Breitburn Energy Partners LP:
Timing of Earnings Conference
Call
Breitburn Energy Partners LP (NASDAQ:BBEP) will hold a
conference call on Wednesday, November 5, 2014, at 10:00 am
(Pacific) following the release of its third quarter 2014 financial
results.
The conference call may be accessed by calling 888-401-4668
(international callers dial 719-457-2664) or via webcast at
http://ir.breitburn.com/. An archived edition of the conference
call will also be available through November 12th by calling
877-870-5176 (international callers dial 858-384-5517) and entering
replay PIN 6782123 or by visiting http://ir.breitburn.com/.
Management Commentary on Recent Capital
Markets Activity
Jim Jackson, Breitburn’s Chief Financial Officer, said, “Despite
recent market volatility, we successfully completed the sale of
14,000,000 common units last week. The net proceeds of
approximately $251.6 million were used to reduce outstanding
borrowings under our existing bank credit facility. On October 8th,
we also launched a public offering of $400 million of Senior Notes
due 2023 but elected to postpone the offering as a result of
extremely volatile market conditions on that day. We will continue
to monitor the debt markets before and after the closing of our
acquisition of QR Energy, LP, expected to be later this year.”
About Breitburn Energy Partners
LP
Breitburn Energy Partners LP is a publicly traded independent
oil and gas master limited partnership focused on the acquisition,
exploitation, 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 Michigan, Oklahoma,
Texas, Wyoming, California, Florida, Indiana and Kentucky. See
www.breitburn.com for more information.
Additional Information about the
Proposed Transaction and Where to Find It
In connection with the proposed transaction, Breitburn has filed
with the SEC a registration statement on Form S-4 that includes a
prospectus of Breitburn and a proxy statement of QR Energy. Each of
Breitburn and QR Energy also filed other relevant documents with
the SEC regarding the proposed transaction. INVESTORS ARE URGED TO
READ THE PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS
FILED WITH THE SEC IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION. You may obtain a free copy of
the proxy statement/prospectus and other relevant documents filed
by Breitburn and QR Energy with the SEC at the SEC’s website at
www.sec.gov. You may also obtain these documents by contacting
Breitburn Investor Relations in writing at 515 S. Flower Street,
Suite 4800, Los Angeles, CA, 90071, or via e-mail by using the
“Contact Form” located at the Investor Relations tab at
www.breitburn.com or by calling (213) 225-0390; or by contacting QR
Energy Investor Relations in writing at 1401 McKinney Street, Suite
2400, Houston, TX 77010, or via e-mail at ir@qracq.com or by calling (713) 452-2990.
Participants in the
Solicitation
Breitburn and QR Energy and their respective directors and
executive officers and other members of management and employees
may be deemed to be participants in the solicitation of proxies in
respect of the proposed transaction. Information about Breitburn’s
directors and executive officers is available in Breitburn’s proxy
statement dated April 25, 2014, for its 2014 Annual Meeting of
Unitholders. Information about QR Energy’s directors and executive
officers is available in QR Energy’s proxy statement dated February
3, 2014, for its Special Meeting of Unitholders held on March 10,
2014. Other information regarding the participants in the proxy
solicitations and a description of their direct and indirect
interests, by security holdings or otherwise, will be contained in
the proxy statement/prospectus and other relevant materials that
have been filed with the SEC regarding the proposed transaction.
Investors should read the proxy statement/prospectus carefully when
it becomes available before making any voting or investment
decisions. You may obtain free copies of these documents from
Breitburn or QR Energy using the sources indicated above.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be
any sale of 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.
No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the U.S.
Securities Act of 1933, as amended.
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 proposed transaction to
Breitburn and QR Energy and their unitholders, the anticipated
completion of the proposed transaction or the timing thereof, the
expected future reserves, production, financial position, business
strategy, revenues, earnings, costs, capital expenditures and debt
levels of the combined company, and plans and objectives of
management for future operations, are forward-looking statements.
When used in this press release, words such as we “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, QR Energy or of the combined company. 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:
the ability to obtain unitholder, court and regulatory approvals of
the proposed transaction; the ability to complete the proposed
transaction on anticipated terms and timetable; Breitburn’s and QR
Energy’s ability to integrate successfully after the transaction
and achieve anticipated benefits from the proposed transaction; the
possibility that various closing conditions for the transaction may
not be satisfied or waived; 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 EOR 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 gas in commercially viable
quantities; uninsured or underinsured losses resulting from oil and
gas operations; inability to access oil and 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 gas industry; risks arising out of hedging
transactions; and other risks described under the caption “Risk
Factors” in Breitburn’s and QR Energy’s Annual Reports on Form 10-K
for the period ended December 31, 2013. Breitburn and QR Energy
assume no obligation, and disclaim any duty, to update the
forward-looking statements in this press release to reflect
subsequent events or circumstances.
Non-U.S. investors are not eligible holders of Breitburn common
units and Series A Units. This press release is intended to provide
a qualified notice under Treasury Regulation Section 1.1446-4(b).
Brokers and nominees should treat one hundred percent (100.0%) of
Breitburn’s distributions to non-U.S. investors as being
attributable to income that is effectively connected with a U.S.
trade or business. Accordingly, Breitburn’s distributions to
non-U.S. investors are subject to federal income tax withholding at
the highest applicable effective tax rate.
BBEP-IR
Breitburn Energy Partners LPAntonio D’AmicoVice President,
Investor Relations & Government AffairsorJessica TangInvestor
Relations, Manager213-225-0390