BreitBurn Energy Partners L.P. to Acquire Oklahoma Panhandle Assets from Whiting Oil and Gas Corporation for Approximately $860

  BreitBurn Energy Partners L.P. to Acquire Oklahoma Panhandle Assets from
  Whiting Oil and Gas Corporation for Approximately $860 Million

Business Wire

LOS ANGELES -- June 24, 2013

BreitBurn Energy Partners L.P. (the "Partnership") (NASDAQ:BBEP) today
announced it has signed a definitive agreement with Whiting Oil and Gas
Corporation, a wholly-owned subsidiary of Whiting Petroleum Corporation
(NYSE:WLL), to acquire Whiting’s interests in the Postle and North East
Hardesty oil fields, along with associated midstream assets, located primarily
in the Oklahoma Panhandle, for approximately $860 million. In connection with
the execution of the definitive agreement, the Partnership deposited
approximately $86 million with Whiting, which will be credited toward the
purchase price due at closing. The acquisition is subject to customary closing
conditions and purchase price adjustments and is expected to close by July 31,
2013. The Partnership is acquiring additional interests in certain of the
acquired assets from other sellers for an additional $30.2 million.

Hal Washburn, BreitBurn's CEO, said, “We expect this acquisition to generate
significant accretion to our distributable cash flow per unit and create
long-term value for unitholders. These assets are an excellent fit for our
portfolio, with significant recoverable oil in place and a long horizon of
production visibility. We anticipate a decade or more of very low decline
production from these assets, which balances some of our more
development-focused acquisitions completed last year. With current production
from these properties comprised of 98% liquids, we expect our total net
liquids production to increase by over 100% from the fourth quarter of 2012 to
the fourth quarter of 2013 and exit 2013 with liquids comprising approximately
63% of our total net production. The acquisition is complementary to our
Permian Basin operations, and we expect that it will strengthen our technical
and exploitation capabilities and broaden our intellectual capital with
tertiary flood expertise that can potentially be applied to other BreitBurn

Operating Highlights of the Acquired Properties

  *Addition of approximately 7,400 Boe/day net production as of April 2013
    (approximately 87% oil and 11% NGLs).
  *Estimated reserve life index of approximately 13 years based on estimated
    proved reserves of approximately 35.0 MMBoe as of April 1, 2013.
  *Differential for oil is $8.00 per barrel below WTI and lifting costs are
    approximately $18.00 per Boe.
  *Control of midstream assets will enable integrated management of CO[2]
    compression, delivery and recycling as well as oil export via a wholly
    owned pipeline. These assets are strategically important, enhance the
    value of the acquired oil properties, and minimize reliance on third
    parties for CO[2] delivery and oil transportation.
  *Whiting will continue to operate the assets post-closing through October
    31, 2013, affording the Partnership the opportunity to transition and
    integrate its operation of the new assets.

Financial Highlights of the Transaction

  *Immediately accretive to distributable cash flow (“DCF”) per unit. The
    Partnership expects second half 2013 total DCF to range between
    approximately $135 million and $145 million.
  *The expected accretion to DCF per unit from this transaction will support
    the Partnership’s target annual distribution growth rate of 5% and
    strengthen DCF coverage ratio for the second half of 2013 and in future
  *At closing, Whiting will novate to the Partnership oil derivative
    contracts, with a counterparty that is a participant in the Partnership’s
    current credit facility, consisting of swaps to NYMEX WTI crude oil at the
    following notional volumes and prices:

Period                Swap Volume (Bbl/d)     Swap Price
4/1/13 – 12/31/13     6,100                   $98.50
1/1/14 – 12/31/14         5,500                       $94.75
1/1/15 – 12/31/15         5,000                       $94.75
1/1/16 – 3/31/16      4,400                   $93.50

  *The Partnership has a financing commitment to increase the borrowing base
    of its credit facility to $1.5 billion, with an elected commitment amount
    of $1.4 billion, at closing. The Partnership expects to fund the asset
    purchase price with borrowings under this amended credit facility.
  *At closing, the Partnership expects to have a pro forma total leverage
    ratio, equal to total debt divided by the last twelve months pro forma
    Adjusted EBITDA, of approximately 4.0-to-1.
  *To maximize financial flexibility, the Partnership’s amended credit
    facility will have a relaxed total leverage ratio covenant limitation for
    a period of five quarters following the transaction to allow for the
    gradual reduction of indebtedness from operating cash flow and
    opportunistic refinancing transactions. Specifically, the leverage ratio
    covenant limitation, defined as total debt divided by last twelve months
    pro forma Adjusted EBITDA, will be revised as follows

Quarterly    3Q’13    4Q’13    1Q’14    2Q’14    3Q’14    4Q’14
Total        4.00x    4.00x    4.00x    4.00x    4.00x    4.00x
Total        4.75x    4.75x    4.75x    4.50x    4.25x    4.00x

Second Half 2013 Guidance

In conjunction with the acquisition, BreitBurn is providing the following
second half 2013 guidance which assumes the closing of the pending acquisition
and the inclusion of the acquired assets as of August 1, 2013.

The following guidance is subject to all of the cautionary statements and
limitations described below and under the caption "Cautionary Statement
Regarding Forward-Looking Information." In addition, estimates for the
Partnership's future production volumes are based on, among other things,
assumptions of capital expenditure levels and the assumption that market
demand and prices for oil and gas will continue at levels that allow for
economic production of these products. The production, transportation and
marketing of oil and gas are extremely complex and are subject to disruption
due to transportation and processing availability, mechanical failure, human
error, weather, and numerous other factors, including the inability to obtain
expected supply of CO[2]. The Partnership's estimates are based on certain
other assumptions, such as well performance, which may actually prove to vary
significantly from those assumed. Operating costs, which include major
maintenance costs, vary in response to changes in prices of services and
materials used in the operation of our properties and the amount of
maintenance activity required. Operating costs, including taxes, utilities and
service company costs, move directionally with increases and decreases in
commodity prices, and we cannot fully predict such future commodity or
operating costs. Similarly, interest rates and price differentials are set by
the market and are not within our control. They can vary dramatically from
time to time. Capital expenditures are based on our current expectations as to
the level of capital expenditures that will be justified based upon the other
assumptions set forth below as well as expectations about other operating and
economic factors not set forth below. The guidance below does not constitute
any form of guarantee, assurance or promise that the matters indicated will
actually be achieved. Rather, the table simply sets forth our best estimate
today for these matters based upon our current expectations about the future
based upon both stated and unstated assumptions. Actual conditions and those
assumptions may, and probably will, change over the course of the year.

($ in 000s)                                    2H 2013 Guidance
Total Production (Mboe):                       5,950       -  6,350
Oil Production (Mbbls)                             3,350        -   3,550
NGL Production (Mbbls)                             300          -   340
Gas Production (MMcfe)                             13,800       -   14,760
December 2013 Exit Rate (boe/d)                    34,700       -   36,100
Average Price Differential %:
WTI Oil Price Differential %                       91       %   -   92       %
Brent Oil Price Differential %^(1)                 95       %   -   96       %
NGL Price Differential % (of WTI)                  34       %   -   35       %
Gas Price Differential %                           102      %   -   103      %
Operating Costs / BOE^(2)(3)                       $18.00       -   $20.00
Production / Property Taxes (% of                  7.25     %   -   7.75     %
oil/NGL/gas revenue)
G&A (Excl. Unit Based Compensation)                $19,000      -   $21,000
Cash Interest Expense^(4)                          $43,000      -   $45,000
Adjusted EBITDA^(5)                                $235,000     -   $245,000
Capital Expenditures^(6):
Maintenance Capital                                $55,000
Growth Capital                                 $95,000    -  $105,000 

(1)  Approximately 25% of oil production is expected to be sold based on
      Brent pricing.
      Operating Costs include lease operating costs, processing fees, district
      expense and transportation expense. Expected transportation expense
(2)   totals approximately $3.5 million in 2H 2013, largely attributable to
      our Florida production. Excluding transportation expense, our estimated
      operating costs range per boe is approximately $17.42 - $19.42.
      Operating Costs are based on flat $95 per barrel WTI crude oil, $100 per
(3)   barrel Brent crude oil, and $4.00 per mcfe natural gas price levels for
      2H 2013. Operating costs generally move with commodity prices but do not
      typically increase or decrease as rapidly as commodity prices.
      The Partnership typically borrows on a 1-month LIBOR basis, plus an
(4)   applicable spread. Estimated cash interest expense assumes a 1-month
      LIBOR rate of 0.3%.
      Assuming the high and low range of our guidance, Adjusted EBITDA is
      expected to range between $245 million and $235 million, and is
      comprised of estimated net income (before non-cash unit based
      compensation) between $64 million and $52 million, plus unrealized loss
      on commodity derivative instruments of $18 million, plus DD&A of $120
      million, plus interest expense between $43 million (high end of Adjusted
(5)   EBITDA) and $45 million (low end of Adjusted EBITDA). Estimated 2H 2013
      net income is based on oil prices of $95 per barrel for WTI crude oil,
      $100 per barrel Brent crude oil, and $4.00 per mcfe for natural gas.
      Consequently, differences between actual and forecast prices could
      result in changes to unrealized gains or losses on commodity derivative
      instruments, DD&A, including potential impairments of long-lived assets,
      and ultimately, net income.
      Total capital expenditures for 2H 2013 excludes capital expenditures for
      additional acquisitions as well as technology capital spending of
(6)   approximately $1.5 million. Maintenance capital is defined as the
      estimated amount of investment in capital projects and obligatory
      spending on existing facilities and operations needed to hold production
      approximately constant for the period.

Conference Call

The Partnership will host an investor conference call to discuss the details
of the acquisition today at 10:30am Pacific Time. Management will speak to
slides that will be available prior to the start of the call from the
BreitBurn website at Investors may access
the conference call over the Internet via the Investor Relations tab of the
Partnership's website (, or via telephone by dialing
+1-888-417-8516 (international callers dial +1-719-325-2494) a few minutes
prior to register. Those listening via the Internet should go to the site 15
minutes early to register, download and install any necessary audio software.
In addition, a replay of the call will be available through July 8, 2013 by
dialing 877-870-5176 (international callers dial +1-858-384-5517) and entering
replay PIN 7863201, or by going to the Investor Relations tab of the
Partnership's website ( The Partnership will take live
questions from securities analysts and institutional portfolio managers; the
complete call is open to all other interested parties on a listen-only basis.

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, California, Texas, Florida, Indiana and Kentucky. See for more information.

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
“expected,” “anticipated,” “guidance,” “plans,” “estimated,” “future,”
“believe,” “potential,” “will be” 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 ability to complete the acquisition of the Whiting and related
assets on the agreed terms and expected schedule; 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, our ability to obtain sufficient
quantities of CO[2] necessary to carry out our enhanced oil recovery projects,
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.

Estimated Proved Reserves

Reserve engineering is a complex and subjective process of estimating
underground accumulations of oil and natural gas that cannot be measured in an
exact way and the accuracy of any reserve estimate is a function of the
quality of available data and of engineering and geological interpretation and
judgment. As a result, estimates prepared by one engineer may vary from those
prepared by another. The estimate of reserves contained in this press release
was internally prepared based on information available through the acquisition
process. Estimates of proved reserves for our oil and gas properties for year
end 2013 will be prepared by independent reserve engineers using the
information available at that time. Upon completion of such a review, our
independent engineers’ estimate of these proved reserves as of December 31,
2013 could be materially different from our management’s estimates of such
reserves as described above.



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