UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. )*

ATLAS PIPELINE HOLDINGS, L.P.
(Name of Issuer)
Common Units Representing Limited Partnership Interests
(Title of Class of Securities)
04939R108
(CUSIP Number)
February 10, 2011
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

      o  Rule 13d-1(b)

      þ  Rule 13d-1(c)

      o  Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications:
Janice V. Sharry, Esq.
Haynes and Boone, LLP
2323 Victory Avenue, Suite 700
Dallas, Texas 75219-7673
(214) 651-5562
 
 

 

                     
CUSIP No.
 
04939R108 
 

 

           
1   NAMES OF REPORTING PERSONS
MSD Capital, L.P.
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)    o
  (b)    þ
     
3   SEC USE ONLY
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Delaware
       
  5   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   4,000,000
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH: 8   SHARED DISPOSITIVE POWER
     
    4,000,000
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  4,000,000
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  7.8% 1
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  PN
1 Based upon 51,083,088 common units outstanding, including 27,703,704 common units outstanding as of November 3, 2010, as disclosed on Form 10-Q filed with the U.S. Securities and Exchange Commission on November 9, 2010, and 23,379,384 common units issued on February 18, 2011 in connection with the Transaction Agreement, by and among Atlas Energy, Inc., Atlas Energy Resources, LLC, Atlas Pipeline Holdings, L.P. and Atlas Pipeline Holdings GP, LLC, dated as of November 8, 2010.

 

                     
CUSIP No.
 
04939R108 
 

 

           
1   NAMES OF REPORTING PERSONS
MSD Energy Investments, L.P.
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)    o
  (b)    þ
     
3   SEC USE ONLY
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Delaware
       
  5   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   4,000,000
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH: 8   SHARED DISPOSITIVE POWER
     
    4,000,000
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  4,000,000
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  7.8% 2
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  PN
2 Based upon 51,083,088 common units outstanding, including 27,703,704 common units outstanding as of November 3, 2010, as disclosed on Form 10-Q filed with the U.S. Securities and Exchange Commission on November 9, 2010, and 23,379,384 common units issued on February 18, 2011 in connection with the Transaction Agreement, by and among Atlas Energy, Inc., Atlas Energy Resources, LLC, Atlas Pipeline Holdings, L.P. and Atlas Pipeline Holdings GP, LLC, dated as of November 8, 2010.

 

                     
CUSIP No.
 
04939R108 
 

 

           
1   NAMES OF REPORTING PERSONS
Michael S. Dell
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)    o
  (b)    þ
     
3   SEC USE ONLY
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  United States
       
  5   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   4,000,000
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH: 8   SHARED DISPOSITIVE POWER
     
    4,000,000
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  4,000,000
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  7.8% 3
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  IN
3 Based upon 51,083,088 common units outstanding, including 27,703,704 common units outstanding as of November 3, 2010, as disclosed on Form 10-Q filed with the U.S. Securities and Exchange Commission on November 9, 2010, and 23,379,384 common units issued on February 18, 2011 in connection with the Transaction Agreement, by and among Atlas Energy, Inc., Atlas Energy Resources, LLC, Atlas Pipeline Holdings, L.P. and Atlas Pipeline Holdings GP, LLC, dated as of November 8, 2010.

 

Item 1.
  (a)  
Name of Issuer
 
     
ATLAS PIPELINE HOLDINGS, L.P.
 
  (b)  
Address of Issuer’s Principal Executive Offices
 
     
Westpointe Corporate Center One, 1550 Coraopolis Heights Road, Moon Township, Pennsylvania 15108
 
Item 2.
  (a)  
Name of Person Filing
This statement is jointly filed by and on behalf of each of MSD Capital, L.P., MSD Energy Investments, L.P. and Michael S. Dell. MSD Energy Investments is the record and direct beneficial owner of the securities covered by this statement. MSD Capital is the general partner of, and may be deemed to beneficially own securities owned by, MSD Energy Investments. MSD Capital Management LLC is the general partner of, and may be deemed to beneficially own securities owned by, MSD Capital. Michael S. Dell is the controlling member of, and may be deemed to beneficially own securities owned by, MSD Capital Management. Each reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this statement.
  (b)  
Address of Principal Business Office or, if none, Residence
The address of the principal business office of each reporting person is c/o MSD Capital, L.P., 645 Fifth Avenue, 21st Floor, New York, New York 10022.
  (c)  
Citizenship
 
     
See Item 4 on the cover page(s) hereto.
 
  (d)  
Title of Class of Securities
 
     
Common Units Representing Limited Partnership Interests
 
  (e)  
CUSIP Number
 
     
04939R108
 

 

 

 

Item 3.  
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is:
  (a) o
A Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);
 
  (b) o
A Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
 
  (c) o
An insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);
 
  (d) o
An investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
 
  (e) o
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
 
  (f) o
An employee benefit plan or endowment fund in accordance with §240.13d- 1(b)(1)(ii)(F);
 
  (g) o
A parent holding company or control person in accordance with §240.13d- 1(b)(1)(ii)(G);
 
  (h) o
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
 
  (i) o
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
 
  (j) o
A non-U.S. institution in accordance with §240.13d—1(b)(1)(ii)(J);
 
  (k) o
A group, in accordance with §240.13d-1(b)(1)(ii)(K).
 
Item 4.  
Ownership.
  (a)  
Amount beneficially owned: See Item 9 on the cover page(s) hereto.
 
  (b)  
Percent of class: See Item 11 on the cover page(s) hereto.
 
  (c)  
Number of shares as to which such person has:
  (i)  
Sole power to vote or to direct the vote: See Item 5 on the cover page(s) hereto.
 
  (ii)  
Shared power to vote or to direct the vote: See Item 6 on the cover page(s) hereto.
 
  (iii)  
Sole power to dispose or to direct the disposition of: See Item 7 on the cover page(s) hereto.
 
  (iv)  
Shared power to dispose or to direct the disposition of: See Item 8 on the cover page(s) hereto.
 
Item 5.  
Ownership of 5% or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o .
 

 

 

 

Item 6.  
Ownership of More than 5 Percent on Behalf of Another Person
Not Applicable
 
Item 7.  
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
 
Item 8.  
Identification and Classification of Members of the Group
Not Applicable
 
Item 9.  
Notice of Dissolution of Group
Not Applicable
 
Item 10.  
Certifications
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
 

 

 

 

SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
         
Date: February 22, 2011   MSD CAPITAL, L.P.
  		 
  By:  
Its: 		MSD Capital Management LLC
General Partner
  		 
  By:   /s/ Marc R. Lisker    
  Name:  Marc R. Lisker   
  Title:  Manager and General Counsel   
 
  MSD ENERGY INVESTMENTS, L.P.
  		 
  By:  
Its: 		MSD Capital, L.P.
General Partner
  		 
  By:  
Its: 		MSD Capital Management LLC
General Partner
  		 
  By:   /s/ Marc R. Lisker    
  Name:  Marc R. Lisker   
  Title:  Manager and General Counsel   
 
  MICHAEL S. DELL
  		 
  By:   /s/ Marc R. Lisker    
  Name:  Marc R. Lisker   
  Title:  Attorney-in-Fact   

 

 

 

         
EXHIBIT INDEX
     
Exhibit   Description of Exhibit
 
   
24.1
  Power of Attorney (filed herewith)
 
   
99.1
  Joint Filing Agreement (filed herewith)

 

 

         
EXHIBIT 24.1
POWER OF ATTORNEY
February 22, 2011
Know all men by these presents, that Michael S. Dell hereby constitutes and appoints Marc R. Lisker, as the true and lawful attorney-in-fact and agent of such party with full power and authority and full power of substitution and resubstitution, for, in the name of, and on behalf of such party, place and stead, in any and all capacities, (i) to execute any and all filings required by such party under Section 13 or Section 16 of the Exchange Act (or any similar rule with respect to foreign exchanges) or any rule or regulation thereunder (including any amendment, supplement, and/or exhibit thereto), for, in the name of, and on behalf of such party, (ii) to do and perform any and all acts for, in the name of, and on behalf of such party which said attorney-in-fact determines may be necessary or appropriate to complete and execute any and all such filings, amendments, supplements, and/or exhibits, and any and all other document(s) in connection therewith, (iii) to file such filings, amendments, supplements, exhibits, and/or documents with any governmental office or agency, whether U.S., foreign, state or local government (including, without limitation, the U.S. Securities and Exchange Commission and state securities administrators or commissions), or any stock exchange or stock quotation system (including, without limitation, the New York Stock Exchange), as may be required under applicable laws or rules and regulations of any stock exchange or stock quotation system, and (iv) to perform any and all other acts that said attorney-in-fact or agent determines may be necessary or appropriate in connection with the foregoing that may be in the best interest of or legally required by such party, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as such party might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof. Michael S. Dell hereby acknowledges that the foregoing attorney-in-fact and agent in serving in such capacity at the request of such party, is not assuming any of the responsibilities of such party to comply with Section 16 or Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder.
IN WITNESS WHEREOF, Michael S. Dell has caused this agreement to be executed and effective as of the date first written above.
         
Date: February 22, 2011   MICHAEL S. DELL
  		 
  By:   /s/ Michael S. Dell    
  Name:   Michael S. Dell   
       
 

 

 

EXHIBIT 99.1
JOINT FILING AGREEMENT
February 22, 2011
Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange), and further agrees to the filing, furnishing, and/or incorporation by reference of this agreement as an exhibit thereto. This agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.
IN WITNESS WHEREOF, each party hereto, being duly authorized, has caused this agreement to be executed and effective as of the date first written above.
         
Date: February 22, 2011   MSD CAPITAL, L.P.
  		 
  By:  
Its: 		MSD Capital Management LLC
General Partner
  		 
  By:   /s/ Marc R. Lisker    
  Name:  Marc R. Lisker   
  Title:  Manager and General Counsel   
 
  MSD ENERGY INVESTMENTS, L.P.
  		 
  By:  
Its: 		MSD Capital, L.P.
General Partner
  		 
  By:  
Its: 		MSD Capital Management LLC
General Partner
  		 
  By:   /s/ Marc R. Lisker    
  Name:  Marc R. Lisker   
  Title:  Manager and General Counsel   
 
  MICHAEL S. DELL
  		 
  By:   /s/ Marc R. Lisker    
  Name:  Marc R. Lisker   
  Title:  Attorney-in-Fact