December 10, 2012
Division of Corporation Finance
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
| | Re: | BreitBurn Energy Partners L.P. |
BreitBurn Finance Corporation
Registration Statement on S-4
Filed October 18, 2012
File No. 333-184489
Ladies and Gentlemen:
This letter accompanies Amendment No. 1 to the Registration Statement on Form S-4 of BreitBurn Energy Partners L.P. (the “Partnership”) and BreitBurn Finance Corporation (“BreitBurn Finance,” and together with the Partnership, the “Issuers” ) respecting the exchange offer of up to $450,000,000 aggregate principal amount of their 7.875% Senior Notes due 2022 that were originally issued in Rule 144A transactions and have not been registered under the Securities Act of 1933 (the “Securities Act”) for an equal amount of their 7.875% Senior Notes due 2022 that have been registered under the Securities Act (the “Senior Notes”).
The purpose of this letter is to confirm supplementally to the staff of the Division of Corporation Finance (the “Staff”) of the United States Securities and Exchange Commission that the Issuers are registering the Senior Notes to be issued in such exchange offer in reliance on theExxon Capital Holdings Corporation letter (available May 13, 1988), theMorgan Stanley & Co. Incorporated letter (available June 5, 1991), and theShearman & Sterling letter (available July 2, 1993). The Issuers hereby represent that they have not entered into any arrangement or understanding with any person (including any broker-dealer) to distribute the Senior Notes to be issued in the exchange offer and, to the best of their knowledge and belief, each person (including any broker-dealer) participating in the exchange offer will acquire such Senior Notes in the ordinary course of business and with no arrangement or understanding with any person to participate in a distribution of Senior Notes to be received in the exchange offer.
BREITBURN ENERGY PARTNERS L.P.
515 South Flower Street 48th Floor Los Angeles, California 90071 Phone (213) 225-5900 Fax (213) 225-5916
Division of Corporation Finance
December 10, 2012
Page 2
If any additional supplemental information is required by the Staff, please contact the Issuers’ counsel, Shelley A. Barber, whose telephone number and mailing address are shown on the facing sheet of the S-4 Registration Statement.
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| Very truly yours, |
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| BREITBURN ENERGY PARTNERS L.P. |
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| By: | | BREITBURN GP, LLC, its general partner |
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| By: | | /s/ Gregory C. Brown |
| | Name: Gregory C. Brown |
| | Title: General Counsel & Executive Vice President |
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| | BREITBURN FINANCE CORPORATION |
| |
| By: | | /s/ Gregory C. Brown |
| | Name: Gregory C. Brown |
| | Title: General Counsel & Executive Vice President |
Vinson & Elkins LLP
BREITBURN ENERGY PARTNERS L.P.
515 South Flower Street 48th Floor Los Angeles, California 90071 Phone (213) 225-5900 Fax (213) 225-5916
