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)

~~December~~March 426, ~~2017 (November 28, 2017)~~2018

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 1.03 Bankruptcy or Receivership.

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 “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.

On ~~November~~October 2811, 2017, ~~Breitburn Energy Partners LP (~~the ~~“Partnership”)~~Debtors’ ~~issued~~Joint aChapter ~~press~~11 ~~release~~Plan (the “~~Press~~Initial ~~Release~~Plan”) ~~announcing~~and ~~that~~related itdisclosure ~~has~~statement ~~reached an agreement in principle~~ (the “~~Agreement~~Disclosure ~~in Principle~~Statement”) ~~with~~were ~~its~~each ~~key~~filed ~~creditor constituencies~~ with ~~respect~~the toBankruptcy anCourt, ~~amended plan of reorganization~~ and ~~restructuring. A~~subsequently ~~copy~~amended ofon ~~the~~November ~~Press~~28, ~~Release~~2017 isand ~~attached~~December ~~hereto as Exhibit 99.~~1, ~~and incorporated herein by reference~~2017.

~~Item~~On ~~1.01 Entry~~March ~~into~~13, a2018 ~~Material~~the ~~Definitive~~Debtors ~~Agreement~~filed the Debtors’ Third Amended Joint Chapter 11 Plan (With Technical Modifications) (the “Plan”), which superseded the Initial Plan in all respects.

~~Amendment~~On March 26, 2018, the Bankruptcy Court entered an order (the “Confirmation Order”) confirming the Plan. The following is a summary of the material terms of the Plan. This summary highlights only certain substantive provisions of the Plan and is not intended to ~~Restructuring~~be ~~Support~~a ~~Agreement~~complete description of the Plan. This summary is qualified in its entirety by reference to the full text of the Plan and the Confirmation Order. The Confirmation Order (with the Plan annexed thereto as Exhibit A) is attached hereto as Exhibit 2.1, and incorporated by reference herein. Capitalized terms used but not defined in this Current Report on Form 8-K have the meanings set forth in the Plan.

InThe ~~connection~~Plan ~~with~~is ~~the~~premised ~~Agreement~~on inthe ~~Principle~~division ~~and~~of the ~~Amended~~Debtors’ ~~Plan~~assets ~~(defined~~and ~~below),~~existing onbusinesses ~~November~~into ~~28,~~two ~~2017,~~separate ~~the~~entities ~~Debtors~~upon ~~entered~~the ~~into~~occurrence aof ~~First~~the ~~Amendment~~effective todate ~~Amended~~of ~~and~~the ~~Restated~~Plan ~~Restructuring Support Agreement~~ (the “~~RSA~~Plan ~~Amendment~~Effective Date”): ~~with~~(1) ~~certain~~a ~~holders~~newly-formed limited liability company (“~~Requisite~~LegacyCo”) ~~Consenting~~that ~~Second~~will ~~Lien~~own ~~Creditors”)~~all of the Debtors’ ~~9.25%~~assets ~~Senior~~other ~~Secured~~than ~~Second Lien Notes (“Second Lien Notes”) and~~ certain ~~holders~~assets ~~(“RSA~~located ~~Commitment~~in ~~Parties” and together with~~ the ~~Requisite~~Permian ~~Consenting~~Basin ~~Second~~(such ~~Lien Creditors~~assets, the “~~RSA~~Permian ~~Amendment Parties~~Assets”); ofand ~~the~~(2) ~~Debtors’~~a ~~7.875%~~newly-formed ~~Senior~~corporation ~~Notes~~(“New ~~due~~Permian ~~2022 and 8~~Corp.~~625%~~”) ~~Senior~~that ~~Notes~~will ~~due~~acquire ~~2020~~all ~~(collectively,~~of the ~~“Senior~~equity ~~Unsecured~~of ~~Notes”). Pursuant~~a tonewly-formed ~~the~~limited ~~RSA~~liability ~~Amendment,~~company ~~among~~that ~~other~~will ~~things,~~own the ~~Debtors~~Permian ~~and~~Assets. ~~the~~New ~~RSA~~Permian ~~Amendment~~Corp. ~~Parties~~will ~~consented~~also toown ~~the~~7.5% ~~Second~~of ~~Amended~~the ~~Joint~~equity ~~Chapter~~of 11LegacyCo. Certain ~~Plan~~principal terms of ~~Reorganization (~~the ~~“Amended~~ Plan”) ~~and~~are ~~the~~outlined ~~BCA Amendment (defined~~ below).:

~~The~~• ~~RSA~~Lenders ~~Amendment~~(the ~~amends~~“RBL Lenders”) under the ~~Amended~~Debtor’s ~~and~~prepetition ~~Restated~~revolving ~~Restructuring~~credit ~~Support~~facility ~~Agreement~~holding ~~entered~~allowed ~~into~~claims ~~among~~in the ~~Debtors~~aggregate ~~and~~amount of $747,316,435.62 (the ~~Consenting~~“RBL ~~Creditors~~Claims”) ~~(as~~will ~~defined~~receive ~~therein~~a pro rata share of (a) cash in an amount equal to the RBL Claims, ~~which~~minus ~~was~~$400 ~~disclosed~~million and (b) participation in an amended and restated term loan facility in the ~~Partnership’s~~principal ~~Current~~amount ~~Report~~of on$400 ~~Form~~million ~~8-K,~~(the ~~filed~~“Exit ~~October~~Facility”). ~~13,~~Each ~~2017~~RBL Lender will also have the right to convert its entire portion of the Exit Facility to an equal amount of a revolving credit facility.

~~The~~• ~~foregoing~~Holders ~~description~~of the Second Lien Notes with allowed claims solely for purposes of the ~~RSA~~Plan ~~Amendment~~in isthe ~~only~~aggregate aamount ~~summary,~~of ~~does~~$793 ~~not~~million, ~~purport~~plus toaccrued beunpaid ~~complete~~pre- and ispost-petition ~~qualified~~default ininterest ~~its~~on ~~entirety~~all byoutstanding ~~reference~~obligations, tocosts, fees, indemnities, and all other obligations payable under the ~~RSA~~Second ~~Amendment~~Lien ~~attached~~Notes, aswill ~~Exhibit~~receive 10a pro rata share of 92.15% toof ~~this~~the ~~report~~equity ~~and~~of ~~incorporated~~LegacyCo, ~~herein~~subject byto ~~reference~~potential dilution.

~~Amendment~~• Holders of Senior Unsecured Notes that are “eligible offerees” received the right to ~~Backstop~~purchase ~~Commitment~~their ~~Agreement~~pro rata share of an aggregate of 60% of the shares to be issued by New Permian Corp. (the “New Permian Corp. Shares”), subject to certain dilution, pursuant to a $465 million rights offering (the “Rights Offering”) which will be implemented under the Plan. All holders of Senior Unsecured Notes that are “eligible offerees” that did not elect to participate in the Rights Offering will receive no distribution.

In• ~~connection~~Pursuant ~~with~~to the ~~Agreement~~Backstop inCommitment ~~Principle~~Agreement ~~and the Amended Plan, on November 28, 2017, the Debtors~~ entered into abetween ~~First Amendment to Amended and Restated Backstop Commitment Agreement (~~the ~~“BCA~~Debtors, ~~Amendment”) with certain holders of~~ the Consenting Second Lien ~~Notes~~Creditors and certain holders of the ~~Debtors~~Partnership’s Senior Unsecured Notes (~~collectively,~~ the “BCA ~~Commitment Parties~~”)~~. Pursuant~~, to the ~~BCA~~members ~~Amendment, among~~of ~~other~~the ~~things,~~Ad ~~the~~Hoc ~~Debtors~~Senior ~~and~~Notes ~~the~~Groups ~~BCA~~have ~~Commitment~~committed ~~Parties~~to (a) ~~amended~~exercise ~~the~~rights ~~terms of the Rights Offering Procedures attached thereto as Exhibit C~~ (the “~~Amended~~Minimum ~~Rights~~Allocation ~~Offering Procedures~~Rights”) to ~~reflect~~purchase the ~~terms~~remaining 40% of ~~the~~New ~~Agreement~~Permian inCorp. ~~Principle~~Shares ~~(which~~for ~~terms~~an ~~are~~aggregate ~~further~~amount ~~described~~of in$310 ~~the~~million ~~Press~~payable ~~Release)~~in ~~and~~cash, ~~(b)~~subject ~~consented~~ to ~~the~~certain ~~amendments~~dilution, ~~set~~and ~~forth~~(b) inbackstop the ~~Amended~~ Rights Offering ~~Procedures, the Amended Plan and the RSA Amendment~~.

The BCA Amendment amends the Amended and Restated Backstop Commitment Agreement entered into among the Debtors and the BCA Commitment Parties, which was disclosed in the Partnership’s Current Report on Form 8-K, filed October 13, 2017.1

~~The~~• ~~foregoing~~Both ~~description~~(a) the members of the ~~BCA~~Ad ~~Amendment~~Hoc isSenior ~~only~~Notes aGroups, ~~summary~~and (b) all other holders of Senior Unsecured Notes that were “eligible offerees” as of November 27, ~~does~~2017 ~~not~~that ~~purport~~irrevocably elected to beparticipate ~~complete~~in ~~and~~the isRights ~~qualified~~Offering inas ~~its~~of ~~entirety~~December by13, ~~reference~~2017, will receive on the Plan Effective Date their pro rata share (based on the respective backstop commitment amounts of the members of the Ad Hoc Senior Notes Groups and the respective subscription amounts as to the ~~BCA~~rights ~~Amendment~~exercised ~~attached~~by “eligible offerees” as ~~Exhibit~~of December 13, 2017) of 10% of the New Permian Corp.2 Shares, which will dilute the New Permian Corp. Shares issued pursuant to ~~this~~the ~~report~~Rights Offering and ~~incorporated~~pursuant ~~herein~~to bythe ~~reference~~Minimum Allocation Rights.

~~Item~~• Holders of Senior Unsecured Notes that are not “eligible offerees” will receive, through a trust, (i) New Permian Corp. Shares having a value equal to 4.5% of their claims and (ii) cash in the amount of 7.0144% ~~Regulation~~of FDtheir ~~Disclosure~~claims. Notwithstanding the foregoing, any such holder that elected to receive cash instead of New Permian Corp. Shares shall receive cash in the amount of 11.94% of its claim; provided that the aggregate amount of the value of the New Permian Corp. Shares and cash distributed to such holders shall not exceed $5,442,265. To the extent that the New Permian Corp. Shares and cash that would otherwise be issued to such holders exceeds $5,442,265, the distribution of such New Permian Corp. Shares and cash each will be reduced ratably to eliminate such excess. As of the date of the Confirmation Order, the aggregate amount of the value of New Permian Corp. Shares and cash to be issued to the holders of Senior Unsecured Notes that are not “eligible offerees” does not exceed $5,442,265, and thus distributions to be made to such holders will not be so ratably reduced.

On• ~~November~~Holders 28of allowed general unsecured claims will receive their pro rata share of $2.57 million. However, ~~2017~~holders of allowed general unsecured claims equal to or exceeding $1 million that are able to hold New Permian Corp. Shares through DTC and who elected on their Ballots to receive New Permian Corp. Shares instead of cash, shall receive (i) New Permian Corp. Shares having a value equal to 4.5% of their allowed claims, and (ii) cash in the ~~Partnership~~amount ~~issued~~of 7.44% of their allowed claims; provided that the ~~Press~~aggregate ~~Release~~amount ~~announcing~~of New Permian Corp. Shares distributed to such holders shall not exceed a value equal to $817,240, and to the ~~Agreement~~extent inthat ~~Principle~~the ~~with~~New ~~its~~Permian ~~key~~Corp. ~~creditor~~Shares ~~constituencies~~that ~~regarding~~would otherwise be issued to such holders exceeds $817,240, the ~~Amended~~distribution ~~Plan~~of such shares will be reduced ratably to eliminate such excess. A ~~copy~~As of the ~~Press~~date ~~Release~~of isthe ~~attached~~Confirmation ~~hereto~~Order, asthe ~~Exhibit~~aggregate 99amount of the value of New Permian Corp. Shares to be issued to holders of allowed general unsecured claims exceeding $1 million does not exceed $817,240, and ~~incorporated~~thus ~~herein~~distributions byto ~~reference.~~be made to such holders will not be so ratably reduced.

~~Item~~• 8Holders of allowed general unsecured claims held by claimants that will provide goods and services necessary to the operation of LegacyCo or New Permian Corp.01 ~~Other~~or that will benefit their assets, and will continue to do business with LegacyCo or New Permian Corp., will be paid in full in cash.

On• ~~December~~The 1Partnership’s common and preferred unitholders will receive no distribution or consideration under the Plan on account of their equity interests, ~~2017~~and all such units will be canceled on the Plan Effective Date. Nevertheless, the Debtors ~~filed~~will ~~the~~incur ~~Third~~a ~~Amended~~substantial ~~Joint~~amount ~~Chapter~~of 11cancellation ~~Plan~~of debt and other income upon implementation of ~~Reorganization~~the (Plan that will be allocable to the ~~“Third~~unitholders ~~Amended~~for ~~Plan”)~~income ~~and~~tax ~~related~~purposes. ~~disclosure~~The ~~statement~~Debtors ~~with~~have attempted to structure the ~~Bankruptcy~~Plan ~~Court,~~and ~~copies~~the oftransactions ~~which~~related ~~are~~to ~~furnished~~its implementation so as ~~Exhibit~~to ~~99.2~~mitigate ~~hereto~~the impact of such cancellation of debt and ~~Exhibit~~other 99income.3 ~~hereto~~However, ~~respectively. The~~there ~~Third~~is ~~Amended~~still a significant risk that unitholders could recognize a substantial amount of unsheltered income upon implementation of the Plan ~~contains~~depending, in part, on whether certain ~~revisions~~actions toare taken by certain creditors beyond the ~~Amended~~Debtors’ control on or before the Plan ~~attached~~Effective Date, or certain facts exist as to which the ~~RSA~~Debtors ~~Amendment~~may ~~and~~be ~~was~~unaware ~~consented~~with respect to byrelated party ownership of equity of the ~~RSA~~Partnership ~~Amendment~~by ~~Parties~~certain ~~and~~creditors on or before the ~~BCA~~Plan ~~Commitment~~Effective ~~Parties~~Date.

~~The~~Accordingly, ~~information~~upon inconsummation ~~this~~and ~~report~~implementation ~~under~~of ~~Item~~the ~~8.01~~Plan, ~~including Exhibits 99~~92.25% ~~and~~of ~~99.3,~~the ~~shall~~equity ~~not~~of beLegacyCo ~~deemed~~(the toowner ~~be “filed” for purposes~~ of ~~Section 18 of~~ the ~~Securities~~Reorganized ~~and~~Debtors’ ~~Exchange~~assets ~~Act~~other ofthan ~~1934, as amended (~~the ~~“Exchange~~Permian ~~Act”~~Assets), orwill ~~otherwise~~be ~~subject~~distributed to the ~~liabilities~~holders of ~~that~~the ~~Section~~Second Lien Notes, ~~and~~subject ~~shall~~to ~~not~~dilution ~~be incorporated~~ by ~~reference into~~ any ~~filing~~management ~~under~~incentive ~~the~~plan ~~Securities~~adopted ~~Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth~~ by ~~specific~~LegacyCo’s ~~reference~~board inof ~~such a filing~~directors.

In addition, as stated above, the Permian Assets will be owned by New Permian Corp., which will also own 7.5% of the equity of LegacyCo, which LegacyCo equity is subject to dilution by any management incentive plan adopted by LegacyCo’s board of directors. As set forth above, on the Plan Effective Date, all of the Partnership’s common and preferred units will be cancelled and the holders thereof will receive no distribution or consideration with respect to such units.

Information regarding the assets and liabilities of the Partnership and the amount of equity of the Partnership issued and outstanding is contained in the Disclosure Statement.

Item 8.01. Other Events.

The Partnership intends to file a Form 15 with the U.S. Securities and Exchange Commission (the “SEC”) to terminate the registration of its common units representing limited partnership interests of the Partnership (the “Common Units”) and to suspend its duty to file reports under the Securities Exchange Act of 1934, as amended. After filing the Form 15, the Partnership does not expect to make further filings of reports with the SEC, such as Form 8-K, Form 10-Q and Form 10-K. Court filings and other information related to the Chapter 11 Cases are available at a website administered by the Partnership’s Voting Agent at https://cases.primeclerk.com/Breitburn/.

The Common Units are currently quoted on the OTC Pink Market operated by the OTC Markets Group. Following the filing of the Form 15, the Common Units may continue to be quoted on the OTC Pink Market for a limited period, contingent upon, among other things, market makers’ demonstrating continued interest. However, there is no assurance that trading in the Common Units will continue on the OTC Pink Market or any other medium.

Cautionary Note Regarding Forward-Looking Statements

The information 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. 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 Partnership’s financial performance and results; the restructuring process~~, including our inability to confirm and consummate the Amended Plan or an alternative restructuring~~; 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 filed with the SEC. 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 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 First Amendment to Amended and Restated Restructuring Support Agreement, dated November 28, 2017, by and among the Debtors and the other parties thereto, including a copy of the Debtors’ Second Amended Joint Chapter 11 Plan of Reorganization, dated November 28 2017.



Exhibit No.		Description

2.1		Order of the Bankruptcy Court, dated March 26, 2018, confirming the Debtors’ Third Amended Joint Chapter 11 Plan (With Technical Modifications), including the Plan annexed thereto as Exhibit A.

10.2 First Amendment to Amended and Restated Backstop Commitment Agreement, dated November 28, 2017, by and among the Debtors and the other parties thereto, including a copy of the Debtors’ Amended Rights Offering Procedures.3

99.1 Press Release, dated November 28, 2017.

99.2 Debtors’ Third Amended Joint Chapter 11 Plan of Reorganization, dated December 1, 2017.

99.3 Disclosure Statement for Debtors’ Third Amended Joint Chapter 11 Plan, dated December 1, 2017.

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 hereunto duly authorized.

	BREITBURN ENERGY PARTNERS LP
	By:	BREITBURN GP LLC,
		its general partner
Date: December 4, 2017	By:
Date: March 28, 2018	By:	/s/ Halbert S. Washburn
		Halbert S. Washburn
		Chief Executive Officer

Filing Compare · Breitburn Energy Partners LP