HOUSTON, TEXAS December 8, 2022 — Buckeye Partners, L.P. (“Buckeye”) announced today that it has commenced a cash tender offer (the “Tender Offer”) for any and all of its outstanding Junior Subordinated Notes due 2078 (the “Notes”).
In conjunction with the Tender Offer, Buckeye is also soliciting consents (the “Consent Solicitation”) from the holders of the Notes for the adoption of proposed amendments (the “Proposed Amendments”) to the indenture governing the Notes (the “Indenture”) to eliminate substantially all of the restrictive covenants and related provisions contained in the Indenture. Buckeye does not currently intend to engage in any transaction that would otherwise be restricted by such covenants and does not currently intend to exercise its right to redeem the Notes. The Tender Offer and Consent Solicitation are being made pursuant to an Offer to Purchase and Consent Solicitation Statement, dated December 8, 2022 (as may be amended or supplemented from time to time, the “Offer to Purchase”).
Certain information regarding the Notes and the terms of the Tender Offer and the Consent Solicitation is summarized in the table below.
| Notes | CUSIP Number | Principal Amount Outstanding | Tender Offer Consideration(1) | Early Tender Payment (1)(2) | Total Consideration (1)(3) |
| Junior Subordinate Notes due 2078 | 118230AS0 | $297,001,000.00 | $810.00 | $50.00 | $860.00 |
(1) Consideration in the form of cash per $1,000 principal amount of Notes that are validly tendered (and not validly withdrawn). Excludes accrued and unpaid interest, if any, which will be paid in addition to the Total Consideration or Tender Offer Consideration, as applicable.
(2) The Early Tender Payment will be payable to Holders who validly tender (and do not validly withdraw) Notes on or prior to the Early Expiration Time.
(3) Includes the Early Tender Payment for Notes validly tendered (and not validly withdrawn) on or prior to the Early Expiration Time.
The deadline for holders to validly tender Notes and deliver consents and be eligible to receive payment of the Total Consideration (as defined below), which includes the Early Tender Payment (as defined below), will be 5:00 p.m., New York City time, on December 21, 2022, unless extended or earlier terminated by Buckeye (such date and time, as the same may be modified, the “Early Expiration Time”). The Tender Offer will expire at 11:59 PM, New York City time, on January 6, 2023, unless extended or earlier terminated by Buckeye (such date and time, as the same may be modified, the “Expiration Time”). Notes tendered may be withdrawn and consents for the Proposed Amendments delivered may be revoked at any time prior to 5:00 p.m., New York City time, on December 21, 2022, unless extended or earlier terminated by us (such date and time, as the same may be extended, the “Withdrawal Deadline”), but not thereafter, except as may be required by applicable law.
The total consideration payable to holders for each U.S.$1,000 principal amount of Notes validly tendered and not validly withdrawn pursuant to the Tender Offer will be U.S.$860.00 (the “Total Consideration”). The Total Consideration includes an early tender payment of U.S.$50.00 per U.S.$1,000 principal amount of Notes (the “Early Tender Payment”) payable only to holders who validly tender (and do not validly withdraw) their Notes and validly deliver (and do not revoke) the related consents at or prior to the Early Expiration Time. Holders who validly tender (and do not validly withdraw) their Notes after the Early Expiration Time but at or prior to the Expiration Time will be eligible to receive U.S.$810.00 per U.S.$1,000 principal amount of Notes (the “Tender Offer Consideration”), which amount will be equal to the Total Consideration less the Early Tender Payment. In addition, Buckeye will pay accrued and unpaid interest on the principal amount of Notes accepted for purchase from the most recent interest payment date on the Notes to, but excluding, the applicable settlement date for such Notes (the “Accrued Interest”). Payment in cash of an amount equal to the Total Consideration, plus Accrued Interest, for such accepted Notes will be made on the early settlement date, which is expected to be within three business days after the Early Expiration Time, or as promptly as practicable thereafter.
Holders who tender Notes must also consent to the Proposed Amendments to the Indenture. Holders of Notes may not deliver consents to the Proposed Amendments without validly tendering the Notes in the Tender Offer and may not revoke their consents without withdrawing the previously tendered Notes to which they relate. The Proposed Amendments will be set forth in a supplemental indenture relating to the Notes and are described in more detail in the Offer to Purchase. Adoption of the Proposed Amendments requires the delivery of consents by holders of Notes of a majority of the aggregate outstanding principal amount of Notes (not including any Notes which are owned by Buckeye or any of its affiliates), but delivery of requisite consents is not a condition to the Tender Offer.
Buckeye’s obligation to accept for purchase, and to pay for, Notes validly tendered and not validly withdrawn pursuant to the Tender Offer is conditioned upon the satisfaction or, when applicable, waiver of certain conditions, which are more fully described in the Offer to Purchase. In addition, subject to applicable law, Buckeye reserves the right, in its sole discretion, to (i) extend, terminate or withdraw the Tender Offer or Consent Solicitation at any time or (ii) otherwise amend the Tender Offer or the Consent Solicitation in any respect at any time and from time to time. Buckeye further reserves the right, in its sole discretion, not to accept any tenders of Notes or deliveries of consents with respect to the Notes. Buckeye is making the Tender Offer and the Consent Solicitation only in those jurisdictions where it is legal to do so.
Credit Suisse Securities (USA) LLC is acting as dealer manager for the Tender Offer and as solicitation agent for the Consent Solicitation and can be contacted at +1 (800) 820-1653 (toll free), +1 (212) 325-7823 (collect) or [email protected] with questions regarding the Tender Offer and the Consent Solicitation.
Copies of the Offer to Purchase are available to holders of Notes from D.F. King & Co., Inc., the information agent and the tender agent for the Tender Offer and the Consent Solicitation. Requests for copies of the Offer to Purchase should be directed to D.F. King at +1 (866) 620-9554 (toll free), +1 (212) 232-3233 (collect) or [email protected].
Neither the Offer to Purchase nor any related documents have been filed with the U.S. Securities and Exchange Commission, nor have any such documents been filed with or reviewed by any federal or state securities commission or regulatory authority of any country. No authority has passed upon the accuracy or adequacy of the Offer to Purchase or any related documents, and it is unlawful and may be a criminal offense to make any representation to the contrary.
The Tender Offer and Consent Solicitation are being made solely on the terms and conditions set forth in the Offer to Purchase. Under no circumstances shall this press release constitute an offer to buy or the solicitation of an offer to sell the Notes or any other securities of Buckeye or any of its affiliates. The Tender Offer and the Consent Solicitation are not being made to, nor will Buckeye accept tenders of Notes or accept deliveries of Consents from, holders in any jurisdiction in which the Tender Offer and the Consent Solicitation or the acceptance thereof would not be in compliance with the securities of blue sky laws of such jurisdiction. This press release also is not a solicitation of consents to the Proposed Amendments to Indenture. No recommendation is made as to whether holders should tender their Notes or deliver their consents with respect to the Notes. Holders should carefully read the Offer to Purchase because it contains important information, including the various terms and conditions of the Tender Offer and Consent Solicitation.
About Buckeye Partners, L.P.
Buckeye Partners, L.P., a wholly owned investment of the IFM Global Infrastructure Fund (“IFM GIF”), owns and operates a diversified global network of integrated assets providing liquid petroleum product logistics solutions. Across every aspect of the business, including over 5,000 miles of pipeline, more than 135 liquid petroleum products terminals and approximately 130 million barrels of liquid petroleum product storage capacity, Buckeye focuses on responsibly providing world-class service to meet the changing energy needs of its customers. As part of this business priority and commitment to its customers, Buckeye is increasingly diversifying its platform to advance energy transition initiatives and decarbonization efforts.
Cautionary Note Regarding Forward-Looking Statements
This press release contains certain forward-looking statements. Statements that are not historical facts, including statements about Buckeye’s perspectives and expectations, are forward-looking statements. This press release includes forward-looking statements that we believe to be reasonable as of today’s date. All statements that express belief, expectation, estimates or intentions, as well as those that are not statements of historical facts, are forward-looking statements. Such statements use forward-looking words such as “proposed,” “anticipate,” “project,” “potential,” “could,” “should,” “continue,” “estimate,” “expect,” “may,” “believe,” “will,” “plan,” “seek,” “outlook” and other similar expressions that are intended to identify forward-looking statements, although some forward-looking statements are expressed differently. These statements discuss future expectations and contain projections.
The forward-looking statements contained in this press release speak only as of the date hereof. Although the expectations in the forward-looking statements are based on Buckeye’s current beliefs and expectations, caution should be taken not to place undue reliance on any such forward-looking statements because such statements speak only as of the date hereof. Except as required by federal and state securities laws, Buckeye undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or any other reason. All forward-looking statements attributable to Buckeye or any person acting on Buckeye’s behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this press release. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this press release may not occur.
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Spring H. LeSure