Buckeye Partners (BPL) Enters 4.26M Common Direct Offering

Buckeye Partners, L.P. (NYSE: BPL) announced that it has entered into definitive agreements to sell to certain institutional investors an aggregate of 4,262,575 limited partnership units representing limited partner interests ("LP Units") in a registered direct offering for gross proceeds of approximately $250.0 million, before deducting placement agents fees and estimated offering expenses. The investors have agreed to purchase the LP Units for a price of $58.65 per LP Unit. Buckeye plans to use the net proceeds from this offering to fund indirectly a portion of the $260 million cash purchase price to acquire a marine terminal facility for liquid petroleum products in New York Harbor from Chevron U.S.A. Inc. and certain other growth capital expenditures, and, pending such uses, to reduce the indebtedness outstanding under its revolving credit facility.

The LP Units described above are being offered pursuant to a shelf registration statement on Form S-3 (File No. 333-178160), which was declared effective by the U.S. Securities and Exchange Commission ("SEC") on December 6, 2011.

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