8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)

February 2, 2012 (February 2, 2012)

BREITBURN ENERGY PARTNERS L.P.

(Exact name of Registrant as specified in its charter)

Delaware	001-33055	74-3169953
(State or other jurisdiction of	(Commission	(I.R.S. Employer
incorporation or organization)	File Number)	Identification No.)

515 South Flower Street, Suite 4800

Los Angeles, CA 90071

(Address of principal executive office)

(213) 225-5900

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 7.01 Regulation FD Disclosure.

On February 2, 2012, BreitBurn Energy Partners L.P. (the “Partnership”) announced that that it had commenced a registered underwritten public offering of 8,000,000 common units representing limited partner interests in the Partnership (“Common Units”). The Partnership intends to use the net proceeds from the proposed offering to reduce borrowings under its bank credit facility. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Current Report, including Exhibit 99.1, is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended.

ITEM 8.01 Other Events.

In connection with the commencement of the offering of Common Units on February 2, 2012, the Partnership is providing the following updated disclosures with respect to the Partnership’s estimated proved reserves as of December 31, 2011, production and average daily production for 2011, hedging as of December 31, 2011 and its expected 2012 capital program.

Reserves and Production

The Partnership’s assets are characterized by stable, long-lived production and reserve life indexes averaging greater than 18 years.

As of December 31, 2011, the Partnership’s total estimated proved reserves were 151.1 MMBoe, of which approximately 65% were natural gas and 35% were crude oil. As of December 31, 2011, approximately 87% of the Partnership’s estimated proved reserves were classified as proved developed. Of the Partnership’s total estimated proved reserves, 49% were located in Michigan, 29% in Wyoming, 14% in California and 7% in Florida, with the remaining 1% in Indiana and Kentucky. As of December 31, 2011, the total standardized measure of discounted future net cash flows was $1,659 million.

For the year ended December 31, 2011, on a net production basis, the Partnership operated approximately 87% of its production.

The following table summarizes estimated proved reserves and production for the Partnership’s properties by state:

								Year Ended
	As of December 31, 2011							December 31, 2011
			Percent of			Estimated
	Estimated		Total			Proved				Average
	Proved		Estimated			Developed				Daily
	Reserves		Proved			Reserves		Production		Production
	(MMBoe) (a)		Reserves			(MMBoe)		(MBoe) (b)		(Boe/d) (b)
Michigan		74.8		49.5	%		68.6		3,772		10,336
Wyoming		44.4		29.4	%		31.5		1,222		6,951
California		20.6		13.7	%		20.1		1,168		3,200
Florida		9.9		6.5	%		9.9		663		1,815
Indiana/Kentucky		1.4		0.9	%		1.4		212		582
Total		151.1		100	%		131.5		7,037		22,884

(a) The Partnership’s estimated proved reserves were determined using $4.12 per MMBtu for gas, $95.97 per Bbl of oil for Michigan, California and Florida and $76.79 per Bbl of oil for Wyoming.

(b) On July 28, 2011, the Partnership completed the acquisition of crude oil properties in the Greasewood Field in Niobrara County, Wyoming. On October 6, 2011, the Partnership completed the acquisition of oil and gas properties located primarily in the Evanston and Green River Basins in southwestern Wyoming for $283 million in cash, subject to ordinary adjustments. The production amounts in the table include production from these oil and gas properties from their respective dates of acquisition.

Estimates of the Partnership’s proved reserves were prepared by Netherland, Sewell & Associates, Inc. and Schlumberger Technology Corporation, independent petroleum engineering firms. Netherland, Sewell & Associates, Inc. prepares reserve data for our California, Wyoming and Florida properties, and Schlumberger Technology Corporation prepares reserve data for our Michigan, Kentucky and Indiana properties.

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Hedging

The Partnership uses a combination of fixed price swap and option arrangements to hedge crude oil and natural gas prices. By removing the price volatility from a significant portion of the Partnership’s crude oil and natural gas production, the Partnership has mitigated, but not eliminated, the potential effects of changing crude oil and natural gas prices on its cash flow from operations for the hedged periods.

The following table summarizes the Partnership’s hedge positions as of December 31, 2011, and represents, as of such date, derivatives in place through December 31, 2015 on annual production volumes:

	Year		Year		Year		Year
	2012		2013		2014		2015
Oil Positions:
Fixed Price Swaps - NYMEX WTI:
Hedged Volume (Bbls/d)		2,402		2,580		1,500		2,500
Average Price ($/Bbl)	$	86.84	$	87.13	$	88.33	$	99.50
Fixed Price Swaps - IPE Brent:
Hedged Volume (Bbls/d)		2,637		3,900		3,500		1,000
Average Price ($/Bbl)	$	105.46	$	97.23	$	96.86	$	94.05
Collars - NYMEX WTI:
Hedged Volume (Bbls/d)		2,477		500		1,000		1,000
Average Floor Price ($/Bbl)	$	110.00	$	77.00	$	90.00	$	90.00
Average Ceiling Price ($/Bbl)	$	145.39	$	103.10	$	112.00	$	113.50
Total:
Hedged Volume (Bbls/d)		7,516		6,980		6,000		4,500
Average Price ($/Bbl)	$	101.00	$	92.05	$	93.58	$	96.18
Gas Positions:
Fixed Price Swaps - MichCon City-Gate:
Hedged Volume (MMBtu/d)		19,128		37,000		7,500		7,500
Average Price ($/MMBtu)	$	7.10	$	6.50	$	6.00	$	6.00
Fixed Price Swaps - Henry Hub:
Hedged Volume (MMBtu/d)		16,000		19,000		23,000		23,000
Average Price ($/MMBtu)	$	4.88	$	4.90	$	5.24	$	5.41
Collars - MichCon City-Gate:
Hedged Volume (MMBtu/d)		19,129		—		—		—
Average Floor Price ($/MMBtu)	$	9.00	$	—	$	—	$	—
Average Ceiling Price ($/MMBtu)	$	11.89	$	—	$	—	$	—
Total:
Hedged Volume (MMBtu/d)		54,257		56,000		30,500		30,500
Average Price ($/MMBtu)	$	7.12	$	5.96	$	5.43	$	5.55
Calls - Henry Hub:
Hedged Volume (MMBtu/d)		—		30,000		15,000		—
Average Price ($/MMBtu)	$	—	$	8.00	$	9.00	$	—
Premium ($/MMBtu)	$	—	$	0.08	$	0.12	$	—

In addition, the Partnership enters into derivative contracts in the form of interest rate swaps to minimize the effects of fluctuations in interest rates. However, from time to time, the Partnership may unwind these interest rate swaps when the current interest rate environment offers better economics. Currently, the Partnership utilizes LIBOR swaps to convert the borrowing rate on indebtedness under its bank credit facility from a floating rate to a fixed rate. As of December 31, 2011, the Partnership had LIBOR swaps in place at an average fixed rate of 2.0477% through January 2014.

2012 Capital Program

Currently, the Partnership expects its full year 2012 crude oil and natural gas capital spending program to be approximately $68 million, excluding acquisitions, compared with approximately $75 million in 2011, and anticipates spending approximately 60% principally on oil projects in California and Florida and approximately 40% principally on oil projects in Michigan, Wyoming, Indiana and Kentucky. The Partnership expects to fund these capital expenditures primarily with cash flow from operations. Based on recent commodity price volatility, the Partnership will continue to evaluate its capital spending program throughout 2012.

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ITEM 9.01 Financial Statements and Exhibits.

Exhibit No.	Document
23.1	Consent of Netherland, Sewell & Associates, Inc
23.2	Consent of Schlumberger Technology Corporation
99.1	Press Release of BreitBurn Energy Partners L.P. dated February 2, 2012.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	BREITBURN ENERGY PARTNERS L.P.
	By:	BREITBURN GP, LLC,
		its general partner
Dated: February 2, 2012	By:	/s/James G. Jackson
		James G. Jackson
		Chief Financial Officer and Executive Vice President

EXHIBIT INDEX

Exhibit No.	Document
23.1	Consent of Netherland, Sewell & Associates, Inc
23.2	Consent of Schlumberger Technology Corporation
99.1	Press Release of BreitBurn Energy Partners L.P. dated February 2, 2012.

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EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT PETROLEUM ENGINEERS AND GEOLOGISTS

As independent petroleum engineers, Netherland, Sewell & Associates, Inc. hereby consents to the inclusion or incorporation by reference in the registration statement on Form S-8 (File No. 333-149190), the registration statement on Form S-3 (No. 333-159888), the registration statement on Form S-3/A (No. 333-153579), the registration statement on Form S-4 (No. 333-171773) of BreitBurn Energy Partners L.P. of information from our firm's reserves report dated January 31, 2012, entitled Estimates of Reserves and Future Revenue to the BreitBurn Operating L.P. Interest in Certain Oil and Gas Properties located in California and Florida as of December 31, 2011, and our firm's reserves report dated February 1, 2012, entitled Estimates of  Reserves and Future Revenue to the BreitBurn Operating L.P. Interest in Certain Oil and Gas Properties located in Wyoming as of December 31, 2011, which information has been included or incorporated by reference in such registration statements in reliance upon the report of this firm and upon the authority of this firm as experts in petroleum engineering.  We hereby further consent to the reference to this firm under the heading "Experts" in such registration statements.

	NETHERLAND, SEWELL & ASSOCIATES, INC.
	By:	/s/ J. Carter Henson, Jr. P.E
		J. Carter Henson, Jr. P.E.
		Senior Vice President
Houston, Texas
February 2, 2012

EX-23.2

Data & Consulting Services
Division of Schlumberger Technology Corporation
Two Robinson Plaza, Suite 200
Pittsburgh, PA  15205
Tel:  412-787-5403
Fax:  412-787-2906

Exhibit 23.2

CONSENT OF DATA & CONSULTING SERVICES

DIVISION OF SCHLUMBERGER TECHNOLOGY CORPORATION

As independent petroleum engineers, Data & Consulting Services Division of Schlumberger Technology Corporation hereby consents to the inclusion or incorporation by reference in the registration statement on Form S-8 (File No. 333-149190), the registration statement on Form S-3 (No. 333-159888), the registration statement on Form S-3/A (No. 333-153579), and the registration statement on Form S-4 (No. 333-171773) of BreitBurn Energy Partners L.P. of information from our firm’s reserve report dated 30 January 2012 entitled Reserve and Economic Evaluation Of Proved Reserves Of Certain BreitBurn Management Company, LLC Illinois and Michigan Basin Oil And Gas Interests As Of 31 December 2011 Executive Summary, which information has been included or incorporated by reference in such registration statements in reliance upon the report of this firm and upon the authority of this firm as experts in petroleum engineering. We hereby further consent to the reference to this firm under the heading “Experts” in such registration statements.

SCHLUMBERGER TECHNOLOGY CORPORATION
	By:
		Charles M. Boyer II, PG
		Advisor Unconventional Reservoirs
		Pittsburgh Consulting Services

Pittsburgh, Pennsylvania

2 February 2012

EX-99.1

Exhibit 99.1

BreitBurn Energy Partners L.P. Announces Public Offering of Common Units

LOS ANGELES, February 2, 2012 — BreitBurn Energy Partners L.P. (the “Partnership”) (NASDAQ:BBEP) announced today that it has commenced a public offering, subject to market and other conditions, of 8,000,000 common units representing limited partner interests in the Partnership. The Partnership intends to grant the underwriters a 30-day option to purchase up to an additional 1,200,000 common units. The Partnership intends to use the net proceeds from the offering to repay indebtedness outstanding under its existing revolving credit facility.

RBC Capital Markets, LLC, Citigroup Global Markets Inc., BofA Merrill Lynch, Barclays Capital Inc., Wells Fargo Securities, LLC and Credit Suisse Securities (USA) LLC will act as joint book-running managers of the offering. When available, a copy of the preliminary prospectus supplement and accompanying prospectus relating to the offering may be obtained from:

RBC Capital Markets, LLC

Three World Financial Center

200 Vesey Street, 8th Floor

New York, New York 10281-8098

Attention: Equity Syndicate

Phone: (877) 822-4089

Citigroup Global Markets Inc.

Attention: Prospectus Department

Brooklyn Army Terminal

140 58th Street, 8th Floor

Brooklyn, New York 11220

Phone: (800) 831-9146

batprospectusdept@citi.com

BofA Merrill Lynch

Attn: Prospectus Department

4 World Financial Center

New York, New York 10080

dg.prospecus_requests@baml.com

Barclays Capital Inc.

c/o Broadridge Financial Solutions

1155 Long Island Avenue

Edgewood, New York 11717

Phone: (888) 603-5847

barclaysprospectus@broadridge.com

Wells Fargo Securities, LLC

Attn: Equity Syndicate Dept.

375 Park Avenue

New York, New York 10152

Phone: (800) 326-5897

cmclientsupport@wellsfargo.com

Credit Suisse Securities (USA) LLC

One Madison Avenue

New York, New York 10010

Attn: Prospectus Department

Telephone: (800) 221-1037

An electronic copy of the preliminary prospectus supplement and accompanying base prospectus may also be obtained at no charge at the Securities and Exchange Commission’s website at www.sec.gov.

This press release does not constitute an offer to sell or the 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, 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 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, 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 “intends,” “to be offered,” 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 to execute our business plan, our level of indebtedness, a significant reduction in the borrowing base under our bank credit facility, our ability to raise capital, prices and demand for natural gas and oil, 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, 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 on March 9, 2011, 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:

James G. Jackson

Executive Vice President and Chief Financial Officer

(213) 225-5900 x273

or

Jessica Tang

Investor Relations

(213) 225-5900 x210

BBEP-IR