Obligation Buckeye Associates 2.65% ( US118230AL56 ) en USD

Buckeye Associates

100 % ⇌

Etas-Unis

US118230AL56 ( en USD )

2.65% par an ( paiement semestriel )

15/11/2018 - Obligation échue

Prospectus brochure de l'obligation Buckeye Partners US118230AL56 en USD 2.65%, échue

2 000 USD

400 000 000 USD

118230AL5

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 US118230AL56, paye un coupon de 2.65% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/11/2018

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TABLE OF CONTENTS
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
$800,000,000.00
$103,040.00

(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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Table of Contents
PROSPECTUS SUPPLEMENT
(To Prospectus dated November 21, 2011)
$800,000,000
$400,000,000 2.650% Notes due 2018
$400,000,000 5.850% Notes due 2043
We are offering $400.0 million of our 2.650% notes due 2018 (the "2018 Notes") and $400.0 million of our 5.850% notes due 2043 (the
"2043 Notes," and together with the 2018 Notes, the "Notes"). We will pay interest on the Notes on May 15 and November 15 of each year,
commencing on May 15, 2014. The 2018 Notes will mature on November 15, 2018 and the 2043 Notes will mature on November 15, 2043
unless, in each case, redeemed prior to maturity. The Notes will be issued only in denominations of $1,000 and integral multiples of
$1,000.
We intend to use the net proceeds from this offering as part of the cash consideration of the Hess Terminals Acquisition and for general
partnership purposes. If the pending Hess Terminals Acquisition is not consummated, or the Purchase Agreement is terminated, in each
case, on or prior to July 9, 2014 (unless extended by us to a date not later than January 9, 2015), we will be required to redeem all of the
2018 Notes then outstanding at 101% of their initial offering price, plus accrued and unpaid interest to the date of redemption. See
"Description of the Notes--Special Mandatory Redemption."
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 will be our senior unsecured obligations, will rank equally in right of payment with all of our existing and future unsecured
unsubordinated debt and will rank senior in right of payment to all of our existing and future unsecured subordinated debt. The Notes will
be effectively junior to all existing and future debt and other liabilities of our subsidiaries, including our operating subsidiaries.
Each of the 2018 Notes and 2043 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
Total
Per
Total

2018 Note

2018 Notes

2043 Note

2043 Notes

Price to the public1

99.823%$ 399,292,000
98.581%$ 394,324,000
Underwriting discounts and commissions

0.600%$
2,400,000
0.875%$
3,500,000
Proceeds to Buckeye Partners, L.P. (before
expenses)1

99.223%$ 396,892,000
97.706%$ 390,824,000
1
Plus accrued interest from November 14, 2013, if settlement occurs after that date.
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 underwriters expect to deliver the notes through the facilities of The Depository Trust Company against payment in New York, New
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York on November 14, 2013.
Joint Book-Running Managers
Barclays

SunTrust Robinson Humphrey
Wells Fargo Securities
Deutsche Bank Securities
J.P. Morgan
UBS Investment Bank
Co-Managers
BNP PARIBAS

RBC Capital Markets
BB&T Capital Markets
PNC Capital Markets LLC

SMBC Nikko

Prospectus Supplement dated November 6, 2013
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Table of Contents
TABLE OF CONTENTS
Prospectus Supplement

Page

Risk Factors
S-5

Use of Proceeds
S-8

Capitalization
S-9

Description of Notes
S-10

Description of Other Indebtedness
S-21

United States Federal Income Tax Considerations
S-22

Underwriting
S-27

Legal Matters
S-29

Experts
S-29

Forward-Looking Statements
S-29

Where You Can Find More Information
S-29
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

29

Legal Matters

44
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Experts

44
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 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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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 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 le
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 throug
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 liquid 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 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 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
Execution of Purchase and Sale Agreement to Acquire Hess Terminals
In October 2013, we signed a definitive agreement (as amended, supplemented or otherwise modified from time to time, the "Hess
Purchase Agreement") with Hess Corporation to acquire 20 liquid petroleum products terminals with total storage capacity of
approximately 39 million barrels for $850 million (the "Hess Terminals Acquisition"). The 19 domestic terminals are located primarily in
major metropolitan locations along the U.S. East Coast and have approximately 29 million barrels of aggregate liquid petroleum products
storage capacity, including approximately 15 million barrels of capacity strategically located in New York Harbor. These terminals have
access to products supplied by marine vessels and barges as well as pipelines. The terminal on St. Lucia in the Caribbean has
approximately 10 million barrels of crude oil and refined petroleum products storage capacity and has deep-water access. This acquisition
which is subject to regulatory approvals and customary closing conditions, is expected to close in the fourth quarter of 2013.

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Equity Offerings
In October 2013, we completed a public offering of 7.5 million limited partnership units representing limited partner interests in the
Partnership ("LP Units") pursuant to an effective shelf registration statement, which priced at $62.61 per unit (the "October Equity
Offering"). The underwriters also exercised an option to purchase 1.1 million additional LP Units, resulting in total gross proceeds of
approximately $540.0 million before deducting underwriting fees and estimated offering expenses of approximately $18.9 million. We
intend to use the net proceeds from this offering to fund indirectly a portion of the purchase price for the Hess Terminals Acquisition.
Pending such use, we used the net proceeds to reduce the indebtedness outstanding under our $1.25 billion unsecured revolving credit
facility (the "Credit Facility") pursuant to a credit agreement, by and among us and our wholly owned subsidiary, Buckeye Energy
Services LLC, as borrowers, and SunTrust Bank, as administrative agent.
Conversion of Class B Units
In September 2013, approximately 8.5 million Class B Units representing limited partner interests ("Class B Units") in Buckeye,
which represented all of our Class B Units outstanding, converted into LP Units on a one-for-one basis. The conversion was required by
our agreement of limited partnership and was triggered in connection with over 4.0 million barrels of incremental storage capacity being
placed in service since acquisition at our BORCO facility effective September 1, 2013.
At-the-Market Offering Program
In May 2013, we entered into four separate equity distribution agreements (each an "Equity Distribution Agreement" and collectively
the "Equity Distribution Agreements") with each of Wells Fargo Securities, LLC, Barclays Capital Inc., SunTrust Robinson Humphrey, Inc
and UBS Securities LLC. Under the terms of the Equity Distribution Agreements, we may offer and sell up to $300.0 million in aggregate
gross sales proceeds of 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. Sales of LP Units, if any, may be made by means
of ordinary brokers' transactions on the New York Stock Exchange or otherwise at market prices prevailing at the time of sale, at prices
related to prevailing market prices or at negotiated prices or as otherwise agreed with any of such firms. During the nine months ended
September 30, 2013, we sold 0.5 million LP Units in aggregate under the Equity Distribution Agreements and received approximately
$33.1 million in net proceeds after deducting commissions and other related expenses. During the nine months ended September 30, 2013,
we paid approximately $0.4 million of compensation in aggregate to the agents under the Equity Distribution Agreements.
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
We are offering $800,000,000 aggregate principal amount of notes of the following series:

· $400.0 million of our 2.650% notes due 2018; and

· $400.0 million of our 5.850% notes due 2043.
Interest payment dates
Interest will be payable semi-annually in arrears on May 15 and November 15 of each year,
beginning on May 15, 2014.
Maturity date
Unless redeemed prior to maturity, the 2018 Notes will mature on November 15, 2018, and the
2043 Notes will mature on November 15, 2043.
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 t
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
$787.0 million (after deducting the underwriting discount and estimated offering expenses
payable by us). We intend to use the net proceeds from this offering as part of the consideration
for the Hess Terminals Acquisition, and for general partnership purposes. Please read "Use of
Proceeds" in this prospectus supplement.

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Optional Redemption
At our option, the Notes may be redeemed, in whole or in part at any time and from time to
time, at our option at the applicable redemption prices set forth under the heading "Description
of the Notes--Optional Redemption" in this prospectus supplement.
Special Mandatory Redemption
If the Hess Terminals Acquisition is not consummated, or the Hess Purchase Agreement is
terminated, in each case, on or prior to July 9, 2014 (unless extended by us to a date not later
than January 9, 2015), we will be required to redeem all of the 2018 Notes then outstanding at
101% of their initial offering price, plus accrued and unpaid interest to the date of redemption.
See "Description of the Notes--Special Mandatory Redemption."
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:
Nine Months

Years Ended December 31,
Ended

September 30,

2008

2009

2010

2011

2012

2013

Ratio of earnings to fixed charges
1.25x 1.51x 1.44x 1.71x 2.58x
3.15x
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; and
·
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 and on page 43 of our Quarterly Report on Form 10-Q for the quarter ended
September 30, 2013, 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 Hess Terminals Acquisition
The pending Hess Terminals Acquisition may not be completed as anticipated, or if completed, may not be beneficial to us.
The Hess Terminals Acquisition is expected to close during the fourth quarter of 2013 but is subject to satisfaction of Hart-Scott-
Rodino clearance and other customary closing conditions. If these conditions are not satisfied or waived, the Hess Terminals Acquisition
will not be consummated. The Hess Terminals Acquisition may not close on or before that time, or at all. Accordingly, if you decide to
purchase the 2043 Notes, you should be willing to do so whether or not we complete the Hess Terminals Acquisition. The consummation of
the Hess Terminals Acquisition involves potential risks, including:
·
the failure to realize expected profitability, growth or accretion;
·
environmental or regulatory compliance matters or liabilities;
·
title issues;
·
the diversion of management's attention from our existing businesses;
·
the incurrence of significant charges, such as asset devaluation or restructuring charges; and
·
the incurrence of unanticipated liabilities and costs for which indemnification is unavailable or inadequate.
If we consummate the Hess Terminals Acquisition and if these risks or other unanticipated liabilities were to materialize, any desired
benefits of the Hess Terminals Acquisition may not be fully realized, if at all, and our future financial performance and results of operations
could be negatively impacted.
If the closing of the Hess Terminals Acquisition does not occur on or prior to July 9, 2014 (unless extended by us to a date not later
than January 9, 2015), we will be required to redeem the 2018 Notes. If we are required to redeem the 2018 Notes, you may not
obtain your expected return on the 2018 Notes.
If the Hess Terminals Acquisition is not consummated, or the Purchase Agreement is terminated, in each case, on or prior to July 9,
2014 (unless extended by us to a date not later than January 9, 2015), we will be required to redeem all of the 2018 Notes at a redemption
price equal to 101% of their initial offering price, plus accrued and unpaid interest to but not including the special mandatory redemption
date. If your 2018 Notes are redeemed, you may not obtain your expected return on the 2018 Notes and may not be able to reinvest the
proceeds from a special mandatory redemption in an investment that results in a comparable return. Your decision to invest in the 2018
Notes is made at the
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