November 13, 2013

BreitBurn Energy Partners L.P. Announces Pricing of Public Offering of 16,500,000 Common Units

LOS ANGELES--(BUSINESS WIRE)-- BreitBurn Energy Partners L.P. (the "Partnership") (NASDAQ:BBEP) announced today the pricing of its public offering of 16,500,000 common units representing limited partner interests in the Partnership ("Common Units") at a price to the public of $18.22 per unit. The Partnership has granted to the underwriters a 30-day option to purchase up to an additional 2,475,000 Common Units. The Common Units offering is expected to close on November 18, 2013, subject to customary closing conditions.

The Partnership expects to receive net proceeds of approximately $289.7 million (or approximately $333.2 million if the underwriters exercise their option to purchase an additional 2,475,000 Common Units) from the offering and intends to use the net proceeds to repay indebtedness outstanding under its bank credit facility.

Citigroup, Barclays, Morgan Stanley, Raymond James, RBC Capital Markets, UBS Investment Bank, Wells Fargo Securities, BofA Merrill Lynch and J.P. Morgan will act as joint book-running managers of the Common Units offering. A copy of the prospectus supplement and accompanying base prospectus relating to the Common Units offering may be obtained from:

Citigroup
c/o Broadridge Financial Solutions
1155 Long Island Avenue
Edgewood, New York 11717
Phone: (800) 831-9146

batprospectusdept@citi.com

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

barclaysprospectus@broadridge.com

 
Morgan Stanley
Attn: Prospectus Department
180 Varick Street, 2nd Floor
New York, New York 10014
 
Raymond James
880 Carillon Parkway
St. Petersburg, Florida 33716
Phone: (800) 248-8863

prospectus@raymondjames.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) 827-7275
 
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
New York, New York 10038

dg.prospectus_requests@baml.com

 
J.P. Morgan
Attn: Broadridge Financial Solutions
1155 Long Island Avenue
Edgewood, New York 11717
Phone: (866) 803-9204
 

An electronic copy of the 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 a 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, as amended, 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 master 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, Oklahoma, California, Texas, Florida, 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 "believes, "expect," "future," "impact," "guidance," "will be," "will commence," 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 and other sources of liquidity to execute our business plan, prices and demand for natural gas and oil, increases in operating costs, uncertainties inherent in estimating our reserves and production, 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, risks relating to our acquisitions, 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, and if applicable, 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

BreitBurn Energy Partners L.P.
Investor Relations Contacts:
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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