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<P STYLE="font: 18pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>UNITED STATES</B></P>

<P STYLE="font: 18pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>SECURITIES AND EXCHANGE COMMISSION</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>Washington, D.C. 20549</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">___</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><FONT STYLE="font-size: 18pt"><B>FORM 8-K</B></FONT><FONT STYLE="font-size: 10pt">&nbsp;</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">___</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><FONT STYLE="font-size: 12pt"><B>CURRENT
REPORT</B></FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>PURSUANT TO SECTION 13 OR 15(d) OF</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>THE SECURITIES EXCHANGE ACT OF 1934</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>DATE OF REPORT (DATE OF EARLIEST EVENT
REPORTED)</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>May 9, 2012 (May 8, 2012)</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">___</P>

<P STYLE="font: 24pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>BREITBURN ENERGY PARTNERS L.P.</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>(Exact name of Registrant as specified
in its charter)</B></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; text-align: center; margin-bottom: 0pt">___</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<TABLE ALIGN="CENTER" CELLSPACING="0" CELLPADDING="0" STYLE="width: 100%; border-collapse: collapse; font-family: Times New Roman, Times, Serif">
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    <TD NOWRAP STYLE="width: 32%; font-size: 10pt; font-weight: bold; text-align: center"><B>Delaware</B></TD>
    <TD NOWRAP STYLE="width: 2%; font-size: 10pt; font-weight: bold; text-align: center">&nbsp;</TD>
    <TD NOWRAP STYLE="width: 32%; font-size: 10pt; font-weight: bold; text-align: center"><B>001-33055</B></TD>
    <TD NOWRAP STYLE="width: 2%; font-size: 10pt; font-weight: bold; text-align: center">&nbsp;</TD>
    <TD NOWRAP STYLE="width: 32%; font-size: 10pt; font-weight: bold; text-align: center"><B>74-3169953</B></TD></TR>
<TR STYLE="vertical-align: top">
    <TD NOWRAP>
        <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>(State or other jurisdiction of</B></P>
        <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>incorporation or organization)</B></P></TD>
    <TD NOWRAP STYLE="font-size: 10pt; font-weight: bold; text-align: center">&nbsp;</TD>
    <TD NOWRAP>
        <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>(Commission</B></P>
        <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>File Number)</B></P></TD>
    <TD NOWRAP STYLE="font-size: 10pt; font-weight: bold; text-align: center">&nbsp;</TD>
    <TD NOWRAP>
        <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>(I.R.S. Employer</B></P>
        <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>Identification No.)</B></P></TD></TR>
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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>515 South Flower Street, Suite 4800</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>Los Angeles, CA 90071</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>(Address of principal executive office)</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>(213) 225-5900</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>(Registrant&rsquo;s telephone number,
including area code)</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; text-align: center; margin-bottom: 0pt">___</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">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:</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

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<TD STYLE="width: 0in"></TD><TD STYLE="width: 0.35in"><FONT STYLE="font-family: Wingdings">&uml;</FONT></TD><TD>Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)</TD></TR></TABLE>

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<TD STYLE="width: 0in"></TD><TD STYLE="width: 0.35in"><FONT STYLE="font-family: Wingdings">&uml;</FONT></TD><TD>Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)</TD></TR></TABLE>

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<TD STYLE="width: 0in"></TD><TD STYLE="width: 0.35in"><FONT STYLE="font-family: Wingdings">&uml;</FONT></TD><TD>Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))</TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%; font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0in"></TD><TD STYLE="width: 0.35in"><FONT STYLE="font-family: Wingdings">&uml;</FONT></TD><TD>Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))</TD></TR></TABLE>

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<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.25in; text-indent: -0.25in">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.25in; text-indent: -0.25in">Item&nbsp;1.01. Entry
into a Material Definitive Agreement.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.25in; text-indent: -0.25in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">On May 8, 2012, Pacific Coast Oil Trust
(the &ldquo;<B><I>Trust</I></B>&rdquo;), which was formed by Pacific Coast Energy Company LP (&ldquo;<B><I>PCEC</I></B>&rdquo;),
formerly named BreitBurn Energy Company L.P., completed its initial public offering (the &ldquo;<B><I>Trust IPO</I></B>&rdquo;).
BreitBurn Energy Partners L.P. (the &ldquo;<B><I>Partnership</I></B>&rdquo;) has no direct or indirect ownership interest in PCEC
or the Trust. Certain of the executive officers of the general partner of the Partnership are also executive officers of the general
partner of PCEC and investors in PCEC.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in"><FONT STYLE="color: black">As part of the
Trust IPO, PCEC conveyed net profits interests in its oil and natural gas production from certain of its properties to the Trust
in exchange for Trust units. PCEC's assets consist primarily of producing and non-producing crude oil reserves located in Santa
Barbara, Los Angeles and Orange Counties in California, including certain interests in the East Coyote and Sawtelle Fields. Prior
to the Trust IPO, PCEC operated the East Coyote and Sawtelle Fields for the benefit of itself and the Partnership, which owned
the non-operated interests in the East Coyote and Sawtelle Fields, and the Partnership paid an operating fee to PCEC. PCEC owned
an average working interest of approximately 5.0% in the two fields and also held a 35% reversionary interest in the two fields
under the </FONT>Amended and Restated Agreement of Limited Partnership (the &ldquo;<B><I>BEPI Partnership Agreement</I></B>&rdquo;)
of BreitBurn Energy Partners I, L.P (&ldquo;<B><I>BEPI</I></B>&rdquo;), dated as of May 5, 2003, by and between BEP (GP) I, LLC
(&ldquo;<B><I>BEP</I></B>&rdquo;), as general partner, and the Partnership, as limited partner<FONT STYLE="color: black">, which
reversionary interest was expected to result in an increase in PCEC&rsquo;s ownership interests in the properties during the second
quarter of 2012.</FONT>&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: italic bold 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.25in">Dissolution Agreement</P>

<P STYLE="font: italic bold 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.25in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">In connection with the closing of the Trust
IPO, the Partnership, PCEC, BEP, BEPI and certain other parties entered into a Dissolution Agreement, dated as of May 8, 2012,
and effective as of April 1, 2012 (the &ldquo;<B><I>Dissolution Agreement</I></B>&rdquo;). Pursuant to the Dissolution Agreement,
the Partnership and PCEC agreed to dissolve the BEPI partnership, liquidate the properties and assets of BEPI, distribute the properties
and assets of BEPI to the Partnership and PCEC and terminate BEPI, effective April 1, 2012. The Partnership and PCEC also agreed
to amend the BEPI Partnership Agreement to implement such dissolution, liquidation and termination. In addition, pursuant to the
Dissolution Agreement, <FONT STYLE="color: black">PCEC's ownership interest in the East Coyote and Sawtelle Fields was increased
in accordance with its reversionary rights effective April 1, 2012, and PCEC agreed to convey and transfer to a wholly-owned subsidiary
of the Partnership an interest in the Sawtelle Field that was previously held by PCEC separately from BEPI. As a result of these
transactions, the Partnership&rsquo;s working interest in the East Coyote and Sawtelle Fields is now approximately 62.4%. </FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">In accordance with the Dissolution Agreement,
BreitBurn Operating L.P. (&ldquo;<B><I>BOLP</I></B>&rdquo;), a wholly-owned subsidiary of the Partnership, has become the operator
of the East Coyote and Sawtelle Fields and has entered into separate operating agreements with PCEC with respect to each of the
East Coyote and Sawtelle Fields. As a result, the Partnership will no longer pay an operating fee to PCEC. Pursuant to the operating
agreements, PCEC has agreed to pay a development fee equal to 5% of the cost of development of the properties, and upon termination
of the Third Amended and Restated Services Agreement (as described below), an operating fee of 15% of the cost of operating the
properties. Pursuant to the Dissolution Agreement, the parties agreed to enter into the Third Amended and Restated Administrative
Services Agreement (as described below) and the First Amendment to Omnibus Agreement (as described below). In addition, PCEC agreed
to obtain certain D&amp;O liability insurance on the Partnership&rsquo;s behalf. PCEC also agreed to pay $250,000 to the Partnership,
and certain legal fees incurred by the Partnership, in connection with the transactions contemplated by the Dissolution Agreement.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">The foregoing description of the Dissolution
Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference
to the Dissolution Agreement, which will be filed with our Quarterly Report on Form 10-Q.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: italic bold 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.25in">Amendment No. 1 to BEPI Partnership Agreement</P>

<P STYLE="font: italic bold 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.25in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">In connection with the Trust IPO and pursuant
to the Dissolution Agreement, BEP, as general partner, and the Partnership, as limited partner, entered into Amendment No. 1 to
the BEPI Partnership Agreement, dated as of May 8, 2012 (&ldquo;<B><I>Amendment No. 1 to the BEPI Partnership Agreement</I></B>&rdquo;).
Pursuant to Amendment No. 1 to the BEPI Partnership Agreement, the parties agreed to amend BEPI&rsquo;s liquidation and termination
provisions to provide that, upon dissolution of BEPI by consent of BEP, as general partner, and the Partnership, as limited partner,
BEP shall act as the liquidator and shall wind up BEPI&rsquo;s affairs and shall distribute the properties and assets of BEPI as
provided in any dissolution agreement signed by BEP and the Partnership.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">&nbsp;</P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">The foregoing description of the <FONT STYLE="color: black">Amendment
No. 1 to the BEPI Partnership Agreement</FONT> and the transactions contemplated thereby does not purport to be complete and is
qualified in its entirety by reference to the <FONT STYLE="color: black">Amendment No. 1 to the BEPI Partnership Agreement</FONT>,
which will be filed with our Quarterly Report on Form 10-Q.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: italic bold 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.25in">Third Amended and Restated Administrative
Services Agreement</P>

<P STYLE="font: italic bold 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.25in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">PCEC has no employees, executive officers
or directors, and is managed by its general partner.&nbsp;&nbsp;All of the executive officers of PCEC are employees of BreitBurn
Management Company, LLC (&ldquo;<B><I>BreitBurn Management</I></B>&rdquo;), which is a wholly-owned subsidiary of the Partnership.&nbsp;&nbsp;In
August 2008, BreitBurn Management entered into a Second Amended and Restated Administrative Services Agreement (the &ldquo;<B><I>Second
Amended and Restated Administrative Services Agreement</I></B>&rdquo;) with PCEC, pursuant to which BreitBurn Management manages
the operations of PCEC and provides administrative services to PCEC. <FONT STYLE="color: black">These services include operational
functions such as exploitation and technical services, petroleum and reserves engineering and executive management, and administrative
services such as accounting, information technology, audit, human resources, land, business development, finance and legal. </FONT>These
services are provided in exchange for a monthly fixed fee for indirect expenses and reimbursement for all direct expenses, including
incentive compensation plan costs and direct payroll and administrative costs related to PCEC properties and operations. <FONT STYLE="color: black">For
the first three months of 2012, the monthly fixed fee paid by PCEC for indirect expenses was $571,000. </FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">In connection with the completion of the
Trust IPO, BreitBurn Management and PCEC entered into the Third Amended and Restated Administrative Services Agreement, dated as
of May 8, 2012, and effective as of April 1, 2012 (the &ldquo;<B><I>Third Amended and Restated Administrative Services Agreement</I></B>&rdquo;),
which amended and restated the Second Amended and Restated Administrative Services Agreement. Pursuant to the Third Amended and
Restated Administrative Services Agreement, PCEC has agreed <FONT STYLE="color: black">to pay to BreitBurn Management a monthly
fixed fee of $700,000 for indirect costs, </FONT>including general and administrative costs, relating to the performance of Services
(as defined in the Third Amended and Restated Administrative Services Agreement) <FONT STYLE="color: black">from April 1, 2012
through August 31, 2014. </FONT>After August 31, 2014, the monthly fixed fee for such indirect costs will be determined on a biannual
basis. PCEC will also reimburse BreitBurn Management monthly for all Third Party Costs, LTIP Costs and Direct Costs (as such terms
are defined in the Third Amended and Restated Administrative Services Agreement) relating to the performance of Services for PCEC.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">The initial term of the Third Amended and
Restated Administrative Services Agreement is April 1, 2012 through August 31, 2014. In the absence of written notice delivered
to the other party by either party to the agreement of its intention not to continue under the terms of the agreement, given no
later than 180 days before August 31, 2014, and each successive anniversary thereof, provided that a new monthly fixed fee has
been determined by the parties, the term of the agreement will be extended for one additional calendar year until either or both
parties have given notice of their intention to terminate.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">PCEC may terminate the Third Amended and
Restated Administrative Services Agreement by giving written notice of such termination to BreitBurn Management upon (1) a PCEC
Change in Control (as defined in the Third Amended and Restated Administrative Services Agreement), (2) a BBEP Change in Control
(as defined in the Third Amended and Restated Administrative Services Agreement), (3) a BreitBurn Management Change in Control
(as defined in the Third Amended and Restated Administrative Services Agreement), or (4) BreitBurn Management&rsquo;s failure to
pay its employees providing services within 30 days of the date such employees&rsquo; payment is due, subject to the terms of the
Third Amended and Restated Administrative Services Agreement. In addition, PCEC may terminate the Third Amended and Restated Administrative
Services Agreement by giving 180 days prior written notice of such termination to BreitBurn Management. BreitBurn Management may
terminate the Third Amended and Restated Administrative Services Agreement upon a PCEC Change in Control. In the event that PCEC,
the Partnership or BreitBurn Management becomes bankrupt or dissolves or commences liquidation or winding-up, the Third Amended
and Restated Administrative Services Agreement will automatically terminate without notice to the other party.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">&nbsp;</P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">If the Third Amended and Restated Administrative
Services Agreement is terminated prior to August 31, 2014 by PCEC, upon (1) a PCEC Change in Control, (2) a BBEP Change in Control
or BreitBurn Management Change in Control due to the fact that both Halbert Washburn and Randall Breitenbach are no longer employed
as CEO and President of the Partnership or BreitBurn Management, respectively, or (3) 180 days prior written notice, or by BreitBurn
Management, upon a PCEC Change in Control, PCEC shall be obligated to promptly reimburse BreitBurn Management for its reasonable
expenses incurred in reducing its staffing, including, but not limited to reasonable severance payments, up to a maximum of the
lesser of two times the monthly fee in effect at the date of such termination and $2,000,000.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">The foregoing description of the Third Amended
and Restated Administrative Services Agreement and the transactions contemplated thereby does not purport to be complete and is
qualified in its entirety by reference to the Third Amended and Restated Administrative Services Agreement, which will be filed
with our Quarterly Report on Form 10-Q.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: italic bold 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.25in">First Amendment to Omnibus Agreement</P>

<P STYLE="font: italic bold 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.25in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in"><FONT STYLE="color: black">In connection
with the Trust IPO, the Partnership, </FONT>BreitBurn GP, LLC and BreitBurn Management <FONT STYLE="color: black">entered into
the </FONT>First Amendment to Omnibus Agreement, dated as of May 8, 2012, with PCEC, Pacific Coast Energy Holdings LLC, formerly
known as BreitBurn Energy Holdings, LLC, and PCEC (GP) LLC, formerly known as BEC (GP) LLC (the &ldquo;<B><I>First Amendment to
Omnibus Agreement</I></B>&rdquo;). Pursuant to the First Amendment to Omnibus Agreement, the parties agreed to<FONT STYLE="color: black">
amend the Omnibus Agreement among the parties, dated as of August 26, 2008 (the &ldquo;<B><I>Omnibus Agreement</I></B>&rdquo;),
to remove Article III of the Omnibus Agreement, which contained the Partnership&rsquo;s right of first offer with respect to the
sale of assets by PCEC and its affiliates.</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">The foregoing description of the First Amendment
to Omnibus Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety
by reference to the First Amendment to Omnibus Agreement, which will be filed with our Quarterly Report on Form 10-Q.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.25in; text-indent: -0.25in">Item&nbsp;1.02. Termination
of a Material Definitive Agreement.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.25in; text-indent: -0.25in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">The information included, or incorporated
by reference, in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item&nbsp;1.02.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">&nbsp;</P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-transform: uppercase; text-align: center">SIGNATURES</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-transform: uppercase; text-align: center">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">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.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">Dated: May 9, 2012</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 243pt; text-indent: -27pt">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
<TR STYLE="vertical-align: top">
    <TD STYLE="text-indent: 0in; tab-stops: 243.0pt 283.5pt right 6.5in">&nbsp;</TD>
    <TD COLSPAN="2" STYLE="text-indent: 0in; tab-stops: 243.0pt 283.5pt right 6.5in">BREITBURN ENERGY PARTNERS L.P.</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="text-indent: 0in; tab-stops: 243.0pt 283.5pt right 6.5in">&nbsp;</TD>
    <TD COLSPAN="2" STYLE="text-indent: 0in; tab-stops: 243.0pt 283.5pt right 6.5in">&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="text-indent: 0in; tab-stops: 243.0pt 283.5pt right 6.5in">&nbsp;</TD>
    <TD COLSPAN="2" STYLE="text-indent: 0in; tab-stops: 243.0pt 283.5pt right 6.5in">By:<FONT STYLE="font-size: 10pt"> </FONT>BREITBURN GP, LLC,</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="text-indent: 0in; tab-stops: 243.0pt 283.5pt right 6.5in">&nbsp;</TD>
    <TD COLSPAN="2" STYLE="text-indent: 0in; tab-stops: 243.0pt 283.5pt right 6.5in">&nbsp;its general partner</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="text-indent: 0in; tab-stops: 243.0pt 283.5pt right 6.5in">&nbsp;</TD>
    <TD COLSPAN="2" STYLE="text-indent: 0in; tab-stops: 243.0pt 283.5pt right 6.5in">&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="width: 50%; text-indent: 0in; tab-stops: 243.0pt 283.5pt right 6.5in">&nbsp;</TD>
    <TD STYLE="width: 4%; text-indent: 0in; tab-stops: 243.0pt 283.5pt right 6.5in">By:</TD>
    <TD STYLE="width: 46%; border-bottom: windowtext 1pt solid; text-indent: 0in; tab-stops: 243.0pt 283.5pt right 6.5in">/s/Gregory C. Brown</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="text-indent: 0in; tab-stops: 243.0pt 283.5pt right 6.5in">&nbsp;</TD>
    <TD STYLE="text-indent: 0in; tab-stops: 243.0pt 283.5pt right 6.5in">&nbsp;</TD>
    <TD STYLE="text-indent: 0in; tab-stops: 243.0pt 283.5pt right 6.5in">Gregory C. Brown</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="text-indent: 0in; tab-stops: 243.0pt 283.5pt right 6.5in">&nbsp;</TD>
    <TD STYLE="text-indent: 0in; tab-stops: 243.0pt 283.5pt right 6.5in">&nbsp;</TD>
    <TD STYLE="text-indent: 0in; tab-stops: 243.0pt 283.5pt right 6.5in">General Counsel and Executive Vice President</TD></TR>
</TABLE>
<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;&nbsp;</P>

<P STYLE="margin: 0"></P>

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{"company-data": {"conformed-name": "BreitBurn Energy Partners L.P.", "cik": "0001357371", "assigned-sic": "1311", "irs-number": "743169953", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-33055", "film-number": "12826435"}, "business-address": {"street1": "515 SOUTH FLOWER STREET", "street2": "SUITE 4800", "city": "LOS ANGELES", "state": "CA", "zip": "90071", "phone": "(213) 225-5900"}, "mail-address": {"street1": "515 SOUTH FLOWER STREET", "street2": "SUITE 4800", "city": "LOS ANGELES", "state": "CA", "zip": "90071"}}
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)
May 9, 2012 (May 8, 2012)
___
BREITBURN ENERGY PARTNERS L.P.
(Exact name of Registrant as specified
in its charter)
___
Delaware
001-33055
74-3169953
(State or other jurisdiction of
incorporation or organization)
(Commission
File Number)
(I.R.S. Employer
Identification No.)
515 South Flower Street, Suite 4800
Los Angeles, CA 90071
(Address of principal executive office)
(213) 225-5900
(Registrant's telephone number,
including area code)
___
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:
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry
into a Material Definitive Agreement.
On May 8, 2012, Pacific Coast Oil Trust
(the "
Trust
"), which was formed by Pacific Coast Energy Company LP ("
PCEC
"),
formerly named BreitBurn Energy Company L.P., completed its initial public offering (the "
Trust IPO
").
BreitBurn Energy Partners L.P. (the "
Partnership
") has no direct or indirect ownership interest in PCEC
or the Trust. Certain of the executive officers of the general partner of the Partnership are also executive officers of the general
partner of PCEC and investors in PCEC.
As part of the
Trust IPO, PCEC conveyed net profits interests in its oil and natural gas production from certain of its properties to the Trust
in exchange for Trust units. PCEC's assets consist primarily of producing and non-producing crude oil reserves located in Santa
Barbara, Los Angeles and Orange Counties in California, including certain interests in the East Coyote and Sawtelle Fields. Prior
to the Trust IPO, PCEC operated the East Coyote and Sawtelle Fields for the benefit of itself and the Partnership, which owned
the non-operated interests in the East Coyote and Sawtelle Fields, and the Partnership paid an operating fee to PCEC. PCEC owned
an average working interest of approximately 5.0% in the two fields and also held a 35% reversionary interest in the two fields
under the
Amended and Restated Agreement of Limited Partnership (the "
BEPI Partnership Agreement
")
of BreitBurn Energy Partners I, L.P ("
BEPI
"), dated as of May 5, 2003, by and between BEP (GP) I, LLC
("
BEP
"), as general partner, and the Partnership, as limited partner
, which
reversionary interest was expected to result in an increase in PCEC's ownership interests in the properties during the second
quarter of 2012.
Dissolution Agreement
In connection with the closing of the Trust
IPO, the Partnership, PCEC, BEP, BEPI and certain other parties entered into a Dissolution Agreement, dated as of May 8, 2012,
and effective as of April 1, 2012 (the "
Dissolution Agreement
"). Pursuant to the Dissolution Agreement,
the Partnership and PCEC agreed to dissolve the BEPI partnership, liquidate the properties and assets of BEPI, distribute the properties
and assets of BEPI to the Partnership and PCEC and terminate BEPI, effective April 1, 2012. The Partnership and PCEC also agreed
to amend the BEPI Partnership Agreement to implement such dissolution, liquidation and termination. In addition, pursuant to the
Dissolution Agreement,
PCEC's ownership interest in the East Coyote and Sawtelle Fields was increased
in accordance with its reversionary rights effective April 1, 2012, and PCEC agreed to convey and transfer to a wholly-owned subsidiary
of the Partnership an interest in the Sawtelle Field that was previously held by PCEC separately from BEPI. As a result of these
transactions, the Partnership's working interest in the East Coyote and Sawtelle Fields is now approximately 62.4%.
In accordance with the Dissolution Agreement,
BreitBurn Operating L.P. ("
BOLP
"), a wholly-owned subsidiary of the Partnership, has become the operator
of the East Coyote and Sawtelle Fields and has entered into separate operating agreements with PCEC with respect to each of the
East Coyote and Sawtelle Fields. As a result, the Partnership will no longer pay an operating fee to PCEC. Pursuant to the operating
agreements, PCEC has agreed to pay a development fee equal to 5% of the cost of development of the properties, and upon termination
of the Third Amended and Restated Services Agreement (as described below), an operating fee of 15% of the cost of operating the
properties. Pursuant to the Dissolution Agreement, the parties agreed to enter into the Third Amended and Restated Administrative
Services Agreement (as described below) and the First Amendment to Omnibus Agreement (as described below). In addition, PCEC agreed
to obtain certain D&O liability insurance on the Partnership's behalf. PCEC also agreed to pay $250,000 to the Partnership,
and certain legal fees incurred by the Partnership, in connection with the transactions contemplated by the Dissolution Agreement.
The foregoing description of the Dissolution
Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference
to the Dissolution Agreement, which will be filed with our Quarterly Report on Form 10-Q.
Amendment No. 1 to BEPI Partnership Agreement
In connection with the Trust IPO and pursuant
to the Dissolution Agreement, BEP, as general partner, and the Partnership, as limited partner, entered into Amendment No. 1 to
the BEPI Partnership Agreement, dated as of May 8, 2012 ("
Amendment No. 1 to the BEPI Partnership Agreement
").
Pursuant to Amendment No. 1 to the BEPI Partnership Agreement, the parties agreed to amend BEPI's liquidation and termination
provisions to provide that, upon dissolution of BEPI by consent of BEP, as general partner, and the Partnership, as limited partner,
BEP shall act as the liquidator and shall wind up BEPI's affairs and shall distribute the properties and assets of BEPI as
provided in any dissolution agreement signed by BEP and the Partnership.
1
The foregoing description of the
Amendment
No. 1 to the BEPI Partnership Agreement
and the transactions contemplated thereby does not purport to be complete and is
qualified in its entirety by reference to the
Amendment No. 1 to the BEPI Partnership Agreement
,
which will be filed with our Quarterly Report on Form 10-Q.
Third Amended and Restated Administrative
Services Agreement
PCEC has no employees, executive officers
or directors, and is managed by its general partner.  All of the executive officers of PCEC are employees of BreitBurn
Management Company, LLC ("
BreitBurn Management
"), which is a wholly-owned subsidiary of the Partnership.  In
August 2008, BreitBurn Management entered into a Second Amended and Restated Administrative Services Agreement (the "
Second
Amended and Restated Administrative Services Agreement
") with PCEC, pursuant to which BreitBurn Management manages
the operations of PCEC and provides administrative services to PCEC.
These services include operational
functions such as exploitation and technical services, petroleum and reserves engineering and executive management, and administrative
services such as accounting, information technology, audit, human resources, land, business development, finance and legal.
These
services are provided in exchange for a monthly fixed fee for indirect expenses and reimbursement for all direct expenses, including
incentive compensation plan costs and direct payroll and administrative costs related to PCEC properties and operations.
For
the first three months of 2012, the monthly fixed fee paid by PCEC for indirect expenses was $571,000.
In connection with the completion of the
Trust IPO, BreitBurn Management and PCEC entered into the Third Amended and Restated Administrative Services Agreement, dated as
of May 8, 2012, and effective as of April 1, 2012 (the "
Third Amended and Restated Administrative Services Agreement
"),
which amended and restated the Second Amended and Restated Administrative Services Agreement. Pursuant to the Third Amended and
Restated Administrative Services Agreement, PCEC has agreed
to pay to BreitBurn Management a monthly
fixed fee of $700,000 for indirect costs,
including general and administrative costs, relating to the performance of Services
(as defined in the Third Amended and Restated Administrative Services Agreement)
from April 1, 2012
through August 31, 2014.
After August 31, 2014, the monthly fixed fee for such indirect costs will be determined on a biannual
basis. PCEC will also reimburse BreitBurn Management monthly for all Third Party Costs, LTIP Costs and Direct Costs (as such terms
are defined in the Third Amended and Restated Administrative Services Agreement) relating to the performance of Services for PCEC.
The initial term of the Third Amended and
Restated Administrative Services Agreement is April 1, 2012 through August 31, 2014. In the absence of written notice delivered
to the other party by either party to the agreement of its intention not to continue under the terms of the agreement, given no
later than 180 days before August 31, 2014, and each successive anniversary thereof, provided that a new monthly fixed fee has
been determined by the parties, the term of the agreement will be extended for one additional calendar year until either or both
parties have given notice of their intention to terminate.
PCEC may terminate the Third Amended and
Restated Administrative Services Agreement by giving written notice of such termination to BreitBurn Management upon (1) a PCEC
Change in Control (as defined in the Third Amended and Restated Administrative Services Agreement), (2) a BBEP Change in Control
(as defined in the Third Amended and Restated Administrative Services Agreement), (3) a BreitBurn Management Change in Control
(as defined in the Third Amended and Restated Administrative Services Agreement), or (4) BreitBurn Management's failure to
pay its employees providing services within 30 days of the date such employees' payment is due, subject to the terms of the
Third Amended and Restated Administrative Services Agreement. In addition, PCEC may terminate the Third Amended and Restated Administrative
Services Agreement by giving 180 days prior written notice of such termination to BreitBurn Management. BreitBurn Management may
terminate the Third Amended and Restated Administrative Services Agreement upon a PCEC Change in Control. In the event that PCEC,
the Partnership or BreitBurn Management becomes bankrupt or dissolves or commences liquidation or winding-up, the Third Amended
and Restated Administrative Services Agreement will automatically terminate without notice to the other party.
2
If the Third Amended and Restated Administrative
Services Agreement is terminated prior to August 31, 2014 by PCEC, upon (1) a PCEC Change in Control, (2) a BBEP Change in Control
or BreitBurn Management Change in Control due to the fact that both Halbert Washburn and Randall Breitenbach are no longer employed
as CEO and President of the Partnership or BreitBurn Management, respectively, or (3) 180 days prior written notice, or by BreitBurn
Management, upon a PCEC Change in Control, PCEC shall be obligated to promptly reimburse BreitBurn Management for its reasonable
expenses incurred in reducing its staffing, including, but not limited to reasonable severance payments, up to a maximum of the
lesser of two times the monthly fee in effect at the date of such termination and $2,000,000.
The foregoing description of the Third Amended
and Restated Administrative Services Agreement and the transactions contemplated thereby does not purport to be complete and is
qualified in its entirety by reference to the Third Amended and Restated Administrative Services Agreement, which will be filed
with our Quarterly Report on Form 10-Q.
First Amendment to Omnibus Agreement
In connection
with the Trust IPO, the Partnership,
BreitBurn GP, LLC and BreitBurn Management
entered into
the
First Amendment to Omnibus Agreement, dated as of May 8, 2012, with PCEC, Pacific Coast Energy Holdings LLC, formerly
known as BreitBurn Energy Holdings, LLC, and PCEC (GP) LLC, formerly known as BEC (GP) LLC (the "
First Amendment to
Omnibus Agreement
"). Pursuant to the First Amendment to Omnibus Agreement, the parties agreed to
amend the Omnibus Agreement among the parties, dated as of August 26, 2008 (the "
Omnibus Agreement
"),
to remove Article III of the Omnibus Agreement, which contained the Partnership's right of first offer with respect to the
sale of assets by PCEC and its affiliates.
The foregoing description of the First Amendment
to Omnibus Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety
by reference to the First Amendment to Omnibus Agreement, which will be filed with our Quarterly Report on Form 10-Q.
Item 1.02. Termination
of a Material Definitive Agreement.
The information included, or incorporated
by reference, in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 1.02.
3
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.
Dated: May 9, 2012
BREITBURN ENERGY PARTNERS L.P.
By:
BREITBURN GP, LLC,
its general partner
By:
/s/Gregory C. Brown
Gregory C. Brown
General Counsel and Executive Vice President
4