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)

~~August~~October ~~25,~~2 ~~2017~~ (~~August~~September 2927, 2017)

BREITBURN ENERGY PARTNERS LP

(Exact name of Registrant as specified in its charter)



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

707 Wilshire Boulevard, Suite 4600

Los Angeles, CA 90017

(Address of Principal Executive Offices)

(213) 225-5900

(Registrant’s telephone number)

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:



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

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

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

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

Item 17.01 ~~Entry~~Regulation ~~into~~FD ~~a Material Definitive Agreement~~Disclosure.

~~Fifth~~As ~~Amendment~~previously toreported, ~~DIP~~on ~~Credit~~May ~~Facility~~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 “Bankruptcy Court”). The Chapter 11 Cases are being administered jointly under the caption “In re Breitburn Energy Partners LP, et al.”, Case No. 16-11390.

AsOn ~~previously~~September ~~reported~~27, 2017, the Debtors filed a motion seeking an extension of the period during which the Debtors have the exclusive right to file a chapter 11 plan through October 30, 2017, and to obtain acceptances thereof through December 27, 2017 (the “Motion”). The hearing before the Bankruptcy Court on ~~May~~the 15Motion is scheduled for October 12, ~~2016~~2017. On September 28, ~~Breitburn~~2017, ~~Energy~~the ~~Partners~~Bankruptcy LPCourt held a status conference on the Chapter 11 Cases (the “~~Partnership~~Status Conference”). In the Motion and at the Status Conference, the Debtors disclosed that on September 22, 2017, the advisors to certain holders of ~~its~~the ~~affiliates~~Debtors’ ~~filed~~9.25% ~~voluntary~~Senior ~~petitions~~Secured ~~for~~Second ~~relief~~Lien Notes (“Second Lien Group”) and the ~~cases~~advisors ~~commenced~~to ~~thereby~~certain holders of the Debtors’ 7.875% Senior Notes due 2022 and 8.6255% Senior Notes due 2020 (collectively, “Ad Hoc Group of Bondholders”) had provided the Debtors’ advisors with a restructuring support agreement (“~~Chapter~~RSA”) 11and ~~Cases~~backstop commitment agreement (together with the RSA, the “Agreements”) ~~under~~executed ~~chapter~~by 11the Second Lien Group and Ad Hoc Group of Bondholders. Pursuant to the ~~United~~Agreements, ~~States~~the ~~Bankruptcy~~Second ~~Code~~Lien Group and the Ad Hoc Group of Bondholders have agreed to support and pursue a chapter 11 plan (the “Plan”) in the ~~United~~Chapter ~~States~~11 ~~Bankruptcy~~Cases ~~Court~~pursuant ~~for~~to which the ~~Southern~~Second ~~District~~Lien Group would receive in satisfaction of ~~New~~their ~~York~~claims 92.5% of the equity of a reorganized company (“Reorganized Breitburn”) that would own all of the Debtors’ assets, other than certain of the Debtors’ assets located in the Permian Basin region (“~~Bankruptcy~~Permian ~~Court~~Basin Assets”). The ~~Chapter~~Plan 11also ~~Cases~~contemplates ~~are~~that ~~being~~pursuant ~~administered~~to ~~jointly~~a ~~under~~$775 million rights offering made available to unsecured bondholders, the ~~caption~~participants ~~“In~~in rethe rights offering would receive 100% of the equity of a new entity that would own the Permian Assets and 7.5% of the equity of Reorganized Breitburn. ~~Energy~~The ~~Partners~~Ad ~~LP,~~Hoc etGroup alof Bondholders has committed to backstop the $775 million rights offering. Holders of the Partnership’s existing preferred units and common units would not receive any distributions under the Plan contemplated by the Agreements,” ~~Case~~and ~~No.~~such ~~16-11390~~units would be cancelled.

OnThe ~~May~~Debtors ~~23,~~have ~~2016,~~not inagreed ~~connection~~to ~~with~~ the ~~Chapter~~terms 11of ~~Cases,~~the aAgreements ~~Debtor-in-Possession~~or ~~Credit Facility (~~the ~~“DIP~~proposed ~~Credit~~Plan ~~Facility”)~~contemplated ~~was~~thereby. ~~entered~~The ~~into~~Debtors, ~~among Breitburn Operating LP~~however, aare ~~wholly~~engaged ~~owned~~in ~~subsidiary~~ongoing ofnegotiations ~~the~~with ~~Partnership, as borrower (~~the ~~“DIP~~parties ~~Borrower”),~~to the ~~lenders~~Agreements ~~party~~with ~~thereto~~respect ~~and~~to ~~Wells Fargo, National Association, as administrative agent (~~the ~~“Administrative Agent”)~~foregoing.

OnThe ~~August~~information ~~25,~~in ~~2017,~~this ~~the~~report ~~Bankruptcy~~under ~~Court~~Item ~~entered~~7.01 anshall ~~order~~not ~~approving~~be ~~that~~deemed ~~certain Fifth Amendment~~ to ~~Debtor-in-Possession~~be ~~Credit~~“filed” ~~Agreement,~~for ~~dated~~purposes ~~effective as~~ of ~~August~~Section ~~25,~~18 ~~2017,~~of bythe Securities and ~~among~~Exchange ~~the~~Act ~~DIP~~of ~~Borrower~~1934, ~~the~~as ~~Partnership,~~amended ~~the lenders party thereto~~ (the “~~DIP~~Exchange ~~Lenders~~Act”), ~~and~~or ~~the~~otherwise ~~Administrative~~subject ~~Agent~~to (the ~~“Fifth~~liabilities ~~Amendment”).~~of ~~The~~that ~~Fifth Amendment~~Section, ~~among~~and ~~other~~shall ~~things,~~not ~~extends~~be ~~the~~incorporated ~~DIP~~by ~~Credit~~reference ~~Facility’s~~into ~~scheduled~~any ~~maturity~~filing ~~date~~under tothe ~~December~~Securities ~~31,~~Act ~~2017~~of ~~and~~1933, ~~provides~~as ~~for~~amended, or the ~~payment~~Exchange ofAct, ~~certain~~except ~~fees~~as toshall ~~the~~be ~~Administrative~~expressly ~~Agent~~set ~~and~~forth ~~the~~by ~~DIP~~specific ~~Lenders~~reference in such a filing.

~~The~~Cautionary ~~foregoing~~Note ~~description~~Regarding ofForward-Looking the Fifth Amendment does not purport to be complete and is qualified in its entirety by reference to the Fifth Amendment, which is filed as Exhibit 10.1 hereto, and which is incorporated herein by reference.Statements

~~Item~~The 2information in this report contains forward-looking statements relating to the Partnership’s operations that are based on management’s current expectations, estimates and projections about its operations.03 ~~Creation~~Words and phrases such as “believes,” “expect,” “future,” “impact,” “will be,” “forecast” and variations of asuch ~~Direct~~words ~~Financial~~and ~~Obligation~~similar orexpressions anare ~~Obligation~~intended ~~under~~to anidentify ~~Off~~such forward-~~Balance~~looking ~~Sheet~~statements. ~~Arrangement~~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

~~The~~Partnership’s ~~description~~financial performance and results; the restructuring process, including our inability to develop, confirm and consummate a plan under chapter 11 of the ~~Fifth~~United ~~Amendment~~States 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 inunder ~~Item~~the 1heading “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.01 Therefore, actual outcomes and results may differ materially from what is ~~also~~expressed ~~incorporated~~or ~~into~~forecasted ~~this~~in ~~Item~~such 2forward-looking statements.03 The reader should not place undue reliance on these forward-looking statements, which speak only as of the date hereof. 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

10.1 Fifth Amendment to Debtor-in-Possession Credit Agreement, dated effective as of August 25, 2017, among Breitburn Operating LP, as borrower, Breitburn Energy Partners LP, as parent guarantor, the financial institutions from time to time party thereto and Wells Fargo Bank, National Association, as administrative agent, swing line lender and issuing lender.

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 LP
	By:	BREITBURN GP LLC,
		its general partner
Date: August 29, 2017	By:	/s/ James G. Jackson
Date: October 2, 2017	By:	/s/ Gregory C. Brown
		James G. Jackson
		Gregory C. Brown
		Executive Vice President andChief Financial Officer
		Executive Vice President, General Counsel and Chief Administrative Officer

Exhibit Index

Filing Compare · Breitburn Energy Partners LP