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 12, 2012 (December 11, 2012)

BREITBURN ENERGY PARTNERS L.P.

(Exact name of Registrant as specified in its charter)

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:

Item 1.01. Entry into a Material Definitive Agreement.

Purchase and Sale Agreements

On December 11, 2012, BreitBurn Operating L.P. (“BreitBurn Operating”), a wholly owned subsidiary of BreitBurn Energy Partners L.P. (the “Partnership”), entered into two purchase and sale agreements, each dated December 11, 2012 (collectively the “Purchase Agreements”). The assets to be acquired by BreitBurn Operating under the Purchase Agreements consist of oil and gas properties, which are located in Howard, Martin, Midland and Glasscock Counties, in the Permian Basin of Texas.  The Acquisitions (as defined below) are not conditioned upon each other.

The CrownRock Asset Acquisition

 Under the terms of a Purchase and Sale Agreement with CrownRock, L.P. (“CrownRock”), as seller (the “CrownRock Purchase Agreement”), BreitBurn Operating agreed to acquire certain oil and gas assets (the “CrownRock Assets”) from CrownRock in exchange for approximately $165 million in cash, subject to customary purchase price adjustments (the “CrownRock Acquisition”). 

The CrownRock Purchase Agreement contains customary representations and warranties and covenants by each of the parties.  Among other things, during the interim period between the execution of the CrownRock Purchase Agreement and closing of the CrownRock Acquisition, CrownRock has agreed to operate and maintain the assets in the regular and ordinary manner and not to engage in certain types of activities and transactions, subject to certain exceptions. CrownQuest Operating, LLC, an affiliate of CrownRock, will operate the assets for a period of time after the CrownRock Acquisition has closed pursuant to the terms of a transition services agreement. The CrownRock Purchase Agreement is subject to customary closing conditions and provides that the CrownRock Acquisition will close on or before December 31, 2012, after the conditions to closing have been satisfied.

The Lynden Asset Acquisition

Under the terms of a Purchase and Sale Agreement with Lynden USA Inc. (“Lynden”), as seller (the “Lynden Purchase Agreement”), BreitBurn Operating agreed to acquire certain oil and gas assets (the “Lynden Assets”) from Lynden in exchange for approximately $25 million in cash, subject to customary purchase price adjustments (the “Lynden Acquisition,” and together with the CrownRock Acquisition, the “Acquisitions”).

The Lynden Purchase Agreement contains customary representations and warranties and covenants by each of the parties. The Lynden Purchase Agreement is subject to customary closing conditions and provides that the Lynden Acquisition will close on or before December 31, 2012, after the conditions to closing have been satisfied. 

The Partnership intends to fund the consideration for the Acquisitions with borrowings under the Partnership’s bank credit facility.

The foregoing description of the rights and obligations of BreitBurn Operating, CrownRock and Lynden under the Purchase Agreements and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreements, which are attached hereto as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and are hereby incorporated by reference into this Item 1.01.

Item 7.01. Regulation FD Disclosure.

On December 11, 2012, the Partnership issued a press release announcing the execution of agreements to acquire oil and gas assets located in the Permian Basin in Texas. A copy of the press release is furnished and attached as Exhibit 99.1 hereto and is incorporated herein solely for the purposes of this Item 7.01 disclosure.

The information set forth in this Current Report on Form 8-K provided under Item 7.01 and in Exhibit 99.1 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, unless the Partnership specifically states that the information is to be considered “filed” under the Exchange Act or incorporates it by reference into a filing under the Exchange Act or the Securities Act of 1933, as amended.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

10.1* Purchase and Sale Agreement, dated December 11, 2012, between CrownRock, L.P. and BreitBurn Operating L.P.

10.2* Purchase and Sale Agreement, dated December 11, 2012, between Lynden USA Inc. and BreitBurn Operating L.P.

99.1 BreitBurn Energy Partners L.P. press release dated December 11, 2012 announcing acquisition agreements.

* The schedules to this agreement have been omitted from this filing pursuant to Item 601(b) (2) of Regulation S-K. The Partnership will furnish copies of such schedules to the Securities and Exchange Commission upon request.

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.

EXHIBIT INDEX

* The schedules to this agreement have been omitted from this filing pursuant to Item 601(b) (2) of Regulation S-K. The Partnership will furnish copies of such schedules to the Securities and Exchange Commission upon request.