Bond Buckeye Associates 4.15% ( US118230AK73 ) in USD

Buckeye Associates

100 % ▲

United States

US118230AK73 ( in USD )

4.15% per year ( payment 2 times a year)

30/06/2023 - Bond has expired

Prospectus brochure of the bond Buckeye Partners US118230AK73 in USD 4.15%, expired

1 000 USD

500 000 000 USD

118230AK7

BB ( Non-investment grade speculative )

B1 ( Highly speculative )

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.

Buckeye Partners' US118230AK73 4.15% bonds, issued in USD with a total size of $500,000,000 and a minimum purchase size of $1,000, matured on June 30, 2023, paying semi-annually, and have been redeemed at 100% of face value; the bonds carried a BB rating from S&P and a B1 rating from Moody's.

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Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-178097
CALCULATION OF REGISTRATION FEE

Proposed Maximum
Title of Each Class of
Aggregate Offering
Amount of
Securities To Be Registered

Price

Registration Fee(1)
Debt Securities

$500,000,000.00

$68,200.00
(1)
The filing fee, calculated in accordance with Rule 457(r), has been transmitted to the SEC in connection with the securities offered from Registration Statement
File No. 333-178097 by means of this prospectus supplement.
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PROSPECTUS SUPPLEMENT
(To Prospectus dated November 21, 2011)

$500,000,000

4.15% Notes due 2023

We are offering $500.0 mil ion of our 4.15% Notes due 2023. We wil pay interest on the notes on January 1 and July 1 of each year, commencing on
January 1, 2014. The notes wil mature on July 1, 2023. The notes wil be issued only in denominations of $1,000 and integral multiples of $1,000.
We intend to use the net proceeds from this offering for the repayment of amounts outstanding on the maturity of the $300.0 mil ion principal amount of
4.625% Notes due July 15, 2013, which we refer to as the "2013 Notes," and for general partnership purposes.
We have the option to redeem the notes, in whole or in part, at any time or from time to time, prior to their maturity at the applicable redemption price
described in this prospectus supplement. See "Description of the Notes--Optional Redemption."
The notes wil be our senior unsecured obligations, wil rank equal y in right of payment with all of our existing and future unsecured unsubordinated debt
and wil rank senior in right of payment to al of our existing and future unsecured subordinated debt. The notes wil be effectively junior to al existing
and future debt and other liabilities of our subsidiaries, including our operating subsidiaries.
The notes are a new issue of securities with no established trading market. We do not intend to apply for listing of the notes on any securities exchange
or for inclusion of the notes in any automated quotation system.
Investing in the notes involves risks. See "Risk Factors" beginning on page S-5.

Per Note
Total

Price to the public

99.81%

$499,050,000
Underwriting discounts and commissions

0.65%

$ 3,250,000
Proceeds to Buckeye Partners, L.P. (before expenses)(1)

99.16%

$495,800,000
(1) Plus interest, if any, from June 10, 2013.
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 base prospectus. Any representation to the contrary is a criminal
offense.
The public offering price set forth above does not include accrued interest, if any. Interest on the notes wil accrue from June 10, 2013 and must be paid
by the underwriters if the notes are delivered after June 10, 2013.
The underwriters expect to deliver the notes through the facilities of The Depository Trust Company against payment in New York, New York on
June 10, 2013.

Joint Book-Running Managers

Barclays
SunTrust Robinson Humphrey

Wells Fargo Securities

UBS Investment Bank
Co-Managers

Deutsche Bank Securities

RBC Capital Markets
BB&T Capital Markets

SMBC Nikko
Prospectus Supplement dated June 3, 2013
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TABLE OF CONTENTS
Prospectus Supplement

Page
Summary

S-1
Risk Factors

S-5
Use of Proceeds

S-7
Capitalization

S-8
Description of the Notes

S-9
Description of Other Indebtedness

S-18
United States Federal Income Tax Considerations

S-19
Underwriting

S-24
Legal Matters

S-26
Experts

S-26
Forward-Looking Statements

S-26
Where You Can Find More Information

S-26
Base Prospectus

Page
About This Prospectus

1

Buckeye Partners, L.P.

1

Where You Can Find More Information

1

Information We Incorporate by Reference

2

Risk Factors

3

Forward-Looking Statements

4

Ratio of Earnings to Fixed Charges

5

Use of Proceeds

6

Description of the Limited Partnership Units

7

How We Make Cash Distributions

8

The Partnership Agreement

9

Description of Debt Securities

18
Material Tax Consequences

28
Legal Matters

42
Experts

42

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 in this prospectus supplement conflicts with information in 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, the accompanying base prospectus and
any free writing prospectus prepared by us or on our behalf. We have not, and the underwriters have not, authorized anyone to provide you with different
information. We are not, and the underwriters 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, 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. Our business, financial condition,
results of operations and prospects may have changed since those respective dates.

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SUMMARY
You should carefully read this entire prospectus supplement, the accompanying base prospectus and the documents incorporated by reference herein and
therein 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," the
"Partnership" and similar terms refer to Buckeye Partners, L.P., together with our subsidiaries.
Buckeye Partners, L.P.
About the Partnership
We are a publicly traded master limited partnership organized in 1986 under the laws of the State of Delaware. The original Buckeye Pipe Line Company was
founded in 1886 as part of the Standard Oil Company and became a publicly owned, independent company after the dissolution of Standard Oil in 1911. Expansion into
petroleum products transportation after World War II and acquisitions ultimately led to Buckeye Pipe Line Company becoming a leading independent common carrier
pipeline. In 1964, Buckeye Pipe Line Company was acquired by a subsidiary of the Pennsylvania Railroad, which later became the Penn Central Corporation. In 1986,
we were created through the reorganization of Buckeye Pipe Line Company into a master limited partnership, Buckeye Partners, L.P. We are publicly traded on the New
York Stock Exchange (NYSE: BPL). Buckeye GP LLC, a Delaware limited liability company and our subsidiary, is our general partner.
We own and operate one of the largest independent refined petroleum products pipeline systems in the United States in terms of volumes delivered, with over
6,000 miles of pipeline and over 100 active products terminals that provide aggregate storage capacity of over 70 million barrels. Our flagship marine terminal is
located in The Bahamas and owned by our subsidiary, Bahamas Oil Refining Company International Limited ("BORCO"). It is one of the largest marine crude oil and
petroleum products storage facilities in the world, serving the international markets as a global logistics hub.
In addition, we operate and/or maintain third-party pipelines under agreements with major oil and gas, petrochemical and chemical companies and perform
certain engineering and construction management services for third parties. We also own and operate a natural gas storage facility in northern California and are a
wholesale distributor of refined petroleum products in the United States in areas also served by our pipelines and terminals.
Recent Developments
2013 Transactions
At-the-Market Offering Program
On May 21, 2013, we and our general partner, entered into four separate equity distribution agreements (each an "Equity Distribution Agreement") with each of
Wells Fargo Securities, LLC, Barclays Capital Inc., SunTrust Robinson Humphrey, Inc. and UBS Securities LLC. Under the terms of each Equity Distribution
Agreement, we may offer and sell up to $300,000,000 in aggregate gross sales proceeds of limited partnership units representing limited partner interests in the
Partnership ("LP Units") from time to time through such firms, acting as agents of the Partnership or as principals, subject in each case to the terms and conditions set
forth in the applicable Equity Distribution Agreement.

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Equity Offering
In January 2013, we completed a public offering of 6,000,000 LP Units pursuant to an effective shelf registration statement, which priced at $52.54 per unit. The
underwriters also exercised an option to purchase 900,000 additional LP Units, resulting in total gross proceeds of approximately $362.5 million before deducting
underwriting fees and estimated offering expenses. We used the net proceeds from this offering to reduce the indebtedness outstanding under our revolving credit
facility.
2012 Transactions
Acquisitions
In July 2012, we acquired a marine terminal facility for liquid petroleum products in New York Harbor (the "Perth Amboy Facility") from Chevron U.S.A. Inc.
("Chevron") for $260.3 million in cash. The facility, which sits on approximately 250 acres on the Arthur Kill tidal strait in Perth Amboy, New Jersey, has over
4.0 million barrels of tankage, four docks, and significant undeveloped land available for potential expansion. The Perth Amboy Facility has water, pipeline, rail, and
truck access and is located six miles from our Linden, New Jersey complex. The facility provides a link between our inland pipelines and terminals and our BORCO
facility in The Bahamas and opportunities for improved service offerings to our customers. Concurrent with the acquisition, we entered into multi-year storage,
blending, and throughput commitments with Chevron.
In September 2012, our operating subsidiary, Buckeye Pipe Line Holdings, L.P. ("BPH"), purchased an additional 20% ownership interest in WesPac Pipelines
Memphis LLC ("WesPac Memphis") from Kealine LLC for $17.3 million and, as a result of the acquisition, our ownership interest in WesPac Memphis increased from
50% to 70%. Since BPH retains controlling interest in WesPac Memphis, this acquisition was accounted for as an equity transaction.
Business Strategy
Our primary business objective is to provide stable and sustainable cash distributions to our LP unitholders, while maintaining a relatively low investment risk
profile. The key elements of our strategy are to:

· Maximize utilization of our assets at the lowest cost per unit;

· Maintain stable long-term customer relationships;

· Operate in a safe and environmentally responsible manner;

· Optimize, expand and diversify our portfolio of energy assets through accretive acquisitions and organic growth projects; and

· Maintain a solid, conservative financial position and our investment-grade credit rating.
Executive Offices
Our principal executive offices are located at One Greenway Plaza, Suite 600, Houston, Texas 77046, and our telephone number is (832) 615-8600.

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The Offering

Issuer
Buckeye Partners, L.P.

Securities offered
$500,000,000 aggregate principal amount of 4.15% Notes due 2023.

Interest payment dates
January 1 and July 1 of each year, commencing January 1, 2014.

Maturity date
The notes will mature on July 1, 2023, unless earlier redeemed.

Optional Redemption
At our option, the notes may be redeemed, in whole or from time to time in part, at any time prior to the
date that is three months to their maturity date, at the redemption price plus accrued and unpaid interest
thereon to, but excluding, the date of redemption, as described under "Description of the Notes--
Optional Redemption" in this prospectus supplement.
At any time on or after the date that is three months prior to their maturity date, the notes may be
redeemed, in whole or from time to time in part, at our option, at a redemption price equal to 100% of
the principal amount of the notes to be redeemed on that redemption date plus accrued and unpaid
interest thereon to, but excluding, the date of redemption.

Ranking
The notes will be:

· our senior unsecured obligations, ranking equally in right of payment with all of our existing and

future unsecured unsubordinated debt;

· non-recourse to our general partner;

· senior in right of payment to all of our existing and future unsecured subordinated debt;

· effectively junior to any of our existing and future secured debt to the extent of the collateral securing

such debt; and

· effectively junior to all existing and future debt and other liabilities of our subsidiaries, including

our operating subsidiaries.

Covenants
The notes will be issued under an indenture with U.S. Bank National Association (successor to
SunTrust Bank), as trustee, which contains covenants for your benefit. These covenants restrict our
ability, with certain exceptions, to:

· incur debt secured by liens;

· engage in sale/leaseback transactions; or

· merge or consolidate with another entity or sell substantially all of our assets to another entity.

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Use of Proceeds
We estimate that we will receive net proceeds from this offering of approximately $495,550,000 (after
deducting the underwriting discount and estimated offering expenses payable by us). We intend to use
the net proceeds from this offering for the repayment of amounts outstanding on the maturity of the
$300.0 million principal amount of our 2013 Notes, and for general partnership purposes, which may
include prepayment of amounts due under our revolving credit facility. Please read "Use of Proceeds"
in this prospectus supplement.

Further issuances
We may create and issue additional notes ranking equally and ratably with the notes offered by this
prospectus supplement in all respects, so that such additional notes will be consolidated and form a
single series with the notes offered by this prospectus supplement and will have the same terms as to
status, redemption or otherwise (except for the issue date, public offering price and, if applicable, the
first interest payment date).
Ratio of Earnings to Fixed Charges
The ratio of earnings to fixed charges for each of the periods indicated below is as follows:

Three Months
Ended

Years Ended December 31,

March 31,

2008
2009
2010
2011
2012
2013

Ratio of earnings to fixed charges

1.25
1.51
1.44
1.71
2.58
3.5

These computations include us and our operating subsidiaries and are based on the historical results of Buckeye Partners, L.P. For these ratios, "earnings" means
the sum of the following:

· income from continuing operations (excluding income attributable to noncontrolling interests);

· plus equity income less than distributions, or less equity income greater than distributions, as applicable;

· less capitalized interest.
The term "fixed charges" means the sum of the following:

· interest and debt expense;

· plus equity income less than distributions, or less equity income greater than distributions, as applicable;

· plus capitalized interest; and

· plus a portion of rents representative of the interest factor.

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RISK FACTORS
You should carefully consider the risk factors described below, the risk factors beginning on page 19 of our Annual Report on Form 10-K for the year ended
December 31, 2012, as well as the risk factors relating to our business under the caption "Risk Factors" beginning on page 3 of the accompanying base prospectus
before making an investment decision. These risks are not the only ones we face. Additional risks not presently known to us or that we currently deem immaterial may
also impair our business operations. Our business, financial condition or results of operations could be materially adversely affected by any of these risks. You should
consider carefully these risk factors together with all of the other information included in this prospectus supplement, the accompanying base prospectus and the
documents incorporated by reference herein and therein before investing in the notes.
Risks Related to the Notes
Your ability to transfer the notes at a time or price you desire may be limited by the absence of an active trading market, which may not develop.
The notes are a new issue of securities with no established trading market. Although we have registered the offer and sale of the notes under the Securities Act of
1933, as amended, we do not intend to apply for listing of the notes on any securities exchange or for quotation of the notes in any automated dealer quotation system. In
addition, although the underwriters have informed us that they intend to make a market in the notes, as permitted by applicable laws and regulations, they are not obliged
to make a market in the notes, and they may discontinue their market making activities at any time without notice. An active market for the notes may not develop or, if
developed, may not continue. In the absence of an active trading market, you may not be able to transfer the notes within the time or at the price you desire.
You should not purchase the notes unless you understand and know you can bear all of the investment risks involving the notes.
The notes will be unsecured obligations. As such, the notes will be effectively junior to any secured debt we may have, to the existing and future debt and
other liabilities of our subsidiaries that do not guarantee the notes and to the existing and future secured debt of any subsidiaries that guarantee the notes.
The notes will be our unsecured debt and will rank equally in right of payment with all of our other existing and future unsubordinated debt. The notes will be
effectively junior to all our future secured debt, to the existing and future debt and other liabilities of our subsidiaries that do not guarantee the notes and to the secured
debt of any subsidiaries that guarantee the notes. Initially, there will be no subsidiary guarantors of our obligations under the notes, and there may be none in the future.
Since our operating subsidiaries will not guarantee the notes offered by us in this prospectus supplement, the notes will be effectively subordinated to all debt of our
operating subsidiaries. For example, these notes will be effectively junior to borrowings under our $1,250.0 million revolving credit facility that are guaranteed by
certain of our subsidiaries. Please read "Description of Other Indebtedness."
If we are involved in any dissolution, liquidation or reorganization, our secured debt holders will be paid before you receive any amounts due under the notes to
the extent of the value of the assets securing their debt, and creditors of our subsidiaries may also be paid before you receive any amounts due under the notes. In that
event, you may not be able to recover any principal or interest you are due under the notes.
We do not have the same flexibility as other types of organizations to accumulate cash, which may limit cash available to service the notes or to repay
them at maturity.
On a quarterly basis, we distribute 100% of our available cash to our unitholders of record, subject to reasonable reserves as described below. As a result, we
do not have the same flexibility as corporations or other

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entities that do not pay dividends or have complete flexibility regarding the amounts they will distribute to their equity holders. Available cash is generally defined as
consolidated cash receipts less consolidated cash expenditures and such retentions for working capital, anticipated cash expenditures and contingencies as our general
partner deems appropriate. The timing and amount of our distributions could significantly reduce the cash available to pay the principal, premium (if any) and interest
on the notes. The board of directors of our general partner will determine the amount and timing of such distributions and has broad discretion to establish and make
additions to our reserves or the reserves of our operating subsidiaries as it determines are necessary or appropriate.
Although our payment obligations to our unitholders are subordinate to our payment obligations to you, the market value of our units may substantially decrease
as a result of decreases in the amount we distribute per unit. Accordingly, if we experience a liquidity problem in the future, we may not be able to issue equity in
sufficient amounts to recapitalize our debt, including the notes.
We could enter into various transactions that could increase the amount of our outstanding debt, adversely affect our capital structure or credit ratings
or otherwise adversely affect holders of the notes.
The terms of the notes do not prevent us from entering into a variety of acquisition, change-of-control, refinancing, recapitalization, or other highly leveraged
transactions. As a result, we could enter into a variety of transactions that could increase the total amount of our outstanding indebtedness, adversely affect our capital
structure or credit ratings or otherwise adversely affect the holders of the notes.
To service our indebtedness, we will use a significant amount of cash. Our ability to generate cash to service our indebtedness depends on many factors
beyond our control.
Our ability to make payments on our indebtedness, including these notes, and to fund planned capital expenditures will depend on our ability to generate cash in
the future. This ability is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control. We cannot assure you
that cash flow generated from our business and other sources of cash, including future borrowings by us under our existing revolving credit facility, will be sufficient to
enable us to pay our indebtedness, including the notes, and to fund our other liquidity needs.

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USE OF PROCEEDS
We estimate that we will receive net proceeds from this offering of approximately $495,550,000 (after deducting the underwriting discount and estimated
offering expenses payable by us). We intend to use the net proceeds from this offering for the repayment of amounts outstanding on the maturity of the $300.0 million
principal amount of 2013 Notes and for general partnership purposes, which may include prepayment of amounts due under our revolving credit facility. In addition,
certain of the underwriters in this offering or their affiliates may hold various positions in the 2013 Notes from time to time, and as such, may receive a portion of the
net proceeds from this offering. See "Underwriting."

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