Bond Buckeye Associates 6.375% ( US118230AS00 ) in USD

Buckeye Associates

99.9 % ⇌

United States

US118230AS00 ( in USD )

6.375% per year ( payment 2 times a year)

22/01/2078

Prospectus brochure of the bond Buckeye Partners US118230AS00 en USD 6.375%, maturity 22/01/2078

1 000 USD

400 000 000 USD

118230AS0

B+ ( Highly speculative )

B2 ( Highly speculative )

22/07/2025 ( In 66 days )

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 US118230AS00, pays a coupon of 6.375% per year.
The coupons are paid 2 times per year and the Bond maturity is 22/01/2078

The Bond issued by Buckeye Associates ( United States ) , in USD, with the ISIN code US118230AS00, was rated B2 ( Highly speculative ) by Moody's credit rating agency.

The Bond issued by Buckeye Associates ( United States ) , in USD, with the ISIN code US118230AS00, was rated B+ ( Highly speculative ) by Standard & Poor's ( S&P ) credit rating agency.

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Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-221438
CALCULATION OF REGISTRATION FEE

Title of each Class of
Proposed maximum
Amount of
securities to be registered

aggregate offering price

registration fee1
Debt Securities

$400,000,000

$49,800

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. 333-221438 by means of this prospectus supplement.
Table of Contents
PROSPECTUS SUPPLEMENT

(To Prospectus dated November 9, 2017)
$400,000,000

Buckeye Partners, L.P.
Junior Subordinated Notes due 2078

This prospectus supplement relates to our offering of $400,000,000 aggregate principal amount of Junior Subordinated Notes due 2078 (which we refer to
as the "notes").
The notes will bear interest at a fixed rate of 6.375% per year up to, but not including, January 22, 2023. During this period, interest will be payable the
notes semi-annually in arrears on January 22 and July 22 of each year, beginning on July 22, 2018. From, and including, January 22, 2023, the notes will
bear interest at a floating rate based on the Three-Month LIBOR Rate (as defined herein) plus 402 basis points (4.02%), reset quarterly. During this period,
interest will be payable on the notes quarterly in arrears on January 22, April 22, July 22 and October 22 of each year, beginning on April 22, 2023.
The notes will be redeemable at our option, in whole or in part, on one or more occasions, on or after January 22, 2023 at 100% of their principal amount,
plus any accrued and unpaid interest thereon. Prior to that date, the notes will be redeemable at the redemption prices described in this prospectus
supplement upon the occurrence of certain tax or rating agency events.
So long as no Event of Default has occurred and is continuing, we may defer interest payments on the notes on one or more occasions for up to 10
consecutive years as described in this prospectus supplement. Deferred interest payments will accrue additional interest at a rate equal to the interest rate
then applicable to the notes, to the extent permitted by applicable law.
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 and
cannot assure holders that an active after-market for the notes will develop or be sustained or that holders of the notes will be able to sell them at favorable
prices or at all.

Investing in the notes involves risks. See "Risk Factors" beginning on page S-8 of this prospectus
supplement and on page 4 of the accompanying base prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this
prospectus supplement or the accompanying base prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Per Note
Total

Price to the public(1)

99.474%
$397,896,000
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Underwriting discount

0.474%

$1,896,000
Proceeds to Buckeye Partners, L.P. (before expenses)(1)

99.000%
$396,000,000

(1) Plus accrued interest from January 22, 2018, if settlement occurs after that date.
The underwriters expect to deliver the notes in book-entry form only, through the facilities of The Depository Trust Company, against payment on or about
January 22, 2018.

Joint Book-Running Managers

Deutsche Bank Securities

Wells Fargo Securities
Prospectus Supplement dated January 18, 2018
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement

Page
Summary

S-1
Risk Factors

S-8
Use of Proceeds

S-12
Capitalization

S-13
Description of Notes

S-14
Description of Other Indebtedness

S-25
Certain U.S. Federal Income Tax Considerations

S-27
Underwriting

S-35
Legal Matters

S-41
Experts

S-41
Forward-Looking Statements

S-41
Where You Can Find More Information

S-42
Base Prospectus

About this Prospectus

1
Buckeye Partners, L.P.

1
Where You Can Find More Information

2
Information We Incorporate by Reference

3
Risk Factors

4
Forward-Looking Statements

5
Ratio of Earnings to Fixed Charges

6
Use of Proceeds

7
Description of the Limited Partnership Units

8
How We Make Cash Distributions

9
The Partnership Agreement

10
Description of Debt Securities

18
Material U.S. Federal Income Tax Consequences

30
Legal Matters

46
Experts

46

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 jurisdiction where the offer
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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

S-i
Table of Contents
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.

S-ii
Table of Contents
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, 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 Delaware master limited partnership that 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. The original
Buckeye Pipe Line Company was founded in 1886 as part of the Standard Oil Company ("Standard Oil") 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 subsequent
acquisitions thereafter 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, Buckeye
Pipe Line Company was reorganized into a master limited partnership, Buckeye Partners, L.P. Buckeye GP LLC is our general partner.
We own and operate, or own a significant interest in, a diversified global network of integrated assets providing midstream logistic solutions,
primarily consisting of the transportation, storage, processing and marketing of liquid petroleum products. We are one of the largest independent liquid
petroleum products pipeline operators in the United States ("U.S.") in terms of volumes delivered, with approximately 6,000 miles of pipeline. We
also use our service expertise to operate and/or maintain third-party pipelines and perform certain engineering and construction services for our
customers. Our global terminal network, including through our interest in VTTI B.V. ("VTTI"), comprises more than 135 liquid petroleum products
terminals with aggregate storage capacity of over 173 million barrels across our portfolio of pipelines, inland terminals and marine terminals located
primarily in the East Coast, Midwest and Gulf Coast regions of the United States as well as in the Caribbean, Northwest Europe, the Middle East and
Southeast Asia. Our global network of marine terminals enables us to facilitate global flows of crude oil and refined petroleum products, offering our
customers connectivity between supply areas and market centers through some of the world's most important bulk liquid storage and blending hubs.
Our flagship marine terminal in The Bahamas, Buckeye Bahamas Hub Limited, 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. Our Gulf Coast
regional hub, Buckeye Texas Partners LLC, offers world-class marine terminalling, storage and processing capabilities. Through our 50% equity
interest in VTTI, our global terminal network offers premier storage and marine terminalling services for petroleum product logistics in key
international energy hubs. We are also a wholesale distributor of refined petroleum products in certain areas served by our pipelines and terminals.
Recent Developments
Senior Notes Offering
On November 20, 2017, we closed an offering (the "Senior Notes Offering") of 4.125% senior notes due 2027 (the "2027 Notes"). We received
net proceeds from the Senior Notes Offering of approximately $394.4 million, which we used (i) to fund the redemption of all $300.0 million
aggregate principal amount of our outstanding 6.050% notes due January 15, 2018 and (ii) to repay borrowings under our revolving credit facility.

S-1
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Table of Contents
Business Strategy
Our primary business objective is to provide stable and sustainable cash distributions to our unitholders, while maintaining a relatively low
investment risk profile. The key elements of our strategy are to:

· Operate in a safe and environmentally responsible manner;

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

· Maintain stable long-term customer relationships;

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

· Maintain a solid, conservative financial position and an investment-grade credit rating.
We intend to achieve our strategy by:

· Acquiring, building and operating high quality, strategically-located assets;

· Maintaining and enhancing the integrity of our pipelines, terminals and storage assets;

· Pursuing strategic cash flow-accretive acquisitions that:

· Complement our existing footprint;

· Provide geographic, product and/or asset class diversity; and

· Leverage existing management capabilities and infrastructure;

· Seeking to acquire or develop other energy-related assets that enable us to leverage our asset base, knowledge base and skill sets;

· Valuing the effort, teamwork and innovation of our employees; and

· Providing superior customer service.
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.

S-2
Table of Contents
THE OFFERING
In this "--The Offering," the terms "us," "we," "our," the "Partnership" and similar terms refer solely to Buckeye Partners, L.P., and not to
any of our subsidiaries.

Issuer
Buckeye Partners, L.P.

Securities Offered
$400,000,000 aggregate principal amount of our Junior Subordinated Notes due 2078,
which we refer to as the "notes."

The notes will be issued in registered form and in denominations of $2,000 and integral

multiples of $1,000 in excess thereof.

Maturity
The notes will mature on January 22, 2078.

Interest Rate
The notes will bear interest at a fixed rate of 6.375% per year from the date they are issued
up to, but not including, January 22, 2023 or an earlier redemption date (the "Fixed Rate
Period"). The notes will bear interest from, and including, January 22, 2023 up to, but not
including, the maturity date (the "Floating Rate Period") at a floating rate based on the
Three-Month LIBOR Rate (as defined herein) plus 402 basis points (4.02%), reset
quarterly.

Interest Payment Dates
Subject to our right to defer interest payments as described below, during the Fixed Rate
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Period interest on the notes will be payable semi-annually in arrears on January 22 and July
22 of each year, beginning on July 22, 2018, and, during the Floating Rate Period, interest
on the notes will be payable quarterly in arrears on January 22, April 22, July 22 and
October 22 of each year, beginning on April 22, 2023.

Option to Defer Interest Payments
So long as no Event of Default (as defined herein) has occurred and is continuing, at our
option, we may, on one or more occasions, defer payment of all or part of the current and
accrued interest otherwise due on the notes by extending the interest payment period for up
to 10 consecutive years (each period, commencing on the date that the first such interest
payment would otherwise have been made, an "Optional Deferral Period"). A deferral of
interest payments may not extend beyond the maturity date of the notes or end on a day
other than an interest payment date.

Any deferred interest on the notes will accrue additional interest at a rate equal to the
interest rate then applicable to the notes, to the extent permitted under applicable law. Once

we pay all deferred interest payments on the notes, including any additional interest accrued
on the deferred interest, we can again defer interest payments on the notes as described
above, but not beyond the maturity date of such notes.

We are required to provide to the Trustee (as defined herein) written notice of any optional

deferral of interest at least 10 and not more than 60 Business Days (as defined herein) prior
to the

S-3
Table of Contents
earlier of (1) the next applicable interest payment date or (2) the date, if any, upon which
we are required to give notice of such interest payment date or the record date therefor to

the New York Stock Exchange or any applicable self-regulatory organization. The Trustee
is required to promptly forward any such notice to each holder of record of the notes.

If we elect to defer interest on the notes for one or more Optional Deferral Periods, the
holders of the notes will be required to accrue income for U.S. federal income tax purposes
in the amount of the accrued and unpaid interest payments on such notes, in the form of

original issue discount, even though cash interest payments are deferred and even though
the holders may be cash-basis taxpayers. See "Certain U.S. Federal Income Tax
Considerations."

Certain Restrictions during Optional Deferral Period
During an Optional Deferral Period, we will not be permitted to do any of the following,
with certain limited exceptions described below under "Description of the Notes--Certain
Limitations During an Optional Deferral Period":

· declare or pay any distributions with respect to, or redeem, purchase, acquire or make a

liquidation payment with respect to, any of our equity securities; or

· make any payment of interest on, principal of or premium, if any, on or repay,

repurchase or redeem any of our debt securities (including guarantees) that rank equally
with or junior in right of payment to the notes.

Optional Redemption
We may redeem the notes at our option:

· in whole or in part, at any time and from time to time, on or after January 22, 2023 at

100% of their principal amount, plus any accrued and unpaid interest thereon;

· in whole, but not in part, before January 22, 2023 at 100% of their principal amount,

plus any accrued and unpaid interest thereon, if certain changes in tax laws, regulations
or interpretations occur; or

· in whole, but not in part, before January 22, 2023 at 102% of their principal amount,

plus any accrued and unpaid interest thereon, if a rating agency makes certain changes in
the equity credit criteria for securities such as the notes.

For a more complete description of the circumstances under and the redemption prices at
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which the notes may be redeemed, see "Description of the Notes--Optional Redemption,"

"Description of the Notes--Right to Redeem Upon a Tax Event" and "Description of the
Notes--Right to Redeem Upon a Rating Agency Event."

S-4
Table of Contents
Ranking; Subordination
Our obligations under the notes are unsecured and rank junior in right of payment to all of
our "Senior Indebtedness," whether presently existing or from time to time hereafter
incurred, created, assumed or existing, as defined below under "Description of the Notes--
Ranking; Subordination." As of September 30, 2017, we had outstanding approximately
$4.8 billion of indebtedness to which the notes would have ranked subordinate.

We conduct a significant portion of our operations through our subsidiaries, and a
significant amount of our assets consists of our ownership interests therein. Therefore, our
right and, hence, the right of our creditors (including holders of the notes) to participate in

any distribution of the assets of any subsidiary of ours, whether upon liquidation,
reorganization or otherwise, is structurally subordinated to claims of creditors of each
subsidiary. As of September 30, 2017, our subsidiaries had outstanding $185.4 million of
indebtedness, which is included in the outstanding indebtedness disclosed above.

Events of Default
The following are the Events of Default with respect to the notes:

· failure to pay principal of, or premium, if any, on or interest on the notes when due at

maturity or earlier redemption;

· failure to pay interest on the notes when due and payable that continues for 30 days

(other than at maturity or upon earlier redemption), subject to our right to optionally
defer interest payments; or

· certain events of bankruptcy, insolvency or reorganization.

Listing
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 and cannot assure holders that
an active after-market for the notes will develop or be sustained or that holders of the notes
will be able to sell them at favorable prices or at all.

No Sinking Fund
The notes do not have the benefit of a sinking fund.

Use of Proceeds
We will receive aggregate net proceeds of approximately $394.9 million from the sale of
the notes to the underwriters, after deducting the underwriting discount and other offering
expenses payable by us. We intend to use the net proceeds from this offering in addition to
the net proceeds from the Senior Notes Offering (i) to repay borrowings under our
revolving credit facility and (ii) for general partnership purposes, which may include,
among other things, repayment of indebtedness, acquisitions, capital expenditures and
additions to working capital.

Book-Entry
The notes will be represented by one or more global securities that will be deposited with a
custodian for and registered in the name of The Depository Trust Company, New York,
New York

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Table of Contents
("DTC") or its nominee. This means that investors will not receive a certificate for their

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notes but, instead, will hold their interest through DTC's system.

Governing Law
State of New York.

Trustee
Branch Banking and Trust Company.

Risk Factors
An investment in the notes involves risks. A prospective investor should carefully consider
the discussion of risks in "Risk Factors" in this prospectus supplement and the other
information in this prospectus supplement and the accompanying prospectus before
deciding whether an investment in the notes is suitable for such investor.

S-6
Table of Contents
Ratio of Earnings to Fixed Charges
The ratio of earnings to fixed charges for each of the periods indicated below is as follows:

Nine months

Years ended December 31,

ended
September 30,

2012 2013 2014 2015
2016
2017

Ratio of earnings to fixed charges
2.65 3.31 2.65 3.06 3.51
3.07
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 before taxes (excluding income attributable to noncontrolling interests);

· plus fixed charges, as defined below;

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

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

· interest and debt expense;

· plus capitalized interest; and

· plus a portion of rentals representing an interest factor.

S-7
Table of Contents
RISK FACTORS
You should carefully consider the risk factors described below, the risk factors beginning on page 17 of our Annual Report on Form 10-K for the
year ended December 31, 2016 and the risk factors relating to our business under the caption "Risk Factors" beginning on page 4 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
The notes are contractually subordinated in right of payment to substantially all of our other debt, and the indenture governing the notes does not limit
the aggregate amount of indebtedness that may be issued by us.
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Our obligations under the notes are contractually subordinate and junior in right of payment to all of our Senior Indebtedness. This means that we
cannot make any payments on the notes until all holders of Senior Indebtedness have been paid in full, or provision has been made for such payment, if
such Senior Indebtedness is in default (subject to certain exceptions for grace periods and waivers).
The indenture under which the notes will be issued does not limit the aggregate amount of Senior Indebtedness that may be issued by us. As of
September 30, 2017, the aggregate principal amount of our Senior Indebtedness was approximately $4.8 billion.
We conduct a significant portion of our operations through our subsidiaries, and a significant amount of our assets consists of our ownership interests
in our subsidiaries. Therefore, our right and, hence, the right of our creditors (including holders of notes) to participate in any distribution of the assets of
any subsidiary of us, whether upon liquidation, reorganization or otherwise, is structurally subordinate to the claims of creditors of each subsidiary or
affiliate. As of September 30, 2017, our subsidiaries had outstanding $185.4 million of indebtedness, which is included in the outstanding indebtedness
disclosed above.
We may elect to defer interest payments on the notes at our option for one or more periods of up to 10 consecutive years. This may affect the market
price of the notes.
We may elect at our option to defer payment of all or part of the current and accrued interest otherwise due on the notes for up to 10 consecutive
years, as described under "Description of the Notes--Option to Defer Interest Payments" in this prospectus supplement. At the end of an Optional Deferral
Period, if all amounts due are paid, we could start a new Optional Deferral Period of up to 10 consecutive years. During any Optional Deferral Period,
interest on the notes would be deferred but would accrue additional interest at a rate equal to the interest rate then applicable to the notes, to the extent
permitted by applicable law. No Optional Deferral Period may extend beyond the maturity date or redemption date, if earlier, of the notes. If we exercise
this interest deferral right, the notes may trade at a price that does not fully reflect the value of accrued but unpaid interest on the notes or that is otherwise
less than the price at which the notes may have been traded if we had not exercised such right. In addition, as a result of our right to defer interest
payments, the market price of the notes may be more volatile than other securities that do not have these rights.
Holders of the notes may have to pay taxes on interest before they receive payments from us.
If we defer interest payments on the notes, a holder of notes will be required to accrue interest income for U.S. federal income tax purposes in
respect of such holder's proportionate share of the accrued but

S-8
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unpaid interest on the notes, even if such holder normally reports income when received. As a result, a holder will be required to include the accrued
interest in gross income for U.S. federal income tax purposes before receiving payment of the interest. If a holder sells its notes before the record date for
the first interest payment after an Optional Deferral Period, the accrued interest will be paid to the holder of record on the record date, and the holder will
never receive the cash from us related to the accrued interest that was reported for tax purposes. Holders should consult with their own tax advisor
regarding the tax consequences of an investment in the notes.
For more information regarding the tax consequences of purchasing the notes, see "Certain U.S. Federal Income Tax Considerations."
The interest rate of the notes will fluctuate when the Fixed Rate Period ends, and may from time to time decline below the fixed rate.
After the conclusion of the Fixed Rate Period, the notes will begin to bear interest from and including January 22, 2023 at a floating rate equal to the
sum of the Three-Month LIBOR Rate for the related interest period plus a spread of 402 basis points. The floating rate may be volatile over time and could
be substantially less than the fixed rate. In addition to experiencing a decline in interest income, holders of the notes could also encounter a reduction in the
value of their notes.
An active trading market for the notes may not develop, and any such market may be illiquid.
The notes constitute a new issue of securities with no established trading market. We do not intend to apply to list the notes on any securities
exchange. The liquidity of any trading market in the notes that may develop, and the market prices quoted therefor, may be adversely affected by changes
in the overall market for this type of security and by changes in our financial performance or prospects or in the prospects for companies in our industry
generally. As a result, we cannot assure holders that an active after-market for the notes will develop or be sustained or that holders of the notes will be
able to sell their notes at favorable prices or at all.
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 generally distribute substantially all 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 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.
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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

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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.
Because we have a holding company structure in which our subsidiaries conduct our operations and own our operating assets, our ability to service
our debt is largely dependent on our receipt of distributions or other payments from our subsidiaries.
We are a partnership holding company, and our subsidiaries conduct all of our operations and own all of our operating assets. We do not have
significant assets other than the ownership interests in our subsidiaries. As a result, our ability to make required payments on the notes depends on the
performance of our subsidiaries and their ability to distribute funds to us. The ability of our subsidiaries to make distributions to us may be restricted by,
among other things, credit instruments, applicable state business organization laws and other laws and regulations. If we are unable to obtain the funds
necessary to pay all the principal and interest on the notes when due, we may be required to adopt one or more alternatives, such as a refinancing of the
notes. We cannot assure you that we would be able to refinance the notes on terms that are acceptable to us, or at all.
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 the 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 revolving
credit facility, will be sufficient to enable us to pay our indebtedness, including the notes, and to fund our other liquidity needs.
If the Internal Revenue Service ("IRS") makes audit adjustments to our income tax returns for tax years beginning after December 31, 2017, it (and
some states) may assess and collect any taxes (including any applicable penalties and interest) resulting from such audit adjustments directly from us,
in which case our ability to service our debt (including the notes) and pay our operating expenses could be negatively impacted.
Pursuant to the Bipartisan Budget Act of 2015, for tax years beginning after December 31, 2017, if the IRS makes audit adjustments to our income
tax returns, it (and some states) may assess and collect any taxes (including any applicable penalties and interest) resulting from such audit adjustments
directly from us. To the extent possible under the new rules, our general partner may elect to either pay the taxes (including any applicable penalties and
interest) directly to the IRS or, if we are eligible, issue a revised Schedule K-1 to each unitholder and former unitholder with respect to an audited and
adjusted return. Although our general partner may elect to have our unitholders and former unitholders take such audit adjustment into account and pay any
resulting taxes (including applicable penalties or interest) in accordance with their interests in us during the tax year under audit, there can be no assurance
that such election will be practical, permissible or effective in all circumstances. If, as a result of any such audit adjustment, we are required to make
payments of taxes, penalties and interest, our cash available for servicing debt and satisfying operating expenses might be substantially reduced.
Rating agencies may change their practices for rating the notes, which change may affect the market price of the notes. In addition, we may redeem the
notes if a rating agency makes certain changes in the equity credit methodology for securities such as the notes.
The rating agencies that currently or may in the future publish a rating for us, including Moody's Investors Service, Inc., S&P Global Ratings and
Fitch Ratings, Inc., may, from time to time in the future, change the way they analyze securities with features similar to the notes. This may include, for
example, changes to the relationship between ratings assigned to an issuer's senior securities and ratings assigned to

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securities with features similar to the notes. If the rating agencies change their practices for rating these types of securities in the future, and the ratings of
the notes are subsequently lowered, that could have a negative impact on the trading price of the notes. In addition, we may redeem the notes before
January 22, 2023 at our option, in whole, but not in part, if a rating agency makes certain changes in the equity credit methodology for securities such as
the notes. See "Description of the Notes--Right to Redeem Upon a Rating Agency Event" in this prospectus supplement.
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Uncertainty relating to the LIBOR calculation process and potential phasing out of LIBOR after 2021 may adversely affect the value of the notes.
Regulators and law enforcement agencies in the United Kingdom and elsewhere are conducting civil and criminal investigations into whether the
banks that contribute to the British Bankers' Association (the "BBA") in connection with the calculation of daily LIBOR may have been under-reporting or
otherwise manipulating or attempting to manipulate LIBOR. A number of BBA member banks have entered into settlements with their regulators and law
enforcement agencies with respect to this alleged manipulation of LIBOR.
Actions by the BBA, regulators or law enforcement agencies may result in changes to the manner in which LIBOR is determined or the establishment
of alternative reference rates. For example, on July 27, 2017, the U.K. Financial Conduct Authority announced that it intends to stop persuading or
compelling banks to submit LIBOR rates after 2021. At this time, it is not possible to predict the effect of any such changes, any establishment of
alternative reference rates or any other reforms to LIBOR that may be enacted in the United Kingdom or elsewhere. Uncertainty as to the nature of such
potential changes, alternative reference rates or other reforms may adversely affect the trading market for LIBOR-based securities, including the notes.
Under the terms of the notes, the interest rate for each interest period during the Floating Rate Period is based on Three-Month LIBOR. If the
calculation agent is unable to determine Three-Month LIBOR based on screen-based reporting of that base rate, and if the calculation agent is also unable
to obtain suitable quotations for Three-Month LIBOR from reference banks, then the calculation agent will determine three-month LIBOR after consulting
such sources as it deems comparable or reasonable. In addition, if the calculation agent determines that Three-Month LIBOR has been discontinued, then
the calculation agent will determine whether to calculate the relevant interest rate using a substitute or successor base rate that it has determined in its sole
discretion is most comparable to Three-Month LIBOR, provided that if the calculation agent determines there is an industry-accepted successor base rate,
the calculation agent will use that successor base rate. In such instances, the calculation agent in its sole discretion may determine what business day
convention to use, the definition of Business Day and London Business Day, the LIBOR Interest Determination Date to be used and any other relevant
methodology for calculating such substitute or successor base rate, including any adjustment factor needed to make such substitute or successor base rate
comparable to the LIBOR base rate, in a manner that is consistent with industry-accepted practices for such substitute or successor base rate, with respect
to the calculation of interest on the notes during the Floating Rate Period. Any of the foregoing determinations or actions by the calculation agent could
result in adverse consequences to the applicable interest rate on the notes during the Floating Rate Period, which could adversely affect the return on, value
of and market for the notes.

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USE OF PROCEEDS
We estimate that we will receive net proceeds from this offering of approximately $394.9 million (after deducting the underwriting discount and
estimated offering expenses payable by us). We intend to use the net proceeds from this offering in addition to the net proceeds from the Senior Notes
Offering (i) to repay borrowings under our revolving credit facility and (ii) for general partnership purposes, which may include, among other things,
repayment of indebtedness, acquisitions, capital expenditures and additions to working capital.
Affiliates of certain of the underwriters listed in this prospectus supplement are lenders under our revolving credit facility and, as a result, such
affiliates may receive proceeds from this offering.
As of January 17, 2018, approximately $671.6 million of indebtedness was outstanding under our revolving credit facility. We used these funds for
working capital purposes, to finance internal growth activities and acquisitions, including in part to fund the previously announced merger of VTTI Energy
Partners LP with and into a direct wholly owned subsidiary of VTTI, the repayment of all $125.0 million in aggregate principal amount of our outstanding
5.125% Notes due July 1, 2017, and 2017 capital expenditures.
Indebtedness under our revolving credit facility bears interest under one of two rate options, selected by us, equal to either (i) the highest of (a) the
federal funds rate plus 0.5%, (b) SunTrust Bank's prime rate, or (c) an adjusted London Interbank Offered Rate determined on a daily basis for an interest
period of one month, in each case plus an applicable margin, or (ii) an adjusted London Interbank Offered Rate plus 1%. The applicable margin is
determined based on ratings assigned by Standard & Poor's Rating Services and Moody's Investor Service for our senior unsecured non-credit enhanced
long-term debt. As of January 17, 2018, the interest rate under our revolving credit facility was a weighted average of 3.06%. In connection with our
option to extend the maturity date of our revolving credit facility by one year in September 2016, one lender did not consent to such extension (such lender,
the "Declining Lender"). Therefore, all amounts due to the Declining Lender have a maturity date of September 30, 2020. The remainder of our revolving
credit facility has a maturity date of September 30, 2021.

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CAPITALIZATION
The following table sets forth our cash and cash equivalents and capitalization as of September 30, 2017 on:

· a consolidated historical basis;

· as adjusted basis to give effect to the issuance and sale of the 2027 Notes and the application of the net proceeds therefrom; and

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