Buckeye Announces Regulatory Approvals and Planned Closing Date of Pending Acquisition
21 10월 2019 - 9:45PM
Buckeye Partners, L.P. (NYSE: BPL) today announced that all
regulatory approvals required to complete the acquisition of
Buckeye by entities affiliated with the IFM Global Infrastructure
Fund previously announced on May 10, 2019 (the “proposed merger”)
have been received. The merger agreement relating to the proposed
merger and the transactions contemplated thereby were previously
approved by the affirmative vote of the holders of a majority of
Buckeye’s outstanding limited partner units on July 31, 2019. The
completion of the proposed merger is currently expected to occur
prior to market opening on Friday, November 1, 2019, subject to the
provisions of the merger agreement, including the satisfaction or
waiver of customary closing conditions. As previously announced,
upon completion of the proposed merger, Buckeye’s outstanding
limited partner unitholders will receive $41.50 per unit. In
accordance with the terms of the merger agreement, if the
completion of the proposed merger occurs on Friday, November 1,
2019 as currently expected, Buckeye’s general partner would not
declare or pay a cash distribution for the quarter ended September
30, 2019.
About Buckeye Partners,
L.P.
Buckeye Partners, L.P. (NYSE: BPL) is a publicly traded master
limited partnership which owns and operates a diversified global
network of integrated assets providing midstream logistic
solutions, primarily consisting of the transportation, storage,
processing and marketing of liquid petroleum products. Buckeye is
one of the largest independent liquid petroleum products pipeline
operators in the United States in terms of volumes delivered, with
approximately 6,000 miles of pipeline. Buckeye also uses its
service expertise to operate and/or maintain third-party pipelines
and terminals and perform certain engineering and construction
services for its customers. Buckeye’s global terminal network
comprises more than 115 liquid petroleum products terminals with
aggregate tank capacity of over 118 million barrels across our
portfolio of pipelines, inland terminals and marine terminals
located primarily in key petroleum logistics hubs in the East
Coast, Midwest and Gulf Coast regions of the United States as well
as in the Caribbean. Buckeye’s terminal assets facilitate global
flows of crude oil and refined petroleum products, offering its
customers connectivity between supply areas and market centers
through some of the world’s most important bulk liquid storage and
blending hubs. Buckeye’s wholly owned flagship marine terminal in
The Bahamas, Buckeye Bahamas Hub, is one of the largest marine
crude oil and refined petroleum products storage facilities in the
world and provides an array of logistics and blending services for
the global flow of petroleum products. Buckeye’s Gulf Coast
regional hub, Buckeye Texas Partners, offers world-class marine
terminalling, storage and processing capabilities. Buckeye is also
a wholesale distributor of refined petroleum products in certain
areas served by its pipelines and terminals. More information
concerning Buckeye can be found at www.buckeye.com.
This press release includes forward-looking statements that we
believe 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. Specific factors that could cause actual
results to differ from those in the forward-looking statements
include, but are not limited to: (i) changes in federal, state,
local and foreign laws or regulations to which we are subject,
including those governing pipeline tariff rates and those that
permit the treatment of us as a partnership for federal income tax
purposes; (ii) terrorism and other security risks, including cyber
risk, adverse weather conditions, including hurricanes,
environmental releases and natural disasters; (iii) changes in the
marketplace for our products or services, such as increased
competition, changes in product flows, better energy efficiency or
general reductions in demand; (iv) adverse regional, national or
international economic conditions, adverse capital market
conditions, and adverse political developments; (v) shutdowns or
interruptions at our pipeline, terminalling, storage and processing
assets or at the source points for the products we transport, store
or sell; (vi) unanticipated capital expenditures in connection with
the construction, repair or replacement of our assets; (vii)
volatility in the price of liquid petroleum products; (viii)
nonpayment or nonperformance by our customers; (ix) our ability to
successfully complete our organic growth projects and to realize
the anticipated financial benefits; (x) our ability to integrate
acquired assets with our existing assets and to realize anticipated
cost savings and other efficiencies and benefits; (xi) the risk
that the proposed merger with Hercules Intermediate Holdings LLC
may not be completed in a timely manner or at all; (xii) the
possibility that competing offers or acquisition proposals for
Buckeye will be made; (xiii) the possibility that any of the
various conditions to the consummation of the merger may not be
satisfied or waived; (xiv) the occurrence of any event, change or
other circumstance that could give rise to the termination of the
Agreement and Plan of Merger dated May 10, 2019, between Hercules
Intermediate Holdings LLC, Hercules Merger Sub LLC, Buckeye,
Buckeye Pipe Line Services Company and Buckeye GP LLC (the “Merger
Agreement”), including in circumstances which would require Buckeye
to pay a termination fee or other expenses; (xv) the effect of the
pendency of the transactions contemplated by the Merger Agreement
on Buckeye’s ability to retain and hire key personnel, its ability
to maintain relationships with its customers, suppliers and others
with whom it does business, or its operating results and business
generally; (xvi) risks related to diverting management’s attention
from Buckeye’s ongoing business operations; (xvii) the risk that
unitholder litigation in connection with the transactions
contemplated by the Merger Agreement may result in significant
costs to defend or resolve; (xviii) the possibility that long-term
financing for the proposed acquisition may not be available on
favorable terms, or at all; and (xix) the cautionary discussion of
risks and uncertainties detailed in Part I, Item 1A, “Risk Factors”
and Part II, Item 7, “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” of Buckeye’s Annual
Report on Form 10-K for the fiscal year ended December 31, 2018 (as
filed with the SEC on February 15, 2019) and other risk factors
identified herein or from time to time in Buckeye’s periodic
filings with the SEC. These factors are not necessarily all of the
important factors that could cause actual results to differ
materially from those expressed in any of Buckeye’s forward-looking
statements. Other known or unpredictable factors could also have
material adverse effects on future results. Consequently, all of
the forward-looking statements made in this press release are
qualified by these cautionary statements, and Buckeye cannot assure
you that actual results or developments that it anticipates will be
realized or, even if substantially realized, will have the expected
consequences to or effect on Buckeye or its business or
operations.
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 and in Buckeye’s future periodic reports
filed with the SEC. In light of these risks, uncertainties and
assumptions, the forward-looking events discussed in this press
release may not occur.
Contact: |
Kevin J.
Goodwin |
|
Vice President & Treasurer |
|
irelations@buckeye.com |
|
(800) 422-2825 |
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