BreitBurn Energy Partners L.P. Announces Pricing of Public Offering of 10,000,000 Common Units

LOS ANGELES--(BUSINESS WIRE)-- BreitBurn Energy Partners L.P. (the "Partnership") (NASDAQ:BBEP) announced today the pricing of its public offering of 10,000,000 common units representing limited partner interests at a price to the public of $18.51 per unit. The Partnership has granted to the underwriters a 30-day option to purchase up to an additional 1,500,000 common units from the Partnership. The offering is expected to close on September 11, 2012, subject to customary closing conditions.

The Partnership expects to receive net proceeds of approximately $177.6 million (or approximately $204.2 million if the underwriters exercise their option to purchase an additional 1,500,000 common units) from the offering and intends to use the proceeds to reduce borrowings under its bank credit facility.

Wells Fargo Securities, BofA Merrill Lynch, Barclays, Citigroup, RBC Capital Markets and UBS Investment Bank acted as joint book-running managers of the offering. The offering is being made by means of a prospectus supplement and accompanying prospectus. A copy of the prospectus supplement and accompanying prospectus relating to the offering may be obtained from:

Wells Fargo Securities
Attn: Equity Syndicate Dept.
375 Park Avenue
New York, New York 10152
Phone: (800) 326-5897
cmclientsupport@wellsfargo.com

BofA Merrill Lynch
Attn: Prospectus Department
222 Broadway, 7th Floor
New York, New York 10038
dg.prospectus_requests@baml.com

Barclays
c/o Broadridge Financial Solutions
1155 Long Island Avenue
Edgewood, New York 11717
Phone: (888) 603-5847
barclaysprospectus@broadridge.com

Citigroup
Attn: Prospectus Department
Brooklyn Army Terminal
140 58th Street, 8th Floor
Brooklyn, New York 11220
Phone: (800) 831-9146
batprospectusdept@citi.com

RBC Capital Markets
Three World Financial Center
200 Vesey Street, 8th Floor
New York, New York 10281-8098
Attention: Equity Syndicate
Phone: (877) 822-4089

UBS Investment Bank
Attn: Prospectus Dept.
299 Park Avenue
New York, New York 10171
Phone: (888) 827-6444

An electronic copy of the preliminary prospectus supplement and accompanying base prospectus may also be obtained at no charge at the Securities and Exchange Commission's website at www.sec.gov.

This press release does not constitute an offer to sell or the solicitation of an offer to buy the securities described herein, nor shall there be any sale of these securities in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The offering may be made only by means of a prospectus and prospectus supplement meeting the requirements of Section 10 of the Securities Act of 1933, as amended. The offering will be made pursuant to an effective shelf registration statement, which was previously filed by the Partnership with the Securities and Exchange Commission, and a prospectus supplement and accompanying prospectus, which will be filed by the Partnership with the Securities and Exchange Commission.

About BreitBurn Energy Partners L.P.

BreitBurn Energy Partners L.P. is a publicly traded independent oil and gas limited partnership focused on the acquisition, exploitation, development and production of oil and gas properties. The Partnership's producing and non-producing crude oil and natural gas reserves are located in Michigan, Wyoming, California, Florida, Texas, Indiana and Kentucky.

Cautionary Statement Regarding Forward-Looking Information

This press release contains forward-looking statements relating to the Partnership's operations that are based on management's current expectations, estimates and projections about its operations. Words and phrases such as "intends," "to be offered," and variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and other factors, some of which are beyond our control and are difficult to predict. These include risks relating to the Partnership's financial performance and results, availability of sufficient cash flow to execute our business plan, our level of indebtedness, a significant reduction in the borrowing base under our bank credit facility, our ability to raise capital, prices and demand for natural gas and oil, our ability to replace reserves and efficiently develop our current reserves, political and regulatory developments relating to taxes, derivatives and our oil and gas operations, and the factors set forth under the heading "Risk Factors" incorporated by reference from our Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 29, 2012, our Quarterly Reports on Form 10-Q, and our Current Reports on Form 8-K. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. The reader should not place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Unless legally required, the Partnership undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Unpredictable or unknown factors not discussed herein also could have material adverse effects on forward-looking statements.

BBEP-IR

Investor Relations Contacts:
BreitBurn Energy Partners L.P.
James G. Jackson
Executive Vice President and Chief Financial Officer
(213) 225-5900 x273
or
Jessica Tang
Investor Relations
(213) 225-5900 x210

Source: BreitBurn Energy Partners L.P.

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