BUCKEYE PARTNERS ANNOUNCES EARLY TENDER RESULTS OF TENDER OFFERS FOR ITS 4.350% NOTES DUE 2024 AND 4.125% NOTES DUE 2025

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Jun 24, 2024, 19:59 ET

HOUSTON, June 24, 2024 /PRNewswire/ -- Buckeye Partners, L.P. ("Buckeye") today announced the early tender results of its previously announced offers to purchase for cash (the "Tender Offers") up to $200.0 million aggregate principal amount (the "Aggregate Maximum Tender Amount") of its outstanding 4.350% notes due 2024 (the "2024 Notes") and 4.125% notes due 2025 (the "2025 Notes" and, together with the 2024 Notes, the "Notes"). The Aggregate Maximum Tender Amount is subject to series caps as set forth in the Offer to Purchase, dated June 10, 2024 (the "Offer to Purchase").

Buckeye has been advised that as of 5:00 p.m., New York City time, on June 24, 2024 (such date and time, the "Early Tender Date"), $149,917,000 aggregate principal amount of 2024 Notes (the "Tendered 2024 Notes") and $303,797,000 aggregate principal amount of 2025 Notes (the "Tendered 2025 Notes" and, together with the Tendered 2024 Notes, the "Tendered Notes") had been validly tendered (and not validly withdrawn) pursuant to the Tender Offers. Because the Tendered Notes exceeded the Aggregate Maximum Tender Amount and the applicable series cap of each series of Notes, Buckeye expects to accept the Aggregate Maximum Tender Amount of the Tendered Notes (which represents a proration factor of approximately 67% for the 2024 Notes and approximately 33% for the 2025 Notes) pursuant to the Tender Offers. Although the Tender Offers are scheduled to expire at 5:00 p.m., New York City time, on July 10, 2024, because the Tender Offers were fully subscribed as of the Early Tender Date, Buckeye does not expect to accept for purchase any Notes tendered after the Early Tender Date. Notes tendered and not accepted for purchase will be promptly returned to the tendering holders as described in the Offer to Purchase.

Holders of Notes who have validly tendered and not validly withdrawn their Notes at or prior to the Early Tender Date and accepted for purchase on a prorated basis as described in the Offer to Purchase will receive the applicable Total Consideration (as defined in the Offer to Purchase) for such Notes, which includes the Early Tender Premium (as defined in the Offer to Purchase). In addition, with respect to the Notes accepted for purchase, Buckeye will pay accrued and unpaid interest on the principal amount of Notes accepted for purchase from the most recent applicable interest payment date on the Notes to, but not including, the settlement date.

The consummation of the Tender Offers is not conditioned upon any minimum amount of Notes being tendered for purchase. However, each of the Tender 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 notes due 2029 (the "New Notes") (such condition, the "Financing Condition") and certain other customary conditions. In the event of a termination of the Tender Offers, neither the applicable consideration will be paid nor will become payable to the holders of the applicable series of Notes, and the Notes tendered pursuant to the Tender Offers will be promptly returned to the tendering holders. Buckeye has the right, in its sole discretion, to not accept any tenders of Notes for any reason and to amend or terminate the Tender Offers at any time.

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, LLC is the sole dealer manager for the Tender Offers. Any questions regarding the terms of the Tender Offers should be directed to Wells Fargo 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 Tender Offer 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.