Bond Buckeye Associates 5.125% ( US118230AE14 ) in USD

Issuer Buckeye Associates
Market price 100 %  ⇌ 
Country  United States
ISIN code  US118230AE14 ( in USD )
Interest rate 5.125% per year ( payment 2 times a year)
Maturity 01/07/2017 - Bond has expired



Prospectus brochure of the bond Buckeye Partners US118230AE14 in USD 5.125%, expired


Minimal amount 1 000 USD
Total amount 125 000 000 USD
Cusip 118230AE1
Standard & Poor's ( S&P ) rating BBB- ( Lower medium grade - Investment-grade )
Moody's rating Baa3 ( Lower medium grade - Investment-grade )
Detailed description Buckeye Partners, LP is a master limited partnership operating in the United States that owns and operates a large network of pipelines and terminals transporting refined petroleum products, chemicals, and natural gas liquids.

The Bond issued by Buckeye Associates ( United States ) , in USD, with the ISIN code US118230AE14, pays a coupon of 5.125% per year.
The coupons are paid 2 times per year and the Bond maturity is 01/07/2017

The Bond issued by Buckeye Associates ( United States ) , in USD, with the ISIN code US118230AE14, was rated Baa3 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by Buckeye Associates ( United States ) , in USD, with the ISIN code US118230AE14, was rated BBB- ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.







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Filed Pursuant to Rule 424(b)(5)
Registration No. 333-116540
Prospectus Supplement to Prospectus dated July 28, 2004.
$125,000,000

Buckeye Partners, L.P.
5.125% Notes due 2017
We will pay interest on the notes on January 1 and July 1 of each year. The first such payment will be made
on January 1, 2006. The notes will be issued only in denominations of $1,000 and integral multiples of $1,000.
We may redeem the notes, in whole or in part, at any time or from time to time prior to their maturity at the
redemption price described in this prospectus supplement.
The notes will be senior unsecured indebtedness of Buckeye Partners, L.P. and will rank equally in right of
payment to all existing and future unsubordinated indebtedness of Buckeye Partners, L.P. The notes will be
effectively junior to all existing and future debt and other liabilities of our subsidiaries.
See "Risk Factors" beginning on page S-13 of this prospectus supplement and page 5 of the accompanying
base prospectus.
Neither the Securities and Exchange Commission nor any other regulatory body has approved or
disapproved of these securities or passed upon the accuracy or the adequacy of this prospectus supplement
or the accompanying prospectus. Any representation to the contrary is a criminal offense.
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Per Note
Total



Initial public offering price

99.814%
$
124,767,500
Underwriting discount

0.675%
$
843,750
Proceeds, before expenses, to Buckeye Partners, L.P.

99.139%
$
123,923,750
The initial public offering price set forth above does not include accrued interest, if any. Interest on the notes
will accrue from June 30, 2005 and must be paid by the underwriters if the notes are delivered after June 30,
2005.
The underwriters expect to deliver the notes through the facilities of The Depository Trust Company against
payment in New York, New York on June 30, 2005.

Goldman, Sachs & Co.


Lehman Brothers


RBC Capital Markets


SunTrust Robinson Humphrey

Prospectus Supplement dated June 27, 2005.
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This document is in two parts. The first part is the prospectus supplement, which describes our
business and the specific terms of this offering. The second part is the accompanying base prospectus,
which gives more general information, some of which may not apply to this offering. Generally, when we
refer only to the "prospectus," we are referring to both parts combined. If information varies between the
prospectus supplement and the accompanying base prospectus, you should rely on the information in this
prospectus supplement.
You should rely only on the information contained in or incorporated by reference in this prospectus
supplement and the accompanying base prospectus. We have not authorized anyone to provide you with
different information. We are not making an offer of the notes in any state where the offer is not permitted.
You should not assume that the information contained in this prospectus supplement or the accompanying
base prospectus or the information we have previously filed with the Securities and Exchange Commission
that is incorporated by reference herein is accurate as of any date other than its respective date.
i
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SUMMARY
You should carefully read the entire prospectus supplement, the accompanying base prospectus and the
other documents incorporated by reference to understand fully the terms of the notes, as well as the tax and other
considerations that are important in making your investment decision.
For purposes of this prospectus supplement and the accompanying base prospectus, unless otherwise
indicated, the terms "us," "we," "our" and similar terms refer to Buckeye Partners, L.P., together with our
subsidiaries.
Buckeye Partners, L.P.
We are a publicly traded master limited partnership organized in 1986 under the laws of the State of
Delaware. Our principal line of business is the transportation, terminalling and storage of refined petroleum
products in the United States for major integrated oil companies, large refined products marketing companies and
major end users of petroleum products on a fee basis through facilities that we own and operate.
We own and operate one of the largest independent refined petroleum products pipeline systems in the
United States in terms of volumes delivered, with approximately 4,900 miles of pipeline serving 13 states. We
also operate approximately 1,300 miles of pipeline under agreements with major oil and chemical companies.
Further, we own and operate 42 refined petroleum products terminals with aggregate storage capacity of
approximately 16.7 million barrels in Illinois, Indiana, Massachusetts, Michigan, Missouri, New York, Ohio and
Pennsylvania.
Our pipelines service approximately 100 delivery locations. We transport refined petroleum products
including gasoline, turbine fuel, diesel fuel, heating oil and kerosene from major supply sources to terminals and
airports located within major end-use markets. We also transport other refined products, such as propane and
butane, refinery feedstocks and blending components. Our transportation services are typically provided on a
common-carrier basis under published tariffs for our customers. Our geographical diversity, connections to
multiple sources of supply and extensive delivery system help create a stable base business. We are not affiliated
with oil companies or refined product marketing companies and generally do not own the petroleum products that
we transport.
We currently conduct all of our operations through six operating subsidiaries. Our six operating subsidiaries
are:
·
Buckeye Pipe Line Company, L.P., or Buckeye Pipe Line, which owns a 2,643-mile interstate
common carrier refined petroleum products pipeline serving major population centers in nine
states. It is the primary turbine fuel provider to John F. Kennedy International Airport, LaGuardia
Airport, Newark International Airport and certain other airports within its service territory.
·
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Laurel Pipe Line Company, L.P., or Laurel, which owns a 345-mile intrastate common carrier
refined products pipeline connecting five Philadelphia area refineries to 14 delivery points across
Pennsylvania.
·
Wood River Pipe Lines LLC, or Wood River, which owns five refined petroleum products
pipelines with aggregate mileage of approximately 900 miles located in Illinois, Indiana, Missouri
and Ohio. We acquired these pipelines from Shell Oil Products U.S., or Shell, in October 2004.
·
Buckeye Pipe Line Transportation LLC, or BPL Transportation, which owns the five refined
petroleum products pipelines with aggregate mileage of approximately 478 miles located in New
Jersey, New York and Pennsylvania that we recently acquired from affiliates of Exxon
S-1
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Mobil Corporation, or ExxonMobil. For more information about these assets, please read "--
Recent Acquisition of Pipelines and Terminals from ExxonMobil."
·
Everglades Pipe Line Company, L.P., or Everglades, which owns a 37-mile intrastate common
carrier refined petroleum products pipeline connecting Port Everglades, Florida to Ft. Lauderdale
Hollywood International Airport and Miami International Airport. It is the primary turbine fuel
provider to Miami International Airport.
·
Buckeye Pipe Line Holdings, L.P., or BPH, which, collectively with its subsidiaries, owns (or in
certain instances leases from our other subsidiaries) and operates 42 refined petroleum products
terminals, including the terminals recently acquired from ExxonMobil, with aggregate storage
capacity of approximately 16.7 million barrels, owns interests in 535 miles of pipeline in the
Midwest and West Coast, operates pipelines in the Gulf Coast region and holds a minority stock
interest in a Midwest products pipeline and a minority partnership interest in a natural gas liquids
pipeline system. For more information about our recently acquired refined petroleum products
terminals, please read "--Recent Acquisition of Pipelines and Terminals from ExxonMobil."
Business Strategy
Our objective is to increase the value of our limited and general partner interests by consistently increasing
our cash flow and accordingly, our cash available for distributions to our unitholders. Our business strategy to
accomplish this objective is to:
·
Own and operate high-quality logistics assets;
·
Increase throughput on those of our pipelines and terminals where we have available capacity;
·
Expand our existing pipelines and terminals to facilitate customer-generated growth;
·
Maintain and enhance the integrity of our pipelines and terminals;
·
Focus on customer service in order to remain the provider of choice in the markets we serve; and
·
Pursue selective strategic acquisition opportunities that complement our existing asset base or
provide entry into new markets.
We continually evaluate new acquisition opportunities. Consistent with our balanced risk profile, we focus
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our acquisition efforts on stable cash flow businesses with a substantial fee-based component. Since 1999, we
have invested approximately $976 million in acquisitions of various pipeline and terminal businesses and major
capital expansion projects. In recent years, major independent and integrated oil and gas companies have sold
midstream assets, continuing the trend of rationalization of the energy infrastructure in the United States. We
expect this trend will continue and believe we are well-positioned to take advantage of these opportunities.
Competitive Strengths
We believe the following competitive strengths position us to successfully execute our business strategy:
·
Strategic location of assets. We own one of the largest independent refined petroleum products
pipeline systems in the United States and our terminal and storage facilities are strategically
located, allowing us to promote higher levels of overall throughput and incrementally increase
pipeline volumes on our system. Our assets are primarily located in Petroleum Administration for
Defense Districts I and II, or PADDs I and II, areas which have
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historically experienced demand for refined products in excess of local supply. The pipeline and
terminal assets acquired from ExxonMobil and Shell significantly expanded our presence in
PADDs I and II, respectively. The strategic location of our assets enables us to take advantage of
domestic imbalances and international imports of refined products.
·
Cash flow stability due to the fee-based nature of our business. We provide pipeline transportation
services at posted tariffs, storage services for a fee and pipeline operation and maintenance
services pursuant to contracts. Buckeye Pipe Line, our largest operating subsidiary, has a market-
based tariff program, approved by the Federal Energy Regulatory Commission, or FERC,
providing us with more flexibility in our tariff pricing than is available under the producer price
index pricing formula, which is used by most petroleum products pipelines. Our pipeline system is
connected to various refineries, third-party pipelines and import marine terminals, which provide
flexibility in sourcing throughput. These connections, together with our strong customer
relationships, enable us to maintain stable pipeline throughput. In addition, since we generally do
not take title to the products we transport, we have limited direct exposure to volatile commodity
prices.
·
Alignment of employee and management interests with those of our unitholders. The owner of our
general partner is primarily compensated through incentive compensation payments based upon
the level of cash distributions paid to our unitholders. As a result of this compensation
arrangement and our senior management's ownership interest in our general partner (through their
ownership interest in MainLine L.P., the indirect owner of our general partner), we believe our
general partner's interest is aligned with the interests of our limited partners, and our senior
management team has a strong financial incentive to manage our business so as to increase the
level of cash distributions paid to our unitholders. In addition, we have an employee stock
ownership plan in which the majority of our employees participate. The plan owns approximately
6% of our outstanding limited partnership units, which allows participating employees to benefit
from our success as a business.
·
Growth opportunities provided by our recent pipeline and terminal acquisitions from ExxonMobil
and Shell. The pipeline and terminal assets acquired from ExxonMobil and Shell are
complementary to our existing infrastructure. These assets also expand our presence in PADDs I
and II, respectively. Furthermore, these assets were historically operated primarily on a
proprietary basis. We believe our conversion of these assets to independent third-party service will
allow us to experience organic growth through increased throughput volumes from parties in
addition to ExxonMobil and Shell.
·
Experienced management team. Members of our senior management team have extensive
experience in the energy sector and have demonstrated a track record of generating consistent cash
distributions and successfully growing our business.
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Recent Acquisition of Pipelines and Terminals from ExxonMobil
On May 5, 2005, we completed the acquisition of a refined petroleum products pipeline system and four
petroleum products terminals in the Northeastern United States from ExxonMobil for a total purchase price of
approximately $175 million. The purchase price was funded with borrowings under our $400 million five-year
revolving credit facility.
BPL Transportation acquired the pipeline system, and Buckeye Terminals, LLC, a wholly owned subsidiary
of BPH, acquired the four petroleum products terminals.
The pipeline system acquired consists of the following:
·
Malvern to New York Pipeline. The Malvern to New York Pipeline consists of approximately
154.1 miles of 8-inch diameter pipe and approximately 222.4 miles of 6-inch diameter pipe
S-3
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extending from ExxonMobil's Malvern Station in Chester County, Pennsylvania to terminals in
Lehigh and Berks County, Pennsylvania and Broome, Erie, Monroe, and Onondaga Counties in
New York. We intend to connect the Malvern to New York System to the Buckeye pipeline
system at Macungie, Pennsylvania in order to provide Paulsboro-origin shippers the ability to
deliver product to additional destinations in upstate New York and western Pennsylvania.
·
Malvern to Harrisburg Pipeline. The Malvern to Harrisburg Pipeline consists of approximately 75
miles of pipe of various diameters extending from Exxon Mobil's Malvern Station in Chester
Country, Pennsylvania to central Pennsylvania.
·
Paulsboro to Malvern Pipeline. The Paulsboro to Malvern Pipeline consists of approximately 23.7
miles of 12-inch diameter pipe extending from ExxonMobil's Paulsboro Station in Gloucester
County, New Jersey to ExxonMobil's Malvern Station and storage tanks in Chester County,
Pennsylvania.
·
Paulsboro to Philadelphia Airport Jet Pipeline. The Paulsboro to Philadelphia Airport Jet Pipeline
consists of approximately 2.6 miles of 8-inch diameter pipe extending from ExxonMobil's
Paulsboro Station to Philadelphia International Airport.
·
Paulsboro to Colonial Pipeline. The Paulsboro to Colonial Pipeline consists of approximately 0.4
miles of 12-inch diameter pipe extending from the Valero Paulsboro Refinery in Gloucester
County, New Jersey to Colonial Pipeline Junction in Gloucester County, New Jersey.
In addition to the pipeline system, we acquired four petroleum products terminals and associated tankage,
which are described in the following table:
Nominal
Terminal Location
Capacity(a)

(Barrels)
Malvern, Pennsylvania

415,000
Binghamton, New York

125,000
Rochester, New York

275,000
Buffalo, New York

435,000
(a)
Nominal capacity does not reflect working capacity.
In connection with the closing of the transaction, we entered into throughput agreements with ExxonMobil
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