SOURCE: Buckeye Partners, L.P. (NYSE: BPL) and Buckeye GP Holdings L.P. (NYSE: BGH)

Buckeye Partners, L.P. (NYSE: BPL) and Buckeye GP Holdings L.P. (NYSE: BGH)

November 16, 2010 16:41 ET

Buckeye Partners, L.P. & Buckeye GP Holdings L.P. Announce Approval of Merger

HOUSTON, TX--(Marketwire - November 16, 2010) - Buckeye Partners, L.P. ("BPL") (NYSE: BPL) and Buckeye GP Holdings L.P. ("BGH") (NYSE: BGH) announced that their respective unitholders have approved their proposed merger. At separate special unitholder meetings today, approximately 30.6 million BPL LP units, or 59.3% of the BPL LP units outstanding and entitled to vote, and approximately 23.5 million BGH common units and management units, or 83.2% of the BGH common units and management units outstanding and entitled to vote, voted in favor of the merger. In addition, approximately 30.6 million BPL LP units, or 59.3% of the BPL LP units outstanding and entitled to vote, voted in favor of the approval of BPL's Amended and Restated Partnership Agreement. Of the votes received from BPL unitholders, 96.2% of the votes were in favor of the merger and 96.1% of the votes were in favor of the approval of BPL's Amended and Restated Partnership Agreement. Of the votes received from BGH unitholders, 98.9% of the votes were in favor of the merger.

"This merger is an important step in Buckeye's goal to be the best in class asset manager," stated Forrest E. Wylie, Chairman and CEO of BPL's general partner. "We are pleased with the overwhelming support of the transaction by our unitholders. Following the merger, Buckeye should have a lower cost of equity capital, which will improve our competitive position when operating and expanding our asset base and enhance our long-term distribution growth prospects."

The merger is expected to close on November 19, 2010. At closing, each BGH common unit and management unit will be converted into the right to receive 0.705 BPL LP units. The holders of BPL LP units will continue to own their existing units. The trading of BGH common units on the New York Stock Exchange will be suspended before the opening of the market on the business day following the day on which the merger closes. The BPL LP units will continue to be traded on the New York Stock Exchange under the symbol "BPL."

BPL is a publicly traded partnership that owns and operates one of the largest independent refined petroleum products pipeline systems in the United States in terms of volumes delivered, with approximately 5,400 miles of pipeline. BPL also owns 68 refined petroleum products terminals, operates and maintains approximately 2,400 miles of pipeline under agreements with major oil and chemical companies, owns a major natural gas storage facility in northern California, and markets refined petroleum products in certain of the geographic areas served by its pipeline and terminal operations.

More details regarding the merger can be found in the joint proxy statement/prospectus, joint proxy statement/prospectus supplement, and other related documents that BPL and BGH filed with the SEC. A free copy of the joint proxy statement/prospectus, the joint proxy statement/prospectus supplement, and other documents containing information about BPL and BGH may be obtained at the SEC's website at www.sec.gov. Copies of the joint proxy statement/prospectus, the joint proxy statement/prospectus supplement, and the SEC filings incorporated by reference in those documents may also be obtained free of charge by contacting Investor Relations at (800) 422-2825, or by accessing www.buckeye.com or www.buckeyegp.com.

This press release includes forward-looking statements that BPL and BGH believe to be reasonable as of today's date. Such statements are identified by use of the words "anticipates," "believes," "estimates," "expects," "intends," "plans," "predicts," "projects," "should," and similar expressions. Actual results may differ significantly because of risks and uncertainties that are difficult to predict and that may be beyond the control of BPL and BGH. You should read BPL's and BGH's Annual Reports on Form 10-K for the year ended December 31, 2009 and their most recently filed Quarterly Reports on Form 10-Q for a more extensive list of factors that could affect results. BPL and BGH undertake no obligation to revise any forward-looking statements to reflect events or circumstances occurring after today's date.