Attached files
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EX-2.1 - EX-2.1 - BUCKEYE PARTNERS, L.P. | h73784exv2w1.htm |
EX-10.2 - EX-10.2 - BUCKEYE PARTNERS, L.P. | h73784exv10w2.htm |
EX-10.1 - EX-10.1 - BUCKEYE PARTNERS, L.P. | h73784exv10w1.htm |
8-K - FORM 8-K - BUCKEYE PARTNERS, L.P. | h73784e8vk.htm |
Exhibit 99.1
News Release NYSE: BPL and BGH |
Buckeye Partners, L.P. Buckeye GP Holdings L.P. One Greenway Plaza Suite 600 Houston, TX 77046 |
Contact: | Mark Stockard Director, Investor Relations Irelations@buckeye.com (800) 422-2825 |
BUCKEYE PARTNERS, L.P. AND BUCKEYE GP HOLDINGS L.P. ANNOUNCE
MERGER AGREEMENT
MERGER AGREEMENT
HOUSTON, June 11, 2010 Buckeye Partners, L.P. (BPL) (NYSE: BPL) and Buckeye GP Holdings L.P.
(BGH) (NYSE: BGH) today announced a definitive agreement that would result in the merger of the
two partnerships. The merger transaction would be completed with 100 percent equity consideration
and would result in BPL owning its general partner and the cancellation of BGHs incentive
distribution rights. Under the terms of the merger agreement, BGH unitholders would receive 0.705
BPL limited partnership units in exchange for each BGH limited partnership unit owned at closing.
The transaction would result in approximately 20 million additional limited partnership units being
issued by BPL. The terms of the merger agreement were unanimously approved by the audit committee
of BPLs general partner, comprised solely of independent directors acting pursuant to a delegation
of authority from the full board of directors, and by the board of directors of BGHs general
partner. Forrest E. Wylie, Chairman and CEO of both general partners, recused himself from the BGH
vote in light of his roles at the two partnerships.
We are pleased that the boards of both partnerships have agreed to combine the two partnerships
into a single entity, stated Mr. Wylie. Subject to board approval, we expect to continue BPLs
pattern of quarterly
distribution increases. Furthermore, with the elimination of BGHs incentive distribution rights,
distribution increases could accelerate in the future as the benefits of the merger are realized.
The current management team will remain in place and continues to be excited about the
opportunities to grow the business, added Wylie.
The merger is expected to provide benefits to the current owners of both BPL and BGH by:
| Decreasing BPLs cost of capital, which would improve its competitive position when pursuing growth opportunities and its ability to accelerate growth in distributable cash flow; |
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BPL and BGH Announce Merger Agreement
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| Attracting a broader investor base to a single, larger entity; | ||
| Maintaining BPLs investment-grade credit metrics and strong liquidity position by completing the merger transaction with 100 percent equity consideration; and | ||
| Providing unitholders with the right to elect seven of the nine BPL directors. |
Following the merger, the independent directors of BGHs general partner are expected to join the
board of BPLs general partner. Management expects the additional BPL units issued to BGH
unitholders would result in dilution of BPLs distributable cash flow per unit of approximately 6
percent to 7 percent in 2011, but expects long-term accretion due to the benefits of the merger,
including the elimination of incentive distributions currently being paid to BGH.
During the negotiations, the independent directors of BPLs general partner were advised by
Barclays Capital Inc. and the directors of BGHs general partner were advised by Credit Suisse
Securities (USA) LLC. The merger is subject to approval by a majority vote of the outstanding
limited partnership units of BPL and limited partnership units of BGH, which is expected to be held
in the fourth quarter of 2010. Affiliates of ArcLight Capital Partners, LLC and Kelso & Company,
which control approximately 62% of BGHs limited partnership units, have committed to vote in favor
of the merger, subject to limited exceptions.
BPL and BGH will host a conference call with members of executive management on June 11, 2010, at
11:00 a.m. Eastern Time. To access the live Webcast of the call, go to
http://www.visualwebcaster.com/event.asp?id=69885 10 minutes prior to its start. Interested
parties may participate in the call by dialing (888)-789-9572. A replay will
be archived and available at this link until July 11, 2010, and the replay may also be accessed by
dialing (800)-408-3053 and entering passcode 7081572. A presentation concerning the transaction
will be posted on the Investor Center sections of BPLs and BGHs websites prior to the conference
call.
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 67 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. BGH, also a publicly traded partnership, owns the
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BPL and BGH Announce Merger Agreement
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general partner of BPL,
which in turn owns 100 percent of the incentive distribution rights in BPL. BGH also indirectly
owns the general partnership interests in certain operating subsidiaries of BPL. More information
concerning BPL is available at www.buckeye.com and more information concerning BGH is available at
www.buckeyegp.com.
* * * * *
BPL and BGH will file a joint proxy statement/prospectus and other documents with the
Securities and Exchange Commission (SEC) in relation to the merger. Investors are urged to read
these documents carefully when they become available because they will contain important
information regarding BPL, BGH, and the transaction. A definitive joint proxy statement/prospectus
will be sent to unitholders of BPL and BGH seeking their approvals as contemplated by the merger
agreement. Once available, investors may obtain a free copy of the joint proxy statement/prospectus
and other documents containing information about BPL and BGH, without charge, at the SECs website
at www.sec.gov. Copies of the joint proxy statement/prospectus and the SEC filings that will be
incorporated by reference in the joint proxy statement/prospectus 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.
BPL, BGH, and the officers and directors of the general partner of each partnership may be deemed
to be participants in the solicitation of proxies from their security holders. Information about
these entities and persons can be found in BPLs and BGHs Annual Reports on Form 10-K for the year
ended December 31, 2009. Additional information about such entities and persons may also be
obtained from the joint proxy statement/prospectus when it becomes available.
* * * * *
This press release includes forward-looking statements that BPL and BGH believe to be reasonable as
of todays 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 BPLs and BGHs 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 todays date.
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