SOURCE: Buckeye Partners, L.P.

Buckeye Partners, L.P.

January 04, 2011 17:35 ET

Buckeye Partners, L.P. Prices $650 Million Offering of Senior Notes

HOUSTON, TX--(Marketwire - January 4, 2011) -  Buckeye Partners, L.P. ("Buckeye") (NYSE: BPL) announced today that it has priced $650 million of senior unsecured notes at 99.62% of par. The 4.875 percent notes mature February 1, 2021. Buckeye expects the offering to close on January 13, 2011. Buckeye expects to receive net proceeds after offering expenses in connection with the offering of approximately $643.3 million. Buckeye intends to use the net proceeds from the offering to fund a portion of the purchase price of its pending acquisition of an 80% interest in Bahamas Oil Refining Company International Limited, or BORCO, and for general business purposes. If the owner of the remaining 20% interest in BORCO exercises its right to sell that interest to Buckeye, the remainder of the net proceeds from the offering would instead be used to fund a portion of the purchase price of the acquisition of that 20% interest. Pending such use, Buckeye intends to maintain the proceeds in cash or cash equivalents.

Barclays Capital Inc. and SunTrust Robinson Humphrey, Inc. are acting as joint book-running managers for the offering, with BNP Paribas Securities Corp., Deutsche Bank Securities Inc., RBS Securities Inc. and Wells Fargo Securities, LLC acting as co-managing underwriters. An electronic copy of the prospectus and prospectus supplement is available from the Securities and Exchange Commission's website at www.sec.gov. When available, a copy of the final prospectus supplement and related base prospectus associated with the senior unsecured notes offering may be obtained from any of the underwriters, including:

Barclays Capital Inc.
c/o Broadridge Financial
1155 Long Island Avenue
Edgewood, NY 11717
1-888-603-5847

SunTrust Robinson Humphrey, Inc.
3333 Peachtree Street, 11th Floor
Mail Code: GA-ATLANTA-3947
Atlanta, GA 30326
1-800-685-4786

This news release does not constitute an offer to sell or a solicitation of an offer to buy the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The offering may be made only by means of a prospectus supplement and accompanying base prospectus.

Buckeye 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. Buckeye also owns 69 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 information concerning Buckeye is available at www.buckeye.com.

This press release includes forward-looking statements that we 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 our control. Among these risks and uncertainties are (1) changes in laws or regulations to which we are subject, including those that permit the treatment of us as a partnership for federal income tax purposes, (2) terrorism, adverse weather conditions, environmental releases, and natural disasters, (3) changes in the marketplace for our products or services, such as increased competition, better energy efficiency, or general reductions in demand, (4) adverse regional or national economic conditions or adverse capital market conditions, (5) shutdowns or interruptions at the source points for the products we transport, store, or sell, (6) unanticipated capital expenditures in connection with the construction, repair, or replacement of our assets, (7) volatility in the price of refined petroleum products and the value of natural gas storage services, (8) nonpayment or nonperformance by our customers, (9) our ability to realize efficiencies expected to result from our previously announced reorganization, and (10) our ability to integrate acquired assets with our existing assets and to realize anticipated cost savings and other efficiencies. You should read our filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the year ended December 31, 2009 and our subsequently filed Quarterly Reports on Form 10-Q, for a more extensive list of factors that could affect results. In addition, there are significant risks and uncertainties relating to our pending acquisition of BORCO and, if we acquire BORCO, our ownership of BORCO, including (a) the acquisition may not be consummated, (b) the representations, warranties, and indemnifications by First Reserve are limited in the acquisition agreement and our diligence into the business has been limited; as a result, the assumptions on which our estimates of future results of the business have been based may prove to be incorrect in a number of material ways, resulting in our not realizing the expected benefits of the acquisition and our having limited recourse against First Reserve, (c) financing the acquisition will substantially increase our leverage, (d) we may not be able to obtain debt financing for the acquisition on expected or acceptable terms, which would require us to draw on the committed bridge and make the acquisition less accretive, (e) the closing of the acquisition is not subject to a financing condition and our bridge financing does not backstop the equity portion of our purchase price or our equity commitments, which means we may be obligated to close the acquisition even if we do not have sufficient funds available to pay the purchase price, (f) the acquisition could expose us to additional unknown and contingent liabilities, (g) BORCO depends on a limited number of customers for substantially all of its revenue and the loss of any of them could adversely affect our results of operations and cash flow, (h) we may not own 100 percent of BORCO following closing and the minority owner may be able to prevent certain business decisions relative to BORCO, (i) BORCO may be adversely affected by economic, political, and regulatory developments in The Bahamas and the region in general, (j) a substantial amount of the petroleum products handled by BORCO are exported from Venezuela, which exposes us to political risks, (k) hurricanes could disrupt BORCO's operations or the operations of its customers or could result in significant damage to its facilities, having a material adverse effect on our business, financial results, and cash flow, (l) if BORCO's tax status in The Bahamas changes such that BORCO has more tax liability than we anticipate, our cash flow could be materially adversely affected, and (m) the acquisition could expose us to challenges as a result of operating in a new and foreign jurisdiction, including compliance with additional domestic and foreign laws and regulations. We undertake no obligation to revise our forward-looking statements to reflect events or circumstances occurring after today's date.