partner

March 5, 2015	By:	/s/ Patrick J. McDonie
		Patrick J. McDonie
		President

In4 connection with the Merger, TRP will pay a total of approximately $128 million in cash and issue approximately 58.6 million TRP common units to former unitholders and equity award holders of the Partnership, and will reserve approximately 629,231 TRP common units for issuance in respect of the Partnership equity awards replaced by TRP in the Merger. TRP’s source of funds for the Merger Consideration includes TRP common units and the proceeds of certain debt financings consummated by TRP.

~~Item~~INDEX ~~5.02~~TO ~~Departure~~EXHIBITS ~~of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.~~

In connection with the Merger, the officers (other than Patrick J. McDonie, Robert W. Karlovich, III and Gerald R. Shrader) and directors of the Partnership GP prior to the Merger ceased


Exhibit Number		Description

3.1		Amended and Restated Certificate of Limited Partnership of Atlas Pipeline Partners, L.P.

3.2		Third Amended and Restated Agreement of Limited Partnership of Targa Pipeline Partners LP, dated as of February 27, 2015

3.3		Amended and Restated Certificate of Formation of Atlas Pipeline Partners GP, LLC

3.4		Third Amended and Restated Limited Liability Company Agreement of Targa Pipeline Partners GP LLC, dated as of February 27, 2015

to serve as officers and directors of the Partnership GP.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
10.1		First Supplemental Indenture, dated as of January 29, 2015, by and among Atlas Pipeline Partners, L.P., Atlas Pipeline Finance Corporation, the Subsidiary Guarantors named therein and U.S. Bank National Association, as trustee
10.2		Third Supplemental Indenture, dated as of January 29, 2015, by and among Atlas Pipeline Partners, L.P., Atlas Pipeline Finance Corporation, the Subsidiary Guarantors named therein and U.S. Bank National Association, as trustee

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 thereunto duly authorized.

INDEX TO EXHIBITS

ExhibitNumber		Description
10.1		First Supplemental Indenture, dated as of January 29, 2015, by and among Atlas Pipeline Partners, L.P., Atlas Pipeline Finance Corporation, the Subsidiary Guarantors named therein and U.S. Bank National Association, as trustee
10.2		Third Supplemental Indenture, dated as of January 29, 2015, by and among Atlas Pipeline Partners, L.P., Atlas Pipeline Finance Corporation, the Subsidiary Guarantors named therein and U.S. Bank National Association, as trustee

ATLAS PIPELINE PARTNERS, L.P.

Atlas Pipeline Partners GP, LLC, its general partner

March 3, 2015

/s/ Patrick J. McDonie

Patrick J. McDonie

President of the General Partner

Filing Compare · Targa Pipeline Partners LP