Obligation Buckeye Associates 6.05% ( US118230AG61 ) en USD

Buckeye Associates

100 % ⇌

Etas-Unis

US118230AG61 ( en USD )

6.05% par an ( paiement semestriel )

15/01/2018 - Obligation échue

Prospectus brochure de l'obligation Buckeye Partners US118230AG61 en USD 6.05%, échue

1 000 USD

300 000 000 USD

118230AG6

N/A

Buckeye Partners est une société américaine de transport et de stockage de produits énergétiques, opérant un réseau d'oléoducs, de terminaux et d'autres infrastructures énergétiques.

L'Obligation émise par Buckeye Associates ( Etas-Unis ) , en USD, avec le code ISIN US118230AG61, paye un coupon de 6.05% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/01/2018

Page 1 of 92
424B2 1 a2181965z424b2.htm 424B2
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Filed Pursuant to Rule 424(b)(2)
Registration No. 333-127868
PROSPECTUS SUPPLEMENT
(to Prospectus dated October 27, 2005)

$300,000,000
Buckeye Partners, L.P.
6.05% Notes due 2018
We will pay interest on the notes on January 15 and July 15 of each year. The first such payment will be made on July 15,
2008. The notes will be issued only in denominations of $1,000 and integral multiples of $1,000. We may redeem the notes,
in whole or in part, at any time or from time to time, prior to their maturity at the redemption price described in this
prospectus supplement.
The notes will be senior unsecured indebtedness of Buckeye Partners, L.P. and will rank equally in right of payment to all
existing and future unsubordinated indebtedness of Buckeye Partners, L.P. The notes will be effectively junior to all existing
and future debt and other liabilities of our subsidiaries.
See "Risk Factors" beginning on page S-7 of this prospectus supplement and page 5 of the accompanying base prospectus.
Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of
these securities or passed upon the accuracy or the adequacy of this prospectus supplement or the accompanying
prospectus. Any representation to the contrary is a criminal offense.
Per Note
Total
Public offering price
100.00%$
300,000,000
Underwriting discount
0.65%$
1,950,000
Proceeds, before expenses, to Buckeye Partners, L.P.
99.35%$
298,050,000
The public offering price set forth above does not include accrued interest, if any. Interest on the notes will accrue from
January 11, 2008 and must be paid by the underwriters if the notes are delivered after January 11, 2008.
The underwriters expect to deliver the notes through the facilities of The Depository Trust Company against payment in
New York, New York on January 11, 2008.
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Joint Book-Running Managers
LEHMAN BROTHERS

SUNTRUST ROBINSON HUMPHREY
Co-Managers
BANC OF AMERICA SECURITIES LLC

BNP PARIBAS

JPMORGAN

LAZARD CAPITAL MARKETS

MORGAN STANLEY

RBS GREENWICH CAPITAL

WELLS FARGO SECURITIES
Prospectus Supplement dated January 8, 2008
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TABLE OF CONTENTS
Prospectus Supplement
Page
Summary
S-1
Risk Factors
S-7
Ratio of Earnings to Fixed Charges
S-9
Use of Proceeds
S-10
Capitalization
S-11
Description of the Notes
S-12
Description of Other Indebtedness
S-22
United States Federal Income Tax Considerations
S-23
Underwriting
S-27
Legal Matters
S-28
Experts
S-28
Where You Can Find More Information
S-28
Prospectus
Page
Buckeye Partners, L.P.
2
Where You Can Find More Information
4
Risk Factors
5
Forward-Looking Statements
15
Use of Proceeds
16
Ratio of Earnings to Fixed Charges
16
Description of Limited Partnership Units
17
Description of Debt Securities
19
Material Tax Considerations
30
Plan of Distribution
42
Legal Matters
43
Experts
43
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
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. We are
principally engaged in the transportation, terminalling and storage of refined petroleum products for major integrated oil
companies, large refined products marketing companies and major end-users of petroleum products on a fee basis through
facilities owned and operated by us. We also operate pipelines owned by third parties under contracts with major integrated
oil and chemical companies and perform pipeline construction activities, generally for these same customers.
Buckeye GP LLC, a Delaware limited liability company, 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 approximately 5,400 miles of pipeline, serving 16 states, and operate approximately
2,700 miles of other pipelines serving two states under agreements with major oil and chemical companies. As of
December 31, 2007, we also own and operate 51 refined petroleum products terminals with aggregate storage capacity of
approximately 20 million barrels in Illinois, Indiana, Massachusetts, Michigan, Missouri, New York, Ohio, Pennsylvania
and Wisconsin.
Recent Developments
Farm & Home Transaction. On December 21, 2007, we agreed to acquire all of the equity interests in Farm & Home
Oil Company (or Farm & Home) for total cash consideration of approximately $145.5 million. Farm & Home is a major
regional distributor of refined petroleum products in northeastern and central Pennsylvania and surrounding areas. During the
fiscal year ended June 30, 2007, it provided over 550 million gallons of refined petroleum products, including gasoline and
distillates, to customers through a network of five terminals and other company-owned distribution assets.
The purchase agreement contains customary representations, warranties, covenants and indemnification provisions.
Consummation of the transaction is subject to customary closing conditions, including antitrust clearance. There can be no
assurance that these closing conditions will be satisfied. We expect the transaction to close in the first quarter of 2008, and
we expect to finance the acquisition initially through our revolving credit facility and thereafter on a permanent basis by
issuing limited partnership units to raise proceeds equal to the purchase price.
Lodi Transaction. On July 24, 2007, we agreed to acquire all of the membership interests in Lodi Gas Storage, L.L.C.
(or Lodi Gas) from Lodi Holdings, L.L.C. (or Lodi Holdings), an affiliate of ArcLight Capital Partners, LLC (or ArcLight).
ArcLight is an affiliate of our general partner. Lodi Gas owns and operates a natural gas storage facility near Lodi, California
and an expansion facility, known as Kirby Hills, located approximately 45 miles west of the Lodi facility. The combined
Lodi and Kirby Hills facilities provide approximately 22 billion cubic feet (Bcf) of working gas capacity and are connected to
Pacific Gas and Electric's intrastate gas pipelines that service natural gas demand in the San Francisco and Sacramento areas.
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Pursuant to the terms of the Purchase and Sale Agreement (or the Purchase Agreement) between Buckeye Gas
Storage LLC and Lodi Holdings, consideration of approximately $428 million will be paid at the closing of the transaction,
and an additional $12 million will be paid by us to Lodi Holdings upon receipt of approval from the California Public
Utilities Commission (or the CPUC) for a natural gas storage expansion project known as Kirby Hills Phase II. The Kirby
Hills Phase II expansion project will provide up to an incremental 12 Bcf of working gas capacity. The project is expected to
require construction expenditures of approximately $44 million and to be in service by the end of 2008.
The Purchase Agreement contains customary representations, warranties, covenants and indemnification provisions.
Consummation of our purchase of Lodi Gas is subject to customary closing conditions, including antitrust clearance and
regulatory approval from the CPUC. There can be no assurance that these closing conditions will be satisfied. We currently
expect the transaction to close in January 2008.
Equity Offerings. On August 8, 2007, we issued 2.5 million limited partnership units in an underwritten public offering
at $47.95 per limited partnership unit. Total proceeds from the offering, after underwriter's discount of $0.70 per limited
partnership unit and offering expenses, were approximately $119.7 million, and were used to reduce amounts outstanding
under our revolving credit facility.
On December 4, 2007, we issued 2.0 million limited partnership units in an underwritten public offering at $47.30 per
limited partnership unit. Total proceeds from the offering, after underwriter's discount of $1.00 per limited partnership and
offering expenses, were approximately $94.4 million. A portion of the proceeds from the offering were used to repay
amounts outstanding under our revolving credit facility and for general business purposes, and we intend to use the remaining
proceeds from the offering to fund a portion of the purchase price for our pending acquisition of Lodi Gas.
Third Quarter Distribution. On October 25, 2007, the board of directors of our general partner declared a regular
quarterly cash distribution of $0.825 per unit (or $3.30 per unit on an annualized basis), which was paid on November 30,
2007 to unitholders of record on November 5, 2007.
Change of Control of Buckeye GP Holdings L.P. and New Directors and Officers. In June 2007, an entity owned by
affiliates of ArcLight, Kelso & Company and Lehman Brothers Holdings Inc. purchased a majority limited partner interest in
Buckeye GP Holdings L.P. (or BGH), which owns and controls our general partner, and all of the ownership interest in
MainLine Management LLC (or MainLine Management), which is the general partner of BGH and controls BGH. In
connection with the acquisition, a number of the officers and directors of our general partner and MainLine Management
resigned from their positions and were replaced. In October 2007 three additional directors of our general partner's board of
managers resigned and were replaced.
S-2
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The following table sets forth our general partner's current directors and executive officers:
Name
Position

Forrest E. Wylie
Chairman of the Board and Chief Executive Officer and
Director
Irvin K. Culpepper, Jr.
Director
Michael B. Goldberg
Director
C. Scott Hobbs*
Director
Mark C. McKinley*
Director
Daniel R. Revers
Director
Robb E. Turner
Director
Clark C. Smith*
Director
Stephen C. Muther
President
Vance E. Powers
Vice President--Finance and Controller and Acting Chief
Financial Officer
Eric A. Gustafson
Senior Vice President and Chief Operating Officer
*
Is a non-employee director of our general partner and is not otherwise affiliated with our general partner or its parent
companies.

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 distribution to our unitholders. Our business strategy to accomplish this
objective is to:
·
Own and operate high-quality logistics assets;

·
Increase throughput on our pipelines and terminals that 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 and business lines.
We pursue acquisitions that we expect to be accretive to distributable cash flow on a per limited partnership unit basis.
Consistent with our balanced risk profile, we focus our acquisition efforts on stable cash flow businesses with a substantial
fee-based component.
Competitive Strengths
We believe the following competitive strengths position us to successfully execute our business strategy:
·
Strategic location of assets. Our petroleum products pipeline systems and terminal and storage facilities are
strategically located, allowing us to promote high levels of overall throughput and incrementally increase
pipeline and terminal volumes on our system. Our assets are primarily located in the northeast and upper
midwest areas of the United States, which have historically experienced demand for refined products in excess
of local supply. The strategic location of our assets enables us to take advantage of domestic imbalances and
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international imports of petroleum products.
S-3
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·
Cash flow stability due to the fee-based nature of businesses. We provide pipeline transportation services at
posted tariffs, storage services for a fee and pipeline operation and maintenance services pursuant to contracts.

·
Unique market-based tariff. Buckeye Pipe Line Company, L.P., 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 its tariff pricing than is available under the producer price index pricing formula,
which is used by most petroleum products pipelines.

·
Flexible sources of supply. Our pipeline system is connected to various refineries, third-party pipelines and
import marine terminals. These connections, together with our strong customer relationships, enable us to
maintain stable pipeline throughput.

·
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.

Executive Offices and Ownership
Our principal executive offices are located at Five TEK Park, 9999 Hamilton Blvd., Breinigsville, Pennsylvania 18031,
and our telephone number is (610) 904-4000.
Ownership of Buckeye Partners, L.P.
The following table reflects our ownership as of January 7, 2008.
Limited
General
Percentage
Partnership
Partner Units
Ownership*

Public Unitholders
43,427,626
--
95%
Buckeye Pipe Line Services Company
2,210,520
--
5
Buckeye GP Holdings L.P.
80,000
--
<1
Buckeye GP LLC
--
243,914
<1

45,718,146
243,914
100%

*
Ownership percentages are approximate.
S-4
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The Offering
Issuer
Buckeye
Partners,
L.P.
Securities offered

$300,000,000 principal amount of 6.05% Senior Notes due 2018.
Interest payment dates

January 15 and July 15 of each year, commencing July 15, 2008.
Maturity date

January 15, 2018.
Redemption

At the issuer's option, any or all of the notes may be redeemed, in whole or in
part, at any time, at the redemption prices described under "Description of the
Notes--Optional Redemption" in this prospectus supplement.
Ranking
The
notes:

·
will be senior unsecured indebtedness of the issuer, ranking equally in right
of payment with all of its existing and future unsubordinated debt;

·
will be non-recourse to the general partner of the issuer;

·
will be senior in right of payment to any future subordinated debt of the
issuer;

·
will be effectively junior to any secured debt of the issuer to the extent of
the collateral securing such debt; and

·
will be junior to all existing and future debt and other liabilities of the
issuer's 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.
Use of Proceeds

We estimate that we will receive net proceeds from this offering of
approximately $297.8 million. We plan to use the net proceeds from this
offering to fund a portion of the purchase price for our pending acquisition of
Lodi Gas. If we do not consummate the acquisition of Lodi Gas, we intend to
use the net proceeds of this offering to fund the purchase price for our pending
acquisition of Farm & Home and the remainder for general business purposes.
Please read "Use of Proceeds" in this prospectus supplement.
Further issuances

We may create and issue further notes ranking equally and ratably with the
notes offered by this prospectus supplement in all respects, so that such further
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 and public offering price).
S-5
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