IFM Investors Pty Ltd (“IFM”) and Buckeye Partners, L.P.
(“Buckeye”) today announced the completion of the acquisition of
Buckeye by entities affiliated with IFM, adding one of the largest
diversified networks of integrated midstream assets to IFM’s
substantial investments in energy infrastructure across North
America.
Buckeye’s assets include 6,000 miles of pipeline, with over 100
delivery locations and 115 liquid petroleum products terminals with
aggregate tank capacity of over 118 million barrels, and a network
of marine terminals located primarily in the East and Gulf Coast
regions of the United States, as well as in the Caribbean.
The acquisition is aligned with IFM’s focus on investing in
high-quality, essential infrastructure assets that underpin the
economies in which they operate.
“Buckeye represents a natural extension of IFM’s expertise in
investing in, operating and growing essential midstream energy
infrastructure in North America,” said Jamie Cemm, Executive
Director for IFM. “Buckeye is a great company with a rich history,
and we look forward to steering the team and company through the
next phase of the US and global energy evolution.”
“The completion of this transaction marks a significant
milestone in Buckeye’s 133-year history,” said Clark C. Smith,
President and Chief Executive Officer of Buckeye. “This ownership
structure will provide Buckeye with superior access to capital to
execute on its long-term business strategy, and we look forward to
working with IFM during this next chapter in Buckeye’s story.”
Transaction Details
The acquisition, which was announced in May 2019, received
approval from Buckeye’s unitholders on July 31, 2019 and became
effective on November 1, 2019.
Under the terms of the merger agreement, a wholly owned
subsidiary of the IFM Global Infrastructure Fund (the “Fund”)
advised by IFM merged with and into Buckeye (the “merger”), with
Buckeye surviving the merger as a wholly owned subsidiary of the
Fund. In the merger, all of the outstanding limited partnership
units of Buckeye (other than certain excluded units) were converted
into the right to receive $41.50 per limited partnership unit. The
all-cash transaction is valued at $10.3 billion enterprise value
and $6.5 billion equity value.
In connection with the closing of the transaction, effective
today, trading of the Buckeye limited partnership units has been
suspended on the New York Stock Exchange (“NYSE”), and Buckeye has
requested that its limited partnership units be delisted from the
NYSE.
About IFM Investors
IFM Investors is a global institutional funds manager with
US$103 billion under its management as of 30 September 2019.
Established more than 20 years ago and owned by 27 major pension
funds, IFM Investors’ interests are deeply aligned with those of
its investors. Investment teams in Europe, North America, Australia
and Asia manage institutional strategies across infrastructure
(equity and debt), debt investments, listed equities and private
capital. IFM Investors is committed to the United Nations supported
Principles for Responsible Investment and has been a signatory
since 2008. IFM Investors has offices in nine locations; Melbourne,
Sydney, New York, London, Berlin, Tokyo, Hong Kong, Seoul and
Zurich. For more information visit: www.ifminvestors.com.
About Buckeye Partners, L.P.
Buckeye Partners, L.P. 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. Buckeye is
one of the largest liquid petroleum products pipeline operators in
the United States in terms of volumes delivered, with approximately
6,000 miles of pipeline. Buckeye also uses its service expertise to
operate and/or maintain third-party pipelines and terminals and
perform certain engineering and construction services for its
customers. Buckeye’s global terminal network comprises more than
115 liquid petroleum products terminals with aggregate tank
capacity of over 118 million barrels across its 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. Buckeye’s global network of
marine terminals enables it to facilitate global flows of crude oil
and refined petroleum products, offering its customers connectivity
between supply areas and market centers through some of the world’s
most important bulk storage and blending hubs. Buckeye’s flagship
marine terminal in The Bahamas, Buckeye Bahamas Hub, 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.
Buckeye’s Gulf Coast regional hub, Buckeye Texas Partners, offers
world-class marine terminalling, storage and processing
capabilities. Buckeye is also a wholesale distributor of refined
petroleum products in certain areas served by its pipelines and
terminals. More information concerning Buckeye can be found at
www.buckeye.com.
Cautionary Note Regarding Forward-Looking
Statements
The information contained in this communication includes
“forward-looking statements.” All statements that express belief,
expectation, estimates or intentions, as well as those that are not
statements of historical facts, are forward-looking statements.
Such statements use forward-looking words such as “proposed,”
“anticipate,” “project,” “potential,” “could,” “should,”
“continue,” “estimate,” “expect,” “may,” “believe,” “will,” “plan,”
“seek,” “outlook” and other similar expressions that are intended
to identify forward-looking statements, although some
forward-looking statements are expressed differently. These
statements discuss future expectations and contain projections.
Specific factors that could cause actual results to differ from
those in the forward-looking statements include, but are not
limited to: (i) changes in federal, state, local and foreign laws
or regulations to which Buckeye is subject, including those
governing pipeline tariff rates and those that permit the treatment
of Buckeye as a partnership for federal income tax purposes; (ii)
terrorism and other security risks, including cyber risk, adverse
weather conditions, including hurricanes, environmental releases
and natural disasters; (iii) changes in the marketplace for
Buckeye’s products or services, such as increased competition,
changes in product flows, better energy efficiency or general
reductions in demand; (iv) adverse regional, national, or
international economic conditions, adverse capital market
conditions and adverse political developments; (v) shutdowns or
interruptions at Buckeye’s pipeline, terminalling, storage and
processing assets or at the source points for the products Buckeye
transports, stores or sells; (vi) unanticipated capital
expenditures in connection with the construction, repair or
replacement of Buckeye’s assets; (vii) volatility in the price of
liquid petroleum products; (viii) nonpayment or nonperformance by
Buckeye’s customers; (ix) Buckeye’s ability to successfully
complete its organic growth projects and to realize the anticipated
financial benefits; (x) Buckeye’s ability to integrate acquired
assets with its existing assets and to realize anticipated cost
savings and other efficiencies and benefits; (xi) the effect of the
merger on Buckeye’s ability to retain and hire key personnel, its
ability to maintain relationships with its customers, suppliers and
others with whom it does business, or its operating results and
business generally; (xii) risks related to diverting management’s
attention from Buckeye’s ongoing business operations; (xiii) the
risk that unitholder litigation in connection with the merger may
result in significant costs to defend or resolve; and (xiv) the
cautionary discussion of risks and uncertainties detailed in Part
I, Item 1A, “Risk Factors” and Part II, Item 7, “Management’s
Discussion and Analysis of Financial Condition and Results of
Operations” of Buckeye’s Annual Report on Form 10-K for the fiscal
year ended December 31, 2018 (as filed with the SEC on February 15,
2019) and other risk factors identified herein or from time to time
in Buckeye’s periodic filings with the SEC. These factors are not
necessarily all of the important factors that could cause actual
results to differ materially from those expressed in any of
Buckeye’s forward-looking statements. Other known or unpredictable
factors could also have material adverse effects on future results.
Consequently, all of the forward-looking statements made in this
communication are qualified by these cautionary statements, and
Buckeye cannot assure you that actual results or developments that
it anticipates will be realized or, even if substantially realized,
will have the expected consequences to or effect on Buckeye or its
business or operations.
The forward-looking statements contained in this communication
speak only as of the date hereof. Although the expectations in the
forward-looking statements are based on Buckeye’s current beliefs
and expectations, caution should be taken not to place undue
reliance on any such forward-looking statements because such
statements speak only as of the date hereof. Except as required by
federal and state securities laws, Buckeye undertakes no obligation
to publicly update or revise any forward-looking statements,
whether as a result of new information, future events or any other
reason. All forward-looking statements attributable to Buckeye or
any person acting on Buckeye’s behalf are expressly qualified in
their entirety by the cautionary statements contained or referred
to in this communication and in Buckeye’s future periodic reports
filed with the SEC. In light of these risks, uncertainties and
assumptions, the forward-looking events discussed in this
communication may not occur.
For media queries, please contact:
IFM Investors
Kristin Cole
Prosek Partners
+1 310 652 1411
Pro-ifm@prosek.com
Buckeye Partners, L.P.
Kevin Goodwin
Vice President and Treasurer
+1 800 422 2825
irelations@buckeye.com
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