BreitBurn Energy Partners L.P. Announces Pricing of an Upsized Public Add-On Offering of $400 Million of Senior Notes Due 2022

  BreitBurn Energy Partners L.P. Announces Pricing of an Upsized Public Add-On
  Offering of $400 Million of Senior Notes Due 2022

Business Wire

LOS ANGELES -- November 19, 2013

BreitBurn Energy Partners L.P. (the “Partnership”) (NASDAQ:BBEP) announced
today that it has priced an offering of an additional $400 million aggregate
principal amount of its 7.875% Senior Notes due 2022 (the “Additional Notes”).
The offering was upsized to $400 million from the previously announced amount
of $300 million. The Additional Notes are being offered as additional notes to
the Partnership’s existing $450 million in aggregate principal amount of
7.875% Senior Notes due 2022 (the “Existing Notes”). The Additional Notes will
have identical terms, other than the issue date and initial interest payment
date, and will constitute part of the same series as and be fungible with the
Existing Notes. The Additional Notes will be issued at a price equal to
100.250% of the principal amount thereof, resulting in a yield to worst of
7.823%. The Partnership intends to use the net proceeds from the offering of
approximately $393.4 million, after expenses, to repay indebtedness
outstanding under its bank credit facility. The Partnership expects to close
the sale of the Additional Notes on November 22, 2013, subject to the
satisfaction of customary closing conditions.

Wells Fargo Securities, LLC, Barclays Capital Inc., BMO Capital Markets Corp.,
J.P. Morgan Securities LLC and Mitsubishi UFJ Securities (USA), Inc. will act
as joint book-running managers of the Additional Notes offering. When
available, a copy of the prospectus supplement and accompanying base
prospectus relating to the Additional Notes offering may be obtained from:

Wells Fargo Securities, LLC
Attn: Client Support
550 South Tryon Street, 7th Floor MAC D1086-070
Charlotte, NC 28202
Phone: (800) 326-5897

Barclays Capital Inc.
c/o Broadridge Financial Solutions
1155 Long Island Avenue
Edgewood, NY 11717
Phone: (888) 603-5847

BMO Capital Markets Corp.
3 Times Square, 28^th Floor
New York, NY 10036
Attention: Syndicate Desk
Phone: (800) 414-3627

J.P. Morgan Securities LLC
383 Madison Avenue, 3rd Floor
New York, NY 10179
Attention: Syndicate Desk
Phone: (800) 245-8812

Mitsubishi UFJ Securities (USA), Inc.
1633 Broadway, 29th Floor
New York, NY 10019
Attention: Capital Markets Group
Phone: (877) 649-6848

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

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.



BreitBurn Energy Partners L.P.
Investor Relations Contacts:
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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