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BreitBurn Energy Partners L.P. Completes Acquisition Of Oklahoma Panhandle Assets From Whiting Oil And Gas Corporation

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 million.

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.

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