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BreitBurn Energy Partners, L.P. (NASDAQ:BBEP)

BAML Energy and Power Leveraged Finance Conference Call

May 14, 2013, 09:50 a.m. ET

Executives

Halbert S. Washburn – Co-founder and Chief Executive Officer

Analysts

Jimmy Nguyen – Bank of America Merrill Lynch

Jimmy Nguyen – Bank of America Merrill Lynch

My name is Jimmy Nguyen and on behalf of Bank of America Merrill Lynch. I would like to thank you for joining us today. Next step, I would like to introduce BreitBurn Energy Partners and with the company we have, Hal Washburn, Chief Executive Officer. Please go ahead.

Hal Washburn

Thank you, Jim. Guys I apologize in advance, I've been fighting the cold. So if I start to lose my voice, I'll jump to the water. Anyway, I'm Hal Washburn. I'm co-founder and CEO of BreitBurn Energy Partners. We are an upstream Master Limited Partnership. We are actually celebrating our 25th Anniversary of business. We've founded the company 25 years ago in May of 1988 in last week, closing development NASDAQ next week in celebration of 25 years in business, but anyway we've been in the oil and gas and the acquisition and exploitation business for 25 years.

My partner Randy Breitenbach and I started the business. We are both petroleum engineers out of Stanford and we had a theory, a thesis, that technology was going to allow us to increase recoveries of oil and gas and we thought that, it would work very well in the United States and that the (inaudible) from United States by all the major oil companies in late 80s was in the stake. We felt that new technologies would allow us to continue to grow production here in United States and so we build the business on the back of that. We acquired interest in large oil and gas fields, embracing technology to increase the reserves, the production, the cash flow and therefore the value.

We've been growing through acquisitions. We've never been an exploration company. These entire 25 years we did it, have done it well for 25 years. We have an enterprise value today about $2.7 billion. We did an IPO in October 2006, we were I guess the second or third of the upstream MLPs that went out public. We have a great collection of high quality MLP assets about 150 million barrels of crude reserves, about 20% of that is proved undeveloped and the rest is proved developed, very evenly balanced between oil and natural gas, about half oil, half gas small amount of liquid about 4% NGL.

We have been very active in the acquisition market for 25 years, particularly active over the last year and half to two years. We've closed just under $1 billion worth of deals since July of 11. And last year, we targeted between $300 million and $500 million of acquisitions, and actually were successful in closing slightly more than $600 million of acquisitions in 2012. So this year, we've set probable target of at least $500 million for the acquisition to '13.

We're committed to increase in distribution and we've done that successfully for 12 consecutive quarters. We've increased distributions by 27%, since the first quarter of 2010, which is the best in class among E&P MLPs. We have a very conservative capital structure however, very important us to maintain liquidity and to keep our balance sheet strong. We're about 31% debt or enterprise value and 2.8 times leverage ratio compared to our peers, who were about 3.5 times.

And we have little drawn our revolver. We have $900 million borrowing base, which at our election could go to $1 billion. We have approximately $100 million drawn. So we have $800 million to $900 million in liquidity today. For an excess of what we need to execute on a $500 million plus of acquisitions that we are targeting for 2013. We value diversification. It's important to us, to not be tied into any single play and any single basin, state or region or any particular commodity type.

As I mentioned earlier, we are very evenly balanced between oil and natural gas that's by design. We are also evenly basined around the country that's also by design. We are not looking to grow the business 40% or 50% for the year on the Eagle Ford or Bakken development program. We're looking to grow in the business and in the mid single-digit on the Bakken development year-in, year-out with our additional growth coming through acquisition.

So with large businesses in all the states we operate in, except for Indiana and Kentucky were very small natural gas business there we acquired a long list of large business in Michigan. But nevertheless, the basins, the large operator's top 10 producers in many other states in some states including Michigan were the largest gas producing State of Michigan. You might hear Chevron say they're not right. We are. But anyway, we have a large business in California, where we started the company great oil and gas fields primarily, medium-to-light gravity crude. So the premium most recent field postings, we were getting California was $105 per barrel.

So extremely high net task [ph] in California. We enter Texas and I'll talk more about that. Shortly, we entered Texas in 2012 and have a very significant development program planned for the next few years in West Texas. And we've been in Wyoming for more than a decade, a place that we continue to grow the business through acquisition and development drilling and we continue to drill in Florida.

So as I said, we've been in business since 1988. We've been following the same strategy since then; we have a strong technical and operating teams that we've been building for the last 25 years. We've acquiring and integrating acquisitions during that time period, and we are very focused on using the appropriate technologies to increase values and the assets, we acquire. When we're looking at assets, we are looking for properties have lot of oil and gas in place, not necessarily lot of reserves, but lot of oil and gas in place because we believe overtime.

Our operational expertise as well as new technologies will allow us to create resources and well in place, into reserves and production. We're always looking for inventory of low-risk development opportunities throughout the portfolio, looking for commodities, diversity and a balance reserve base and you put that all together. You have a long life shallow declined assets like we have in our portfolio, visible growth in the portfolio through low-risk exploitation and on top of that, we're in very significant hedging to control volatility in our cash flows.

So we're committed to grow in distributions. We said publicly, we are targeted about 5% per year in distribution growth. We want that to be steady, we want it to be predictable and we want that to be dependable. The way we do that, there's several steps. First we have a strong asset base in the partnership portfolio today, excellent MLP assets very low decline, very predictable production and cash flow generation.

We also have organic growth opportunity. So we want to be able to grow the business slightly, not significantly through the drill, but just slightly with single-digit long-term growth through the drill bit. We want to have opportunities to grow oil and we want to have opportunities to grow natural gas. We don't believe that oil will always be much, much more valuable than natural gas and so when things change, we want to be in a position to do and drill natural gas wells as well.

On top of that, we have a very strong hedge book and that hedge book is very important in maintaining the volatility and the business that we're in. and finally, we were to grow distributions we have to operate well. We have the core assets to use lot of to cash flow, we've got to operate those well, we've a great team to do that. We've got to avoid [ph] capital well, we have to drill wells, they've come in as we expect them to, they've to perform, but on top of that. We also have to make acquisition.

The third lag of the store is making acquisitions that are accretive to our business. We are focused on that, we've been doing it for 25 years. We've done it successfully for 25 years, but we don't grow the business without that. We are not an exploration business. We're an acquisition and exploitation business. So all three of those core competencies have to work and again we've been doing that for long time. We believe that we did it very well.

What that leads to, is our ability to continue to increase distribution and as I said, we've had 12 consecutive quarters of distribution increases in fiscal year 2012. We've paid out about 7% more than we did in the prior year. We've grown the business significantly since the IPO. When we took BreitBurn in public, we put collection of assets into the Master Limited Partnership to oil in California and Wyoming made up about 30 million barrels of crude reserves.

Today, we are in seven states, with about 150 million barrels of crude reserves. It grew our business from about 600 wells to over 5,000 wells. And we had about $300 million of EBITDA last year compared to about $60 million in 2006, in the time of the IPO. We've grown the business, it's very difficult to grow and acquire people and the right people, but we've been successful in doing that and we've added 300 talented employees to the asset base and to the business. And with increased of volume capacity from $100 million to $900 million with the opportunity at our election to go to $1 billion.

So we've grown the business dramatically. We are now in seven states. We have long-life reserves, R/P of 17 plus years, very low decline, very predictable production profile. Which means, that we can break the cash to regenerate it? So we have over 5,000 wells. We have premium quality crude in California as well as in South Florida price against Price against Brent, which means as I mentioned earlier, we have attractive pricing on that well. We have lot of acreage over 900,000 gross and 500,000 net acres. And we have do have some explored some resources plays at a early stage in Michigan. I've got a slide; I'll talk a little bit about those.

We've also operate a great deal of production that's about 84% of 2012 product was operated. And as I mentioned earlier, we have an extensive inventory of low-risk revolving. So we've grown the business dramatically over the last three years and we've also grown our exposure crude oil. In 2010, we are about 65% natural gas. In 2012, about 53% oil and liquid. In 2010, less than 10% of our reserve base was PUD. Today we've grown the PUDs, which they're drilling opportunities for about 20%.

In 2010, we had about 1,000 infill gas locations that were held by production, actually quite a few more than a 1,000 but in excess for 1,000, but very few of those forward drilling locations. As I talked about more, we've grown that. So we've still a lot of gas locations and now we have several years of infill drilling oil locations.

So I'll talk a little bit about the main stage or active in our appendix. These slides are available on our website, with all the detail and the other regions. First one is Wyoming. In Wyoming, we have three general areas works. Oil up in Big Horn and Wind River Basin. Oil in the Powder River Basin. Dry gas down in Evanston, Green River. We are going to drill about $25 million to $30 million worth of oil wells in Wyoming this year. Pretty consistent with what we did last year. I think last year we drilled 20, I think we'll drill 17 this year. Expect to add oil.

Nice thing about the Wyoming business is that. We have opportunities in both oil and natural gas, and we have low lifting cost about $12.50 per Boe. The difficulty that we have in Wyoming is budget. There is always a season of basis differentials in Wyoming, and we saw that great swing in the first quarter of 2013. Discount to WTI went from about $11 in the fourth quarter of '12 to over $25 in the first quarter of '13.

Most of this oil, if not all of it is consumed in the local market. It's used, it's (inaudible) oil, it's used primarily for construction. It's always slows down in the winter. We always see that, spread in the basin the basins differential however this year was exacerbated by the increased supply through the Rocky Mountain region. We are starting to see that tighten. We don't expect $25 differential to be the long-term, but we do see it every first quarter, we do see it widen out.

So that's one, I guess that's probably our issue in Wyoming. It's great oil, its low operating cost very repeatable. However, we do get a pretty significant discount today and until new [ph] pipe is put in and more rail facilities are put in. we don't expect that to disappear. Texas is new operating area for us. We've been saying for (inaudible) we wanted to enter the Permian Basin and we did in 2012 with a series of acquisition.

We now have about 12,000 gross acres and about 8,800 net acres. We operate about 66% of our production. We have 90 producing wells, with an average working interest 70% and we have a significant portfolio of infill drilling locations on 40 acres, as well as upside down to 20 acres which a lot of the offset operators drill in the area. Here we produce primarily light crude about 40 API and some liquids rich high BTU gas, which some portion of that it comes out of NGL and some sort of liquids rich gas.

In 2012, we had $16 million capital program. It will be extended dramatically in 2013. It will be close to $100 million. Really $16 million was kind of run rate, we did two of the acquisitions in the summer and three of the acquisitions in December. California, a coal operating area. We've been in California since the late 80s. We have interest in several multi-billion barrel oil field.

We have interest throughout southern California in addition to the acquisition that we've made at the end of last year of an interest in Belridge field, another one of the multi-billion barrel oil field. High net revenue interest, high working interest in many cases. We have 100% working interest and close to 100% net revenue interest. Back in the early 1900s, the land was very cheap in southern California and the oil company sell them to (inaudible) they were just by the (inaudible).

So we have very low royalty burden in most production in southern California. Again as I mentioned, we see a premium pricing. There is no pipeline inter connect between California and the rest of the country, therefore the competitive barrels of waterborne barrels and as result we sell oil today for well worth of $100 per barrel.

So extremely high operating margin. We will spend about $85 million to $90 million drilling wells in California in 2013. We've spent about $50 million in 2012. I mentioned earlier, we do have some acreage in couple early stage, resource plays both of which are in the same part of northern Michigan and both of which at very early stage. The A-1 Carbonate is a play that Devon highlighted the extent fair amount of money, accumulated acreage of drilling test well.

I don't think, they've had a great deal of success at this point. We are however, monitoring their activity. We've about 75,000 acres in the play. Probably little bit further along in wells and process with Utica Collingwood and that's again over the same area. We are talking about northern Michigan our acres is in yellow. Encana has continued to develop wells. These black lines indicate, what we believe to be the dry gas window, the liquids window and the oil window.

As you can see, BreitBurn's acreage is largely in the liquids rich windows. Information held very tight, however it appears that Encana's made technically successful wells in the dry gas window. Chesapeake (inaudible) did not make any successful wells and oil window. It seems however, that Encana has made both technically successful and economically successful wells in liquids rich window.

Again we're monitoring it. We hold virtually all of this acreage by production. So we are not in a position where we need to do anything. We've got a large position about 130,000 net acres and as associated, about 85% of that HBP. So we will just watch Encana. This will probably could come to us, if this isn't reason to by BreitBurn, but it is some option value that's in our portfolio that could be exciting if other operators crack the code, you want to see us drilling significant number of these wells, but we will watch as others do.

So our capital program for 2013. We are going to spend about $260 million drilling primary oil wells, 97% of that capital budget is going to spent on high margin oil projects. We are going to drill or re-drill about 135 wells in five states and we will have as many as 10 rigs running at various times during 2013. We expect to increase our liquids production by 40% over the course of the year.

We will continue accelerate our move from 65% net gas several years ago to 55% to 60% liquids, we expect by the end of the year. In the first quarter, we completed 16 wells gross, 11.5 net of the 135. Did 10 workovers and added about 1,100 barrels a day of net production. We don't do a lot in the first quarter. Especially not in Michigan and Wyoming just because of the winter weather and the increased cost.

So the bulk of our capital is going to be spent in the last three quarters of the year and we expect a pretty significant production ramp up with an exit rate about 28,000 Boe per day compared to the average about 24,000 in the fourth quarter of 2012. So again we spent capital across the nation in Texas, we drilled 60 wells and spent just under $100 million. California, we drilled 46 wells, spent about $85 million and throughout the rest of the organization, we'll spend the other $80 million or $90 million.

I'll talk a little bit now about acquisitions because they're core part of our strategy, without acquisitions we don't continue to grow. We're very disciplined in how we acquire, we have a dedicated team of 15 professionals working in business development and evaluation. We look at a lot of deals. In 2012, we screened over 500 opportunities. We took 34 to full evaluation and we made bids on another 20 exposed just under $2 billion. We closed seven for just over $600 million. Wyoming, California and five deals in Texas.

So we closed seven deals out of 500 we looked at our hit rate is generally about 1%. So we were a little more successful in usual in 2012, we've got seven deals. Our entry in the Texas was a great transaction for us and I'll talk a little more about it, but we blew our target away. We said, we wanted to be $300 million to $500 million worth of deals and we did over $600 million worth of deals.

Specifically, entering Texas was great for us. We had established relationships with CrownQuest and their CrownRock joint venture. We respected them as operators in West Texas like what they did, they had a number of projects going in the business of acquired acreage. Proving that acreage up and then sell it and doing it again. The CrownRock joint venture is with Lime Rock the private equity firm.

So we talked to them about a year, before we got our first deals same what you do, could work very well and we could be a source of liquidity for you and we could structure a deal, and the first deal we did, with CrownRock and Element in summer of last year, was about $220 million transaction. Element was a non-op partner and was engineered to work very well for BreitBurn. In this deal we bought, 100% percent of the 40 existing wells then existing wells.

So we got all of the existing production and we bought half of 160 infill locations. So we have significant exposure to growth, we left with CrownRock however 50% in operations. So they continue to drill the wells. We can learn from them, we are not in the position. We need to step into in multi-rig drilling program immediately. We're able to learn from those guys, leverage their expertise in overtime, takeover operations.

So we again, ended up with 100% of 40 existing wells and 50% of 160 wells. We have the contract acquired and remained an interest in those 160 wells, but as they drilled. We take over operations once they drill and assuming likely that over time. We'd be acquiring additional interest in Piedra [ph]. In fact, in the fourth quarter we were approached by CrownRock to do another transaction.

We were worried about potential tax increases in 2013. I guess, we were right to be worried and we were able to move very quickly on acquiring additional existence in some of the projects that we acquired over Lynden wells [ph] and areas around that, even more attractive on valuation just because we were doing, when we got, that they needed to get a deal done, by the end of December. So we did another transaction with CrownRock and their joint venture partners, it was about $200 million there.

So we did about $420 million West Texas on the fact [ph] relationship with CrownQuest. We're looking forward to continue in that relationship. We value it, we like them a lot. They're great operators and they're great partners. In addition, we did the NiMin deal in Wyoming, but both on acquisition and North Western Wyoming for us actually a great transaction. One of the only ones that was really a bit situation.

However, we did it at the inside track because in the bid material, our offset fields were really the prototypes and lookalikes for what could be done, if you develop the fields properly. So we had to get inside knowledge of how these fields could work and it's an acquisition that it's logical for us to make and then AEO, a private company situation. Again the family was very concerned about what was going to happen for taxes in 2013.

However, the founder and father, who was in his 70s really didn't want to cash out. So we did a unique structure, where we paid the son $38 million in cash and we gave the father 3 million units, roughly $60 million worth of units, which he'll hold and take the income from and probably the end of state, when he passes. So it's a unique transaction and not a competitive bid situation at all.

So again, when we look at lot of deals and when we do compete in auctions. We are constantly on the ground talking and developing relationships like the CrownQuest relationship like the AEO relationship, where we are not in large bidding competition. People ask, how do you compete with some of your larger peers? How do you come alive at a target? How much do you need to each year, in order to continue to grow the business? So we put the slide together this year.

We said, that we wanted to do $500 million or more of acquisitions in 2013 and to that sort of level, we really moved the needle. Some of the larger guys, need to do quite a bit more than that, but if we did $500 million worth of acquisitions. We generally buy in five to six times EBITDA range, so it'll be collection of acquisition at six times at the high end of the range.

If we were in that through our model, take out our maintenance capital, take out our interest expense assuming that we finance half of the cost with high yield notes and we issued units for the other half. You see that the typical $500 million acquisition can be $0.21 accretive. If you think our distribution is about $1.90, $0.21 of accretion is meaningful. So this is not, by any means definitive. It's really just less here [ph] to say look, if we do $500 million for the deals, which is less than what we did last year, what we are targeting this year. There can be meaningful accretion.

How we believe that with a combination of best in class operation, a strong capital program, organic program and acquisition. Our goal of 5% distribution growth per year is easily achievable. So I'll talk a little bit about finance. We have grown the business significance since the IPO both production of EBITDA by about 30% compound annual growth rate, since our IPO.

All the while, they'll keep in a very disciplined financing those acquisitions. It's important for us to maintain liquidity, we look to our revolver as short-term financing for our acquisitions. We don't look to our revolver as long-term financing. Although it is very, very expensive. When we underwrite acquisitions, we underwrite them with 50% to 60% of the capital required in form of equity and 40% to 50% of that is debt with lien [ph] of share that debt termed out shortly after the acquisition is made.

In addition, we have a very strong hedge book. We hedge each acquisition very aggressively and we continue to add hedges throughout the portfolio as quarters roll off. Our goal is to about 80% of the next 12 months in the time period hedged, following 12 months about 75%, 70% after that, 60% and 50% through year five. So in year five, under our bank agreements we can start hedging and so we'll be building our book at year five because the goal of getting to 80% by the time, we are in the current year.

We have a distribution coverage ratio, we targeted about 1.1 to 1.2 in the long-term. We were as low as 0.67 this last quarter. We were high as 1.7 times the quarter Q4 '11. So I'm not looking at quarter-on-quarter, but we are looking at long-term and we think 1.1 to 1.2 is the number we' re comfortable with. We've lot of financial flexibility today. We went in capital markets at the end of the third quarter, we issued $200 million in high yield bonds and in addition in the first quarter of this year we issued 50 million common unit.

As a result, we only have about $100 million on our revolver. As I mentioned earlier, we revolve with borrowing basis $900 million with our election and the opportunity to go a $1 billion. So we have $800 million to $900 million available to fund our acquisitions. We enter capital market opportunistically. We know that we are going to be making acquisitions. We know that we are going to raise 50% of the cost of those acquisitions in to equity and about 50% of the cost of the acquisition through bond.

When there is market share open, you will see a tipped off. If we were not to make acquisitions or plan to make acquisitions in 2013. We wouldn't have done the equity deal and probably wouldn't have done the debt deal in September. So today we have, I think pre-funded significant part of our acquisition plan for 2013. So grown distributions consistently in consecutive three for 12 straight quarters. We don't have incentive distribution rights. Some of our IDRs are split through the GP. So that all the cash flows through the common unit holders. We will fund that future distribution growth, through the combination of operations, organic growth, ongoing acquisitions.

We'll talk a little bit about commodity pricing protection because it is important as we see our profile consistent with the 80%, 75%, 70%, 60% and building this year. We have a very clean vanilla hedge book. The beige area is swaps, the dark is collars and the light is puts. We don't have many puts, we don't have (inaudible) markets. We look at hedging as insurance to protect our cash flows. It's very important to us, but it is very clean vanilla. So virtually all stock.

The reason we had you shown on this slide. What we have done here is, we've taken our adjusted EBITDA by quarter since first quarter of '08 in the bars and plotted that against oil and gas prices during the same period. And as you can see, we had oil at 114 gas at '14, by the six months later that by six months later, you'll notice the second half of 2008, summer of '08 by the first quarter of 2009, oil lost $100 a barrel, gas has lost $10 Mcf. I didn't think, I'd see a $100 barrel in my career, much less see oil drop by $100 a barrel in six month.

However, despite that prolific [ph] drop in commodity prices, our EBITDA was up 15% and then have rock steady throughout the downturn. So this is why we hedge. We want to have consistent cash flow generation. We have an attractive yield. I don't like this slide nearly as much as the other one, but I'd like this over here. In fact, I want to get off that slide. I'd like to see this over here, but we have about 10% yield to that.

So after that, we've been in the business 25 years operating same strategy. We have a high quality asset base. We have large positions in some large basins areas that we want to continue to grow. We have grown distributions consistently for 12 consecutive quarters for total of 27%. Its strong acquisitions track record completing close to $1 billion of acquisition since July of 2011. Very strong hedge book and again an attractive yield. Thank you very much and I think we have minute or so for questions.

Question-and-Answer Session

Jimmy Nguyen – Bank of America Merrill Lynch

Yes, I think we have about, time for one question. I guess on the fast line that there are on a lot of high yield or sure down in California and Michigan, but how does the opportunity set with out there?

Hal Washburn

How does the opportunity looks in California, through acquisitions?

Jimmy Nguyen – Bank of America Merrill Lynch

Yes. California and Michigan.

Hal Washburn

We'd love to do more in California but it's very consolidated. The major oil companies Chevron, Exxon, Shell and a very large independent stocks, I guess (inaudible) PXPN [ph] has control about 70% to 80% of the total productions in states. So it's very difficult, we do make acquisitions or always looking at deals, but there's just not nearly as much that's being transacted in California. We'd love to consolidate more in Michigan. There are several guys with large positions.

I think there is some significant potential for cost cutting. If we lower our systems. We have a very large infrastructure system there, thousands of miles of line, seven plant, 100,000 plus horsepower compression. So Jimmy that we think that we can consolidate and cut cost but right now nobody is selling natural gas that doesn't have to.

Jimmy Nguyen – Bank of America Merrill Lynch

Thank you very much. Hal.

Hal Washburn

Yes.

Jimmy Nguyen – Bank of America Merrill Lynch

Sorry.

Unidentified Participant

In terms of (inaudible).

Hal Washburn

We are not going to grow acquisitions, we don't make it. If you'll excuse me, we are not going to grow distributions if we don't make acquisitions. We're not looking though for large distributions growth 5% per year is modest. You know we've raised couple cents per quarter because it's very manageable but if for us, if we ever increase distributions we need to operate well, we need to drill wells, that come in as we accept it and we need to be make accretive acquisitions and we need to do all three of those and we've been doing all three of those for 25 years. We think, we can continue but all three of those are required.

Jimmy Nguyen – Bank of America Merrill Lynch

I think actually, I think we've that's the only time we have your questions. Okay, thank you very much.

Hal Washburn

Thank you.

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