Breitburn Energy Partners Files Resale Shelf Registration Statement on Behalf of Certain Existing Breitburn Unitholders

LOS ANGELES--(BUSINESS WIRE)--

Breitburn Energy Partners LP BBEP announced that, pursuant to its obligations under an agreement entered into in July in connection with the acquisition of QR Energy, LP (QRE), it filed a resale shelf registration statement on Form S-3 (Registration Statement) with the Securities and Exchange Commission (SEC) today. The Registration Statement deals solely with Breitburn units that were issued to certain prior unitholders of QRE in November at the closing of the QRE acquisition. Once declared effective, the Registration Statement will provide certain existing unitholders (Existing Unitholders) with an additional optional method for reselling their common units in the future should they choose. Under the agreement with QRE, the Existing Unitholders agreed that under no circumstances would they sell any of their common units prior to 120 days after the close of the QRE merger (i.e., March 19, 2015).

The Existing Unitholders received their common units covered by the Registration Statement in connection with Breitburn's acquisition of QRE on November 19, 2014. Breitburn is not a seller of common units under the Registration Statement and would not receive any proceeds from the sale of common units by the Existing Unitholders if a sale were to occur. No new Breitburn units are being issued or offered under the Registration Statement.

Cautionary Statement Regarding Effectiveness

Assuming that the SEC declares the Registration Statement to be effective, the Existing Unitholders may offer Breitburn common units to the public, if they choose, after March 19, 2015, under the Registration Statement. If the Existing Unitholders offer the common units through an underwritten offering, Breitburn will make a subsequent filing with the SEC setting forth the terms of the underwritten offering. Any offer to sell the common units, if and when such an offer is made, will be made pursuant to a prospectus or a prospectus supplement that will be issued with respect to any such offering.

The Registration Statement has been filed with the SEC, but is not yet effective. The securities registered under the Registration Statement may not be sold, nor may offers to buy be accepted, prior to the time the Registration Statement becomes effective. This press release is not intended to be and shall not constitute an offer to sell, or the solicitation of an offer to buy, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

About Breitburn Energy Partners LP

Breitburn Energy Partners LP is a publicly traded independent oil and gas master limited partnership focused on the acquisition, development, and production of oil and gas properties throughout the United States. Breitburn's producing and non-producing crude oil and natural gas reserves are located in the following seven producing areas: the Permian Basin, Michigan/Indiana/Kentucky, Ark-La-Tex, the Mid-continent, the Rockies, Florida, and California. See www.breitburn.com for more information.

Cautionary Statement Regarding Forward-Looking Information

This press release contains statements that Breitburn believes to be “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934. All statements other than historical facts, including, without limitation, statements regarding the expected benefits of the QR Energy acquisition to Breitburn and its unitholders, the expected future reserves, production, financial position, business strategy, revenues, earnings, costs, capital expenditures and debt levels of Breitburn, and plans and objectives of management for future operations, are forward-looking statements. When used in this press release, words such as “may,” “can,” “expect,” “intend,” “plan,” “estimate,” “anticipate,” “project,” “believe,” “will” or “should” or the negative thereof or variations thereon or similar terminology are generally intended to identify forward-looking statements. It is uncertain whether the events anticipated will transpire, or if they do occur what impact they will have on the results of operations and financial condition of Breitburn. Such forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in, or implied by, such statements.

These risks and uncertainties include, but are not limited to: Breitburn's ability to integrate successfully after completion of the transaction and achieve anticipated benefits from the transaction; risks relating to any unforeseen liabilities of Breitburn or QR Energy; declines in oil, NGL or natural gas prices; the level of success in exploitation, development and production activities; adverse weather conditions that may negatively impact development or production activities; the timing of exploitation and development expenditures; the ability to obtain sufficient quantities of CO₂ necessary to carry out enhanced oil recovery projects; inaccuracies of reserve estimates or assumptions underlying them; revisions to reserve estimates as a result of changes in commodity prices; impacts to financial statements as a result of impairment write-downs; risks related to level of indebtedness and periodic redeterminations of the borrowing base under Breitburn's credit agreement; ability to generate sufficient cash flows from operations to meet the internally funded portion of any capital expenditures budget; ability to obtain external capital to finance exploitation and development operations and acquisitions; federal, state and local initiatives and efforts relating to the regulation of hydraulic fracturing; the ability to successfully complete potential asset dispositions and the risks related thereto; the impacts of hedging on results of operations; failure of properties to yield oil or natural gas in commercially viable quantities; uninsured or underinsured losses resulting from oil and natural gas operations; inability to access oil and natural gas markets due to market conditions or operational impediments; the impact and costs of compliance with laws and regulations governing oil and gas operations; ability to replace oil and natural gas reserves; any loss of senior management or technical personnel; competition in the oil and natural gas industry; risks arising out of hedging transactions; and other risks described under the caption “Risk Factors” in Breitburn's and QR Energy's respective Annual Reports on Form 10-K for the period ended December 31, 2013. Breitburn assumes no obligation, and disclaims any duty, to update the forward-looking statements in this press release to reflect subsequent events or circumstances.

BBEP-IR