As previously reported, on May 15, 2016, Breitburn Energy
Partners LP (the Partnership) and certain of its affiliates (such
affiliates, together with the Partnership, the Debtors) filed
voluntary petitions for relief (and the cases commenced thereby,
the Chapter 11 Cases) under chapter 11 of the United States
Bankruptcy Code in the United States Bankruptcy Court for the
Southern District of New York. The Chapter 11 Cases are being
administered jointly under the caption In re Breitburn Energy
Partners LP, et al., Case No. 16-11390.

In November 2016 and January 2017, the Partnership entered into
confidentiality agreements (collectively, the Confidentiality
Agreements) with certain holders of the 7.875% Senior Unsecured
Notes due 2022 and 8.625% Senior Notes due 2020 issued by the
Partnership (the Unsecured Notes and, the holders thereof that
are party to the Confidentiality Agreements, the Confidential
Agreement Parties) regarding potential transactions to
restructure, among other things, the Unsecured Notes. The
Confidentiality Agreements expired to their terms on May 19,
2017. The Debtors are in ongoing discussions with the advisors to
certain holders of the Unsecured Notes and the Official Committee
of Unsecured Creditors regarding the terms of a chapter 11 plan
of reorganization (the Plan). The Debtors intend to enter into
new confidentiality agreements with such holders. The Debtors are
currently negotiating a definitive plan support agreement, to
which such holders would agree to support the Plan. The Debtors
are also currently negotiating an investment and backstop
agreement with such holders that provides for the holders to make
a $1 billion equity investment. The proposed terms of the
investment and backstop agreement are reflected in the
illustrative term sheet referred to below. No assurances can be
given that such definitive documents will be executed.

to the Confidentiality Agreements, the Debtors have agreed to
publicly disclose material non-public information (as determined
by the Debtors in good faith) regarding the Partnership and its
subsidiaries provided to the Confidential Agreement Parties. Over
the course of several months, meetings occurred between certain
representatives of the Debtors and the Confidential Agreement
Parties (the Meetings), during which the Debtors made diligence
presentations regarding the Partnership to the Confidential
Agreement Parties. In connection with the Meetings and subsequent
to the Meetings, the Debtors provided certain confidential
information to the Confidential Agreement Parties to the
Confidentiality Agreements, including certain illustrative terms
included in the above-referenced illustrative term sheet (the
Diligence Materials), which are attached hereto as Exhibit 99.1,
Exhibit 99.2 and Exhibit 99.3 to this report.

Any financial projections or forecasts included in the Diligence
Materials were not prepared with a view toward public disclosure
or compliance with the published guidelines of the Securities and
Exchange Commission or the guidelines established by the American
Institute of Certified Public Accountants regarding projections
or forecasts. The projections do not purport to present the
Partnerships financial condition in accordance with GAAP. The
Partnerships independent accountants have not examined, compiled
or otherwise applied procedures to the projections and,
accordingly, do not express an opinion or any other form of
assurance with respect to the projections. The projections were
prepared for internal use, capital budgeting and other management
decisions and are subjective in many respects. The projections
reflect numerous assumptions made by management of the
Partnership with respect to financial condition, business and
industry performance, general economic, market and financial
conditions, and other matters, all of which are difficult to
predict, and many of which are beyond the Partnerships control.
Accordingly, there can be no assurance that the assumptions made
in preparing the projections will prove accurate. It is expected
that there will be differences between actual and projected
results, and the differences may be material, including due to
the occurrence of unforeseen events occurring subsequent to the
preparation of the projections. The inclusion of the projections
herein should not be regarded as an indication that the
Partnership or its affiliates or representatives consider the
projections to be a reliable prediction of future events, and the
projections should not be relied upon as such. Neither the
Partnership nor any of its affiliates or representatives has made
or makes any representation to any person regarding the ultimate
outcome of the Partnerships restructuring compared to the
projections, and none of them undertakes any obligation to
publicly update the projections to reflect circumstances existing
after the date when the projections were made or to reflect the
occurrence of future events, even in the event that any or all of
the assumptions underlying the projections are shown to be in
error.

Certain of the information provided herein was prepared as early
as December 2016, and is subject to all of the cautionary
statements and limitations described herein and under the caption
Cautionary Note Regarding Forward-Looking Statements. Certain
conditions have changed since most of these materials were
prepared as the Partnership continues to operate, technical
advancements continue to occur, commodity prices change, land
acquisitions and dispositions continue to occur in the ordinary
course, costs change and other similar changes take place. As a
result, the forward looking information contained in the
materials should be viewed in the context of the time it was
prepared and with the understanding that some of the forward
looking estimates or expectations have proven to be incorrect and
thus the forward looking information is no longer accurate.
Projections and estimates for the Partnerships 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, and
projected future volumes may be lower due to the impact of wells
being shut-in or not being repaired due to their being uneconomic
at current commodity prices. 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
CO2. The Partnerships projections are based on certain other
assumptions, such as well performance, which may actually vary
significantly from those assumed. Lease operating costs,
including 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. Lease
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, and they can vary dramatically from time to time.
Capital expenditures were based on our expectations as of the
date of such guidance as to the level of capital expenditures
that will be justified based upon our then expectations about
certain operating and economic factors not discussed herein.
Accordingly, the guidance provided herein does not constitute any
form of guarantee, assurance or promise that the matters
indicated will actually be achieved; rather it simply sets forth
our best estimate as of the date of such guidance for these
matters based upon our then expectations about the future based
upon both stated and unstated assumptions. Actual conditions and
those assumptions may, and probably will, change.

The information in this report under Item 7.01 shall not be
deemed to be filed for purposes of Section 18 of the Securities
and Exchange Act of 1934, as amended (the Exchange Act), or
otherwise subject to the liabilities of that Section, and shall
not be incorporated by reference into any filing under the
Securities Act of 1933, as amended, or the Exchange Act, except
as shall be expressly set forth by specific reference in such a
filing.

Cautionary Note Regarding Forward-Looking Statements

The information in this report contains forward-looking
statements relating to the Partnerships operations that are based
on managements expectations, estimates and projections about its
operations as of the date of such statements. Words and phrases
such as believes, expect, future, impact, will be, forecast 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 Partnerships financial performance and results;
the restructuring process, including our inability to develop,
confirm and consummate a plan under chapter 11 of the U.S.
Bankruptcy Code or an alternative restructuring transaction;
changes in our business strategy; our future levels of
indebtedness and liquidity; 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; 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, 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 such statements. 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.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits