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ATP Oil & Gas Corp. (ATPG) Closes $35 Million Private Placement

|Includes: ATP Oil & Gas Corp. (ATPAQ)

ATP Oil & Gas announced that it has completed a private placement consisting of a $35 million unsecured convertible note, as well as a warrant to purchase shares of ATP common stock.

The note accrues interest at the rate of 8.0% per year, and matures December 20, 2013. Principal and interest are payable in four quarterly installments. ATP can choose to pay the installments in cash, shares of company's common stock, or a combination of the two.

The note can be converted at the discretion of the holder, in whole or in part, at any time into shares of ATP's common stock at the designated initial conversion price of $4.46 per share. Should ATP elect to pay installments in shares of common stock then the conversion price will be set at either the initial conversion price or 87% of the market price of the common stock installment payment date. The price will be set at the lesser of the two values.

The transaction also featured the issue of a warrant to the purchaser exercisable for up to 3,923,767 shares of ATP's common stock at an initial exercise price of $6.69 per share. If, on the eighteen-month anniversary of the closing date the exercise price of the warrant is greater than the then current market price of the common stock, then, subject to certain conditions, the exercise price will be reset to the market price on that date. The warrant has a term of 5.5 years and may be exercised by the holder in whole or in part at any time after the six-month anniversary of the date of issuance.

ATP intends to use the gross proceeds from the transaction of $35.0 million for working capital.

Please refer to ATP's Form 8-K filed on June 20, 2012 for a more complete description of the transaction.

KLR Group acted as the exclusive placement agent for the transaction.

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