HOUSTON, June 10, 2024 — Buckeye Partners, L.P. (“Buckeye”) today announced that it has commenced cash tender offers (the “Tender Offers”) to purchase for cash up to $200.0 million aggregate principal amount (the “Aggregate Maximum Tender Amount”) of the outstanding notes listed in the table below, provided that Buckeye will not accept for purchase more than (i) $100.0 million (the “2024 Series Cap”) of its 4.350% notes due 2024 (the “2024 Notes”) and (ii) $100.0 million (the “2025 Series Cap” and, together with the 2024 Series Cap, a “Series Cap”) of its 4.125% notes due 2025 (the “2025 Notes” and, together with the 2024 Notes, the “Notes”), subject to certain conditions.
The terms and conditions of the Tender Offers are described in an Offer to Purchase, dated June 10, 2024 (the “Offer to Purchase”). Buckeye intends to fund the purchase of Notes with the net proceeds from Buckeye’s concurrent offering of $500.0 million aggregate principal amount of notes due 2029 (the “New Notes”), which was also announced by Buckeye today. The following table sets forth certain terms of the Tender Offers:
|
Title of |
CUSIP |
Aggregate |
Series Cap |
Dollars per $1,000 Principal Amount of Notes |
||
|
Tender Offer |
Early Tender |
Total |
||||
|
4.350% |
118230AN1/ US118230AN13 |
$300 million |
$100 |
$947.00 |
$50.00 |
$997.00 |
|
4.125% |
118230AT8 and US118230AT82 and |
$500 million |
$100 |
$940.00 |
$50.00 |
$990.00 |
|
(1) As of the date of the Tender Offers. |
|
(2) Holders will also receive accrued and unpaid interest from the applicable last interest payment with respect to the Notes accepted for purchase to, but not including, the Early Settlement Date (as defined below) or the Final Settlement Date (as defined below), as applicable. |
|
(3) Includes the Early Tender Premium. |
Each of the Tender Offers is scheduled to expire at 5:00 p.m., New York City time, on July 10, 2024, unless extended or earlier terminated (the “Expiration Date”). Holders who validly tender their Notes prior to the Expiration Date will be eligible to receive consideration equal to the Tender Offer Consideration (as defined below), subject to the Aggregate Maximum Tender Amount, the 2024 Series Cap, the 2025 Series Cap and proration, plus accrued and unpaid interest from the most recent interest payment date for the applicable Notes up to, but not including, the Early Settlement Date (as defined below) or the Final Settlement Date (as defined below), as applicable.
Notes tendered and not validly withdrawn prior to 5:00 p.m., New York City time, on June 24, 2024 (such date and time, as it may be extended, the “Early Tender Date”) and accepted for purchase will receive the applicable total consideration for that series as shown in the table above (the “Total Consideration”), including the early tender premium for such series of Notes (the “Early Tender Premium”). Holders of Notes tendering their Notes after the Early Tender Date will only be eligible to receive the applicable tender offer consideration for such series of Notes set forth in the table above (with respect to each series of Notes, the “Tender Offer Consideration”), which is the applicable Total Consideration less the Early Tender Premium.
The consummation of the Tender Offers is not conditioned upon any minimum amount of Notes being tendered for purchase. However, each of the Offers is subject to the satisfaction of certain conditions, including the completion of the offering of not less than $500.0 million aggregate principal amount of the New Notes (such condition, the “Financing Condition”) and certain other customary conditions.
Provided that the conditions to the applicable Tender Offer have been satisfied or waived, including the Financing Condition, and assuming acceptance for purchase by Buckeye of Notes validly tendered pursuant to the Tender Offers, (i) payment for applicable Notes validly tendered at or prior to the applicable Early Tender Date and purchased in the applicable Tender Offer will be made on the settlement date that is expected to be the second business day following the applicable Early Tender Date, or as promptly as practicable thereafter (with respect to each series of Notes, the “Early Settlement Date”) and (ii) payment for any Notes validly tendered after the applicable Early Tender Date, but at or prior to the applicable Expiration Date, and purchased in the applicable Tender Offer will be made on the settlement date that is expected to be the second business day following the applicable Expiration Date, or as promptly as practicable thereafter (with respect to each series of Notes, the “Final Settlement Date” and, together with the related Early Settlement Date, the “Settlement Dates”).
Subject to the Aggregate Maximum Tender Amount, the 2024 Series Cap, the 2025 Series Cap and proration, the Notes tendered at or prior to the Early Tender Date will be accepted for purchase with priority over Notes tendered after the Early Tender Date, but at or prior to the Expiration Date.
Acceptance for tenders of any series of Notes may be subject to proration if the aggregate principal amount of Notes validly tendered and not validly withdrawn would cause the Aggregate Maximum Tender Amount to be exceeded. In addition, acceptance for tenders of the 2024 Notes or 2025 Notes may also be subject to proration if the aggregate principal amount of the 2024 Notes or 2025 Notes, as applicable, validly tendered and not validly withdrawn is greater than the 2024 Series Cap or the 2025 Series Cap, as applicable.
If the Tender Offers are fully subscribed as of the Early Tender Date, Holders who validly tender Notes after the Early Tender Date will not have any of their Notes accepted for purchase and, accordingly, there will be no Final Settlement Date.
The complete terms and conditions of each Tender Offer is described in the Offer to Purchase, copies of which may be obtained from D.F. King & Co., Inc., the tender agent and information agent, by calling (212) 269-5550 (banks and brokers) or (800) 487-4870 (all others), emailing [email protected] or visiting www.dfking.com/buckeye.
Wells Fargo Securities will act as the sole dealer manager for the Tender Offers. Any questions regarding the terms of the Tender Offers should be directed to the lead dealer manager at Wells Faro Securities, LLC by calling (866) 309-6316 (toll free) or (704) 410-4820 (collect) or by emailing [email protected].
This press release is for informational purposes only and does not constitute an offer to purchase or sell, a solicitation of an offer to purchase or sell or a notice of redemption with respect to any securities, including the Notes or the New Notes. Each of the Tender Offers is being made solely by the Offer to Purchase. The Tender Offers are not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. Holders should carefully read the Offer to Purchase because it contains important information, including the various terms and conditions of the Tender Offers.
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.
About Buckeye
Buckeye is the premier infrastructure and logistics provider for the world’s energy needs, both today and tomorrow.
Buckeye, a wholly owned investment of the IFM Global Infrastructure Fund, owns and operates a diversified global network of integrated assets providing midstream infrastructure and logistic solutions, primarily consisting of the transportation, storage, processing, and marketing of liquid petroleum products. Across every aspect of the business – including its over 5,200 miles of owned and active pipeline with more than 130 terminals located in key global energy hubs with approximately 125 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
[email protected]
SOURCE Buckeye Partners, L.P.
