Buckeye Partners, L.P.

Offer to Purchase for Cash
UP TO $200,000,000 AGGREGATE PRINCIPAL AMOUNT OF THE OUTSTANDING NOTES LISTED IN THE TABLE BELOW

EACH OF THE OFFERS (AS DEFINED BELOW) WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON JULY 10, 2024, UNLESS EXTENDED (SUCH DATE AND TIME, THE “EXPIRATION DATE”). HOLDERS OF NOTES (AS DEFINED BELOW) MUST VALIDLY TENDER AND NOT VALIDLY WITHDRAW THEIR NOTES AT OR PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON JUNE 24, 2024 UNLESS EXTENDED (SUCH DATE AND TIME, THE “EARLY TENDER DATE”) THROUGH THE DEPOSITORY TRUST COMPANY (“DTC”), TO BE ELIGIBLE TO RECEIVE THE APPLICABLE TOTAL CONSIDERATION (AS DEFINED BELOW). TENDERED NOTES MAY BE WITHDRAWN PRIOR TO, BUT NOT AFTER, 5:00 P.M., NEW YORK CITY TIME, ON JUNE 24, 2024, UNLESS EXTENDED (SUCH DATE AND TIME, THE “WITHDRAWAL DATE”) AND, EXCEPT AS REQUIRED BY LAW, AFTER SUCH TIME MAY NOT BE VALIDLY WITHDRAWN OR REVOKED.


Title of Notes

CUSIP Numbers / ISIN

Principal Amount Outstanding1

Series Cap


4.350% Notes due 2024


118230AN1 / US118230AN13 118230AT8 and


$300,000,000


$100,000,000


4.125% Notes due 2025


U05638AB4/ US118230AT82 and USU05638AB41 and


$500,000,000


$100,000,000



To view copies of the Offer to Purchase document(s) please click on the link(s) below

Offer to Purchase



The Tender Agent and the Information Agent for the Offers is:

D.F. King & Co., Inc.

By Mail, Hand or Overnight Delivery:
48 Wall Street, 22nd Floor
New York, NY 10005
Attention: Michael Horthman

Banks and Brokers Call: (212) 269-5550 (U.S.)
Call Toll-Free: (800) 487-4870
Email: buckeye@dfking.com

Any questions regarding the terms of the Offers should be directed to the Dealer Manager at the applicable address and telephone numbers set forth below:

The Dealer Manager for the Offers is:

Wells Fargo Securities, LLC

550 South Tryon Street, 5th Floor
Charlotte, North Carolina 28202
Attn: Liability Management Group
Toll-Free: (866) 309-6316
Collect: (704) 410-4820
Email: liabilitymanagement@wellsfargo.com