HOUSTON, TEXAS, December 22, 2022 — Buckeye Partners, L.P. (“Buckeye”) announced today that it has set the Early Settlement Date (as defined below) and is extending the Early Expiration Time (as defined below) in connection with Buckeye’s previously announced offer to purchase for cash (the “Tender Offer”) any and all of its outstanding Junior Subordinated Notes due 2078 (the “Notes”) and related consent solicitation (the “Consent Solicitation”). The Tender Offer and Consent Solicitation were made pursuant to Buckeye’s Offer to Purchase and Consent Solicitation Statement, dated December 8, 2022 (the “Offer to Purchase”) and previously distributed to holders of the Notes.
Early Settlement Date and Expiration of Withdrawal Rights
Pursuant to the terms and conditions described in the Offer to Purchase, Buckeye intends to purchase on December 23, 2022 (the “Early Settlement Date”) all Notes validly tendered (and not validly withdrawn) as of the previously announced early expiration time of 5:00 p.m., New York City time, on December 21, 2022 (the “Original Early Expiration Time”) in cash in an amount equal to the Total Consideration (as defined below) for such Notes, plus accrued and unpaid interest, if any, from and including the last interest payment date up to, but excluding, the Early Settlement Date. Withdrawal rights for the Tender Offer and Consent Solicitation expired at 5:00 p.m., New York City time, on December 21, 2022 (the “Withdrawal Date”), and, accordingly, any Notes validly tendered in the Tender Offer may no longer be withdrawn except as required by law.
Extension of Early Expiration Time
In addition, Buckeye has elected to extend the Original Early Expiration Time to 11:59 p.m., New York City time, on January 6, 2023 (the “Early Expiration Time”). Holders of Notes who tender Notes after the Original Early Expiration Time but prior to the Early Expiration Time will be entitled to receive, subject to the terms and conditions described in the Offer to Purchase, payment in cash of an amount equal to the Total Consideration, plus accrued and unpaid interest, if any, from and including the last interest payment date up to, but excluding, the applicable settlement date, which is expected to be within three business days of the Early Expiration Time or as promptly as practicable thereafter. The “Total Consideration” payable to holders for each $1,000 principal amount of Notes validly tendered (and not validly withdrawn) at or prior to the Early Expiration Time (including Notes tendered prior to the Original Early Expiration Time) will be $860, which consists of the previously announced “Tender Consideration” of $810 and “Early Tender Payment” of $50. Any Holder who tenders Notes pursuant to the Tender Offer must also deliver a consent to the proposed amendments described in the Offer to Purchase. Holders may not deliver consents without tendering Notes. Holders who validly tender Notes pursuant to the Offer will therefore be deemed to have delivered their Consent by such tender. The expiration time for the Tender Offer and Consent Solicitation remains unchanged and is scheduled to expire at 11:59 p.m., New York City time, on January 6, 2023, unless the Tender Offer and Consent Solicitation is extended by Buckeye (such time and date, as the same may be extended, the “Expiration Time”). Other than as described herein, all other terms and conditions of the Tender Offer and Consent Solicitation, including the Withdrawal Date, remain unchanged and are described in the Offer to Purchase.
About the Tender Offer and Consent Solicitation
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 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 americas.LM@creditsuisse. com 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 the 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 or blue sky laws of such jurisdiction. This press release also is not a solicitation of consents to the proposed amendments. No recommendation is made as to whether holders should tender their 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, 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 Buckeye believes 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.
Contact
Spring H. LeSure