The Oil & Gas Financial Journal Transaction of the Year, Midcontinent 2014

Awarded to: Breitburn Energy Partners L.P.

Oil & Gas Awards Judges Comments

“Allows Breitburn to capture revenue growth by accessing proved developed and undeveloped reserves; increasing shareholder value-creation. Expands geographic footprint that provides greater access with which to conduct E&P operations.”

“These are all impressive – I like the Breitburn one best for oil content and price.”

Breitburn Energy Partners L.P. – Corporate Overview

Breitburn’s oil and gas producing assets are located in the Los Angeles and San Joaquin Basins in California, the Wind River and Big Horn Basins in central Wyoming, the Powder River Basin in eastern Wyoming, the Evanston and Green River Basins in southwestern Wyoming, the Sunniland Trend in Florida, the Permian Basin in Texas, the Oklahoma Panhandle, the Antrim Shale in Michigan, and the New Albany Shale in Indiana and Kentucky. The company’s assets are characterized by stable, long-lived production and long reserve life indexes.

As of December 31, 2013, Breitburn’s total estimated proved reserves were 214.3 MMBoe, of which approximately 53% were crude oil, 7% were NGLs, and 40% were natural gas. In 2013, Breitburn completed 11 strategic acquisitions totaling approximately $1.2 billion, delivered record Adjusted EBITDA and total production, delivered 4.8% annual distribution growth and 15th consecutive quarter of distribution increases. In July 2014, Breitburn announced the signing of a definitive merger agreement to acquire QR Energy in a unit-for-unit exchange implying a transaction value of approximately $3.0 billion, including QR Energy’s existing net debt and outstanding Class C Convertible Preferred Units. As a result of the merger, Breitburn will become the largest, oil-weighted upstream oil and gas master limited partnership. The combination enhances Breitburn’s ability to generate greater cash flow and creates significant incremental near-term and long-term value for unitholders. This transaction is expected to close in late 2014.

Breitburn Energy Partners – The Oil & Gas Financial Journal Transaction of the Year – Winners Page