BreitBurn Energy Partners L.P. Completes Acquisition of Oklahoma Panhandle Assets from Whiting Oil and Gas Corporation

  BreitBurn Energy Partners L.P. Completes Acquisition of Oklahoma Panhandle
  Assets from Whiting Oil and Gas Corporation

Business Wire

LOS ANGELES -- July 15, 2013

BreitBurn Energy Partners L.P. (the "Partnership") (NASDAQ:BBEP) announced
today that it has completed the acquisition of oil properties and associated
midstream assets in the Oklahoma Panhandle from Whiting Oil and Gas
Corporation, a wholly-owned subsidiary of Whiting Petroleum Corporation
(NYSE:WLL), for a preliminary adjusted purchase price of approximately $846
million, including the approximately $86 million deposit previously paid. The
preliminary purchase price adjustments are interim adjustments; the final
adjusted purchase price will be determined post-closing, subject to customary
post-closing adjustments. The purchase was made pursuant to a definitive
agreement previously announced on June 24, 2013. The Partnership also
completed the previously announced acquisitions of additional interests in
certain of the acquired assets from other sellers for an additional $30

Hal Washburn, BreitBurn's CEO, said, “We are pleased to announce the closing
of this excellent acquisition which demonstrates our continued commitment to
supplement our organic growth with strategic acquisitions. We expect this
transaction to deliver meaningful accretion to our distributable cash flow per
unit and create solid long-term value for unitholders. It also bolsters our
growing platform of assets, personnel, and technical capabilities in the
Mid-Continent and Permian Basin and positions us to take advantage of what we
believe to be great opportunities for further expansion in those regions. We
look forward to building upon Whiting’s success and producing a steady stream
of oil from these fields for many years to come.”

As planned, the Partnership used borrowings under its newly amended and
expanded credit facility to fund the transaction. Including the total
consideration for this acquisition, the Partnership has approximately $1.05
billion in borrowings outstanding under its amended credit facility which has
a total borrowing capacity of $1.40 billion, leaving the Partnership with net
additional borrowing capacity of approximately $350 million. Under the terms
of its amended credit facility, the Partnership expects to have a total
leverage ratio of approximately 4.0-to-1 following closing. For the next three
quarters, the total leverage ratio permitted under the Partnership’s amended
credit facility will be 4.75-to-1, assuming no refinancing. The Partnership’s
credit facility was designed to accommodate the size of this acquisition while
providing flexibility for the orderly reduction of bank indebtedness through a
variety of opportunistic refinancing transactions.

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, Oklahoma, 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
“will be determined,” “excellent,” “expects,” “meaningful accretion,” “solid
long-term value,” “positions us,” “take advantage,” “great opportunities,”
“further expansion,” “look forward to building,” “producing,” “next three
quarters,” “orderly reduction,” “future,” “believe,” “potential,” 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 efficiently integrate
the Whiting and other related assets; 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.



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