Breitburn Energy Partners LP
Nov 28, 2017

Breitburn Energy Partners LP Reaches Agreement in Principle Regarding Amended Plan of Reorganization

LOS ANGELES--(BUSINESS WIRE)-- Breitburn Energy Partners LP ("Breitburn") and its affiliates, as debtors and debtors in possession (collectively, the "Debtors"), today announced that they have reached an agreement in principle (the "Agreement in Principle") with their key creditor constituencies with respect to an amended plan of reorganization and restructuring. The Agreement in Principle has the support of certain lenders under the Debtors' prepetition revolving credit facility (the "RBL Lenders"), certain holders of the Debtors' 9.25% Senior Secured Second Lien Notes (the "Second Lien Group"), certain holders of the Debtors' 7.785% Senior Notes due 2022 and 8.625% Senior Notes due 2020 (the "Senior Unsecured Notes") that collectively hold approximately 68% of the outstanding principal amount of the Senior Unsecured Notes (the "Ad Hoc Senior Notes Groups"), and the Official Committee of Unsecured Creditors (the "Creditors' Committee") appointed in the Debtors' chapter 11 cases pending in the United States Bankruptcy Court for the Southern District of New York (the "Bankruptcy Court"). As a result of the Agreement in Principle, the Creditors' Committee has agreed to withdraw its opposition to the plan of reorganization previously filed by the Debtors and to support an amended plan of reorganization to be filed that will incorporate the terms and provisions of the Agreement in Principle (the "Amended Plan").

The Amended Plan is premised on the division of the Debtors' assets and existing businesses into two separate entities upon the occurrence of the effective date of the Amended Plan (the "Plan Effective Date"): (a) a newly-formed limited liability company ("LegacyCo") that will own all of the Debtors' assets other than certain assets located in the Permian Basin (such assets, the "Permian Assets"); and (b) a newly-formed corporation ("New Permian Corp.") that will acquire all of the equity of a newly-formed limited liability company that will own the Permian Assets. New Permian Corp. will also own 7.5% of the equity of LegacyCo.

Certain principal terms of the Agreement in Principle are outlined below:

Accordingly, upon consummation and implementation of the Amended Plan, 92.5% of the equity of LegacyCo (the post-emergence owner of the Debtors' assets other than the Permian Assets) will be distributed to the holders of the Second Lien Notes, subject to dilution by any management incentive plan adopted by LegacyCo's board of directors. In addition, as stated above, the Permian Assets will be owned by New Permian Corp., which will also own 7.5% of the equity of LegacyCo, subject to dilution by any management incentive plan adopted by LegacyCo's board of directors.

The Agreement in Principle is subject to the execution and delivery of definitive documents, and the filing of the Amended Plan. Implementation of the Amended Plan is subject to confirmation by the Bankruptcy Court in accordance with the requirements of the United States Bankruptcy Code.

Cautionary Statement Regarding Forward-Looking Information

This press release contains forward-looking statements that relate to future results and events that are not facts and constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on Breitburn's current expectations, estimates and assumptions and, as such, involve certain risks and uncertainties. The ability of Breitburn to predict results or the actual effects of its plans and strategies is subject to inherent uncertainty. Actual results and events in future periods may differ materially from those expressed or implied by these forward-looking statements because of a number of risks, uncertainties and other factors. All statements other than statements of historical fact, including statements containing the words "intends," "believes," "expects," "will be," and similar expressions, are statements that could be deemed to be forward-looking statements. In addition, the forward-looking statements represent Breitburn's views as of the date as of which they were made. Breitburn anticipates that subsequent events and developments may cause its views to change. However, although Breitburn may elect to update these forward-looking statements at some point in the future, it specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing Breitburn's views as of any date subsequent to the date hereof.

BBEP-IR

Breitburn Energy Partners LP
Antonio D'Amico
Vice President, Investor Relations & Government Affairs
(213) 225-0390

Source: Breitburn Energy Partners LP

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