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Form 8-K BUCKEYE PARTNERS, L.P. For: Feb 27

February 27, 2018 7:31 AM

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 


 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of report (Date of earliest event reported):   February 27, 2018

 

Buckeye Partners, L.P.

(Exact name of registrant as specified in its charter)

 

Delaware
(State or Other
Jurisdiction of
Incorporation)

 

1-9356
(Commission File
Number)

 

23-2432497
(I.R.S. Employer
Identification No.)

 

One Greenway Plaza
Suite 600

 

 

Houston, Texas

 

77046

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (832) 615-8600

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company o

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

 

 

 



 

Item 7.01              Regulation FD Disclosure.

 

Commencing February 27, 2018, management of Buckeye GP LLC, the general partner of Buckeye Partners, L.P. (the “Partnership”), will be presenting to and participating in meetings with certain investors.  Attached as Exhibit 99.1 to this Current Report on Form 8-K is a copy of the materials to be used in connection with those presentations and meetings.  On February 27, 2018, the materials are being posted on the Investor Center page of the Partnership’s website, at www.buckeye.com.

 

The information furnished pursuant to this Item 7.01 shall not deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, and is not to be incorporated by reference into any filing of the Partnership.

 

Item 9.01                                           Financial Statements and Exhibits.

 

(d)                                 Exhibits.

 

99.1                        Investor Presentation

 

2



 

Exhibit Index

 

Exhibit

 

 

 

 

 

99.1

 

Investor Presentation

 

3



 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

BUCKEYE PARTNERS, L.P.

 

 

 

 

By:

Buckeye GP LLC,

 

 

  its General Partner

 

 

 

 

 

 

 

By:

/s/ TODD J. RUSSO

 

 

Todd J. Russo

 

 

Senior Vice President, General Counsel and

 

 

Secretary

 

 

Dated: February 27, 2018

 

4


Exhibit 99.1

 

Investor Presentation New York, NY February 27 - March 1, 2018

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LEGAL NOTICE / FORWARD-LOOKING STATEMENTS This presentation contains “forward-looking statements” that we believe to be reasonable as of the date of this presentation.These statements, which include any statement that does not relate strictly to historical facts, use terms such as “anticipate,” “assume,” “believe,” “estimate,” “expect,” “forecast,” “intend,” “plan,” “position,” “potential,” “predict,” “project,” or “strategy” or the negative connotation or other variations of such terms or other similar terminology. In particular, statements, expressed or implied, regarding future results of operations or ability to generate sales, income or cash flow, to make acquisitions, or to make distributions to unitholders are forward-looking statements. These forward-looking statements are based on management’s current plans, expectations, estimates, assumptions and beliefs concerning future events impacting Buckeye Partners, L.P. (the “Partnership”, “Buckeye” or “BPL”) and therefore involve a number of risks and uncertainties, many of which are beyond management’s control. Although the Partnership believes that its expectations stated in this presentation are based on reasonable assumptions, actual results may differ materially from those expressed or implied in the forward-looking statements. The factors listed in the “Risk Factors” sections of, as well as any other cautionary language in, the Partnership’s public filings with the Securities and Exchange Commission, provide examples of risks, uncertainties and events that may cause the Partnership’s actual results to differ materially from the expectations it describes in its forward-looking statements.Each forward-looking statement speaks presentation, and the Partnership undertakes no obligation to update or revise any forward-looking statement. only as of the date of this © Copyright 2018 Buckeye Partners, L.P. 2

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ORGANIZATIONAL OVERVIEW Buckeye owns and operates a diversified global network of integrated assets providing midstream logistic solutions, which generate stable and consistent cash flows Domestic Pipelines & Terminals One of the largest independent liquid petroleum products pipeline and terminal operators with assets located primarily in the Northeast, Midwest and Southeast United States • ~6,000 miles of pipeline with ~110 delivery locations • 115 active liquid petroleum product terminals • ~57 million barrels of liquid petroleum product storage capacity Global Marine Terminals(3) One of the largest networks of marine terminals located primarily in the East Coast and Gulf Coast regions of the United States as well as in the Caribbean, Northwest Europe, the Middle East and Southeast Asia • 22 liquid petroleum product terminals located in key global energy hubs • ~120 million barrels of liquid petroleum product tank capacity (2) Market Data Unit Price $46.17 $6.8 billion 10.9% Market Capitalization Yield Financial Data(1) Adjusted EBITDA Distribution per Unit (Annualized) Distribution Coverage Ratio Debt to Adjusted EBITDA Ratio Merchant Services Markets liquid petroleum products in certain areas served by Domestic Pipelines & Terminals and Global Marine Terminals $1.1 billion $5.05 1.00x 4.41x © Copyright 2018 Buckeye Partners, L.P. (1) Presented in millions. See Non-GAAP Reconciliations at end of presentation. (2) As of February 22, 2018. (3) Includes Buckeye’s 50% equity interest in VTTI B.V. 3 Market and Financial Highlights 2017 Adjusted EBITDA(1) - $1.1 billion

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SYSTEM MAP Chicago Complex NY Harbor Gulf Coast Caribbean Northwest Europe Singapore Fujairah © Copyright 2018 Buckeye Partners, L.P. 4 Global network situated across major logistics hubs U.S. Gulf Coast Chicago Complex New York Harbor The Caribbean Northwest Europe Fujairah Singapore

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TRANSFORMATION SINCE 2010 oAcquired over 75 domestic and international terminals with over 130 million bbls of storage capacity, including 50% equity interest in VTTI B.V. with assets located in key global energy hubs oCreated seven hubs through acquisitions and commercial efforts $2.5 $2.0 $1.5 $1.0 Since 2011, over 10 million barrels(3) of fuel oil storage have been converted to handle a wider spectrum of products in order to align Buckeye’s service offerings with changing market dynamics $0.5 $0.0 (2) 2010 2011 2012 2013 2014 2015 20162017 Internal Growth Acquisitions © Copyright 2018 Buckeye Partners, L.P. (1) (2) (3) See Non-GAAP Reconciliations at end of presentation. Includes VTTI acquisition of $1.15 billion, funded January 4, 2017. Conversion of 2 million barrels currently in progress and expected to be in service in the second half of 2018. 5 In billions $0.1 $1.9 $1.2 $0.9 $0.9 $0.3 $0.5 $0.3 $0.4 $0.4 $0.3 $0.3 $0.3 $0.3 $1.1 Invested over $8 Billion in Acquisitions and Internal Growth ~16% CAGR Global Marine Terminals Segment Provides Significant Diversification in Adjusted EBITDA(1) Significant Geographic Diversification From Acquisitions and Capital Investments

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DIVERSIFICATION DRIVES STABILITY Market-Based Tariffs Represent Significant Portion of Pipeline Revenue Results of Product Diversification 2010 3% 2017 2017 Refined(1) Crude Oil/Condensate Other(2) FERC INDEX MARKET-BASED OTHER 11% FERC INDEX MARKET-BASED OTHER 47% 35% 42% 97% 65% Expansion of Terminal Business Revenues 2010 2017 2017 Pipelines Terminals 30% 45% 55% 70% As % of Domestic P&T As % of Total P&T/GMT(3) © Copyright 2018 Buckeye Partners, L.P. (1) Refined products primarily include gasoline, jet fuel, diesel and heating oil. (2) Other products primarily include fuel oil, butane, propylene, diluent and asphalt. (3) Includes both Domestic Pipelines & Terminals and Global Marine Terminals segments. 6 Diversified portfolio generates stable cash flows; over 95% of 2017 Adjusted EBITDA was fee-based

 


VTTI B.V. OVERVIEW o Buckeye acquired 50% of the equity interest in VTTI B.V. (“VTTI”) from Vitol for $1.15 billion VTTI, based in the Netherlands, is an independent provider of storage and terminalling services for refined products, LPG and crude oil Focused on international terminal investments in key global energy hubs and in locations where product flows are increasing 100% of VTTI revenues are fee-based with no direct commodity price exposure Not dependent on absolute oil price levels or drilling economics to support growth o In September 2017, VTTI acquired all of the publicly held common units of VTTI Energy Partners LP at a price of $19.50 per common unit, in accordance with the definitive merger agreement signed May 8, 2017 The VTTI Energy Partners LP unitholders approved the merger on September 13, 2017 Buckeye funded its portion of the transaction (approximately $237 million) with 50% equity and 50% debt, utilizing available capacity on Buckeye’s revolver and net proceeds from a September 2017 block sale of limited partner units pursuant to its At-The-Market (“ATM”) program o No remaining equity overhang The buyout simplified VTTI’s structure and is expected to enhance accretion to Buckeye o o o o o o o International Marine Terminal Platform Vitol Partnership o Immediate world-wide presence with sizeable assets in major global hubs (ARA(1), Singapore, Middle East) alongside key terminalling locations in emerging markets High quality assets consisting of retrofitted terminals and newly constructed facilities, all designed with a focus on customer optionality o A partnership with Vitol, the largest independent trader of petroleum products, provides unique insight and visibility towards current and future product flows and growth opportunities o Financially Attractive Investment o Immediate accretion to distributable cash flow expected to grow over time Attractive long-term acquisition multiple No direct commodity price exposure High Growth Business o Robust growth trajectory with development projects underway including recent acquisitions in Panama and Croatia, expansions in Rotterdam and Antwerp, and the build out of a greenfield terminal project in South Asia o o © Copyright 2018 Buckeye Partners, L.P. (1) Amsterdam, Rotterdam, and Antwerp. 7 VTTI Highlights Buyout of MLP Public Unitholders Acquisition Overview

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BUCKEYE’S VTTI STRATEGY o o Immediate world-wide presence with sizeable assets in key global hubs (ARA(1), Singapore, Middle East) High quality assets consisting of modernized terminals and newly constructed facilities, all designed with a focus on customer optionality Hard-to-replicate global network with superior customer optionality and multimodal capabilities to receive and deliver a wide array of petroleum products (marine, road, pipeline and rail access) o VTTI's Ownership Interest Gross Capacity (MMBbls) Region / Location Amsterdam, Netherlands Rotterdam, Netherlands Antwerp, Belgium Amsterdam, Netherlands Rotterdam, Netherlands Antwerp, Belgium 100% 90% 100% 8.6 7.0 6.0 Northwest Europe Hub / ARA 21.6 Fujairah, United Arab Emirates 90% 10.1 Ventspils, Middle East Shipping Hub 10.1 Kaliningrad, Russia Latvia Johor, Malaysia 100% 7.3 New York Singapore Harbor Hub 7.3 Ploce, Harbor Croatia Corpus Christi Europe / Latvia Europe / Cyprus Europe / Russia Europe / Croatia North America / Florida South America / Argentina Central America / Panama Africa / Kenya Africa / Nigeria Africa / South Africa 49% 100% 100% 70% 100% 100% 75% 100% 50% 70% 7.5 3.4 0.3 0.3 2.9 1.4 1.4 0.7 0.1 0.8 Vasiliko, Cyprus Cape Canaveral, Florida Bahamas Puerto Rico St. Lucia Panama City, Panama Fujairah, UAE Lagos, Nigeria Johor, Malaysia 25 MMBbls < 5 MMBbls Other 18.8 Mombasa, Kenya VTTI Locations Buckeye Global Marine Terminals Locations Buenos Aires, Argentina Cape Town, South Africa Buckeye's Ownership Interest Gross Capacity (MMBbls) Region / Location Buckeye Caribbean Buckeye New York Harbor Buckeye Corpus Christi 100% 100% 80% 40.3 15.2 6.7 © Copyright 2018 Buckeye Partners, L.P. (1) Amsterdam, Rotterdam, and Antwerp. 8 Total Buckeye Global Marine62.2 Combined Buckeye Global Marine & VTTI120.0 VTTI delivers a complementary geographically diverse footprint that provides Buckeye with immediate access to new markets on a scale that would be difficult to replicate organically Total VTTI57.8 Terminal Location & Capacity Summary Expand Our International Marine Terminal Platform

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RECENT DEVELOPMENTS AND QUARTERLY HIGHLIGHTS Fourth quarter 2017 declared distribution maintained at same level as prior quarter Domestic Pipelines & Terminals oContributions from higher pipeline tariffs and increased pipeline and terminal throughput volumes for the quarter oImproved contribution from first phase of the Michigan/Ohio Expansion project oIncreased heating oil demand driven by cold weather Global Marine Terminals oImproved operating performance at Buckeye Texas Partners, including record processing throughput volumes on both splitters oContinue to recognize solid contributions from the 50% equity interest in VTTI oDecline in capacity utilization as a result of the exit of a long-term customer and weaker overall storage market conditions oContinue to advance on recontracting efforts and facility modifications that will better align storage capabilities with evolving customer demand Merchant Services oContinued benefit from disciplined inventory management and asset optimization oRecord contribution to the Buckeye umbrella in 2017 Demonstrated continued success of diversification strategy and quality of Buckeye commercial, technical and operating teams $289.9 $277.5 $277.3 $271.7 $269.2 $256.6 $255.1 $244.6 1Q16 2Q16 3Q16 4Q16 1Q17 2Q17 3Q17 4Q17 Buckeye Perth Amboy Dock © Copyright 2018 Buckeye Partners, L.P. (1) See Non-GAAP Reconciliations at end of presentation. 9 Quarterly Adjusted EBITDA Performance(1)

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LOOKING FORWARD 2018 OUTLOOK oExpect tariff increases on market-based and FERC index-based tariff pipelines to drive pipeline throughput revenue growth oTerminal throughput revenue growth expected to be driven by completion of growth capital initiatives and expansion of market share, partially offset by expiration of a crude-by-rail contract at our Chicago Complex in early 2018 oContinuing to advance on a number of projects with attractive return profiles across our portfolio of assets, such as the second phase of the Michigan/Ohio Expansion Project (target in-service date late 2018), Chicago Complex Expansion, which is expected to enhance service offerings for a major Midwestern-area refiner, and a number of smaller projects that require moderate capital investments Global Marine Terminals oExpanding dock capabilities, adding storage capacity and increasing pipeline connectivity at Buckeye Texas Partners in advance of an anticipated increase in throughput volumes from the Permian into Corpus Christi oAt current yield, Buckeye believes that greater unitholder value can be generated by maintaining its distribution rate and retaining capital rather than by continuing distribution growth. oWhile distribution decisions are made on a quarterly basis, Buckeye has never cut its distribution and has no intention to do so now. oBuckeye entered into a purchase agreement with institutional investors for the private placement of $265 million of Class C Units, for which distributions may be paid through additional Class C Units rather than cash, with a 2 year conversion period into LP Units on a one-for-one basis oExpected to eliminate the need for additional equity offerings in 2018 and 2019 to fund our growth capital expenditures oOffering anticipated to improve coverage and to strengthen Buckeye’s balance sheet through reduced leverage oPurchasers have the option to buy an additional $50 million of Class C Units oVTTI is expected to benefit from a broad set of organic and expansion opportunities capitalizing on emerging market trends at attractive expected investment multiples oCompletion of the New York Harbor optimization projects in 2018, conversion of storage capacity in the Caribbean to handle a wider spectrum of products, and enhancing certain service offerings to accommodate new business lines is anticipated to drive improved utilization across storage assets oEvolving overall market conditions are anticipated to be less favorable for segregated storage demand Merchant Services oContinued focus on asset optimization across Buckeye’s portfolio to drive higher utilization and incremental value 1,200 1,000 800 600 400 200 - (1) 2018 2019 2020 2021 2022 © Copyright 2018 Buckeye Partners, L.P. (1) Includes December 31, 2017 balance on revolving credit facility of $419 million, which matures in 2021. 10 $ iIn Millions $1,069M $700M $525M Debt Maturities Over Next Five Years Domestic Pipelines & Terminals Key Considerations in Distribution Policy

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GROWTH CAPITAL PROJECTS DEVELOPMENT OF SOUTH TEXAS GATEWAY DISTRIBUTION CAPABILITIES oPermian Basin is one of the most prolific oil producing areas in the world Buckeye is positioned to benefit from new project development as well as expansion of service from growing volumes of crude oil production through its “last-mile” solutions oTakeaway capacity from this basin is expected to be constrained as early as 2019, and multiple pipeline projects will likely be necessary to alleviate these constraints oExisting pipeline infrastructure largely targets the Houston market and is creating additional bottlenecks oCorpus Christi represents a more efficient path to market and a compelling alternative to the Houston/Beaumont area refining and terminal complex oBuckeye launched a binding open season in December 2017 in connection with construction of a ~600-mile long-haul pipeline with origination points in Wink, Midland, Gardendale and Crane, Texas to Buckeye Texas Partners (“BTP”) facilities in Corpus Christi and to destinations in Ingleside and Houston, Texas oTotal expected capacity of up to 600,000 barrels per day with multiple quality segregations oBuckeye’s advantaged “last-mile” solutions include existing superior marine terminal export capabilities and connectivity within the Corpus Christi market oBuckeye is executing several growth projects to accommodate growing market demands, including increased storage capacity and infrastructure modifications that will enable handling of larger incremental volume movements across its facility and docks 4,500 4,000 3,500 3,000 2,500 2,000 1,500 1,000 500 0 Q1'17 Q2'17 Q3'17 Q4'17 Q1'18 Q2'18 Q3'18 Q4'18 Q1'19 Q2'19 Q3'19 Q4'19 Q1'20 Q2'20 Q3'20 Q4'20 Refineries PELA (SXL) BridgeTex (PAA/MMP) CS (Jan 2018) TPH (Sept 2017) Basin (PAA/EPD) West Texas Gateway (ETP) Cactus (PAA) RBC (Dec 2017) Centurion (OXY) West Texas Gulf (SXL) Midland-Sealy (EPD) GS (Dec 2017) Longhorn (MMP) Permian Express II (SXL) Delaware to Cushing (PAA) Genscape (Oct 2017) © Copyright 2018 Buckeye Partners, L.P. (1) Permian crude supply/demand balances sourced from various Wall Street analyst reports and company presentations/press releases. 11 MBbls/d Permian Crude Supply/Demand Balance(1)

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GROWTH CAPITAL PROJECTS MICHIGAN/OHIO EXPANSION oExpected to further expand Buckeye’s capabilities to move refined product barrels from Midwestern refineries to Pittsburgh and Central Pennsylvania destinations to satisfy shipper demand oIncludes partial reversal of Buckeye’s Laurel Pipeline to move product from Pittsburgh into Central Pennsylvania oDelivery capacity of petroleum products to Pittsburgh area destination and to the Altoona area will increase by a total of approximately 40,000 barrels per day oCompleted a successful open season with 10-year shipper commitments oContinue to move through the regulatory approval process; a decision by the Pennsylvania Public Utility Commission is expected in mid-2018 oExpected completion by the end of 2018 oExpect to enter into a long-term agreement with a major Midwestern refiner to further expand storage, throughput capacity and service capabilities in the Chicago Complex to support growing needs of major Midwestern refinery customers oNecessary air permits have already been received oEnhances liquidity of the Chicago Complex and further solidifies our position as the premier storage and trading market in the area oExpected completion in 2019 oMidwest refineries have been steadily increasing production of lower-cost gasoline and diesel oProvides safe and reliable pipeline option for Midwestern refiners to move lower-cost fuels eastward to meet consumer demand oIncreases Pennsylvania's access to domestically produced fuels decreasing dependence on costly imports oProvides Pennsylvania consumers with access to Midwestern supply, historically less expensive than product sourced from the East Coast Pipeline construction for Michigan/Ohio Expansion © Copyright 2018 Buckeye Partners, L.P. 12 Michigan/Ohio Expansion Benefits Chicago Complex Michigan/Ohio Expansion – Phase Two

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GROWTH CAPITAL PROJECTS New York Harbor oFurther enhance competitive position by improving the facilities’ interconnectivity, marine handling, blending and pipeline takeaway capabilities along with incremental storage capacity oMultiple storage, distribution, processing and export projects under evaluation to support long-term growth Caribbean oButane blending services and onshore storage at Buckeye Bahamas Hub oConverting approximately 2 million barrels of capacity to handle a wider spectrum of products oProjects to further capability to handle specialty crude products VTTI oVTTI is progressing with assessments of various acquisition and expansion options in the Americas, Europe, and Asia oExpansion of Jacksonville, FL terminal to increase throughput capacity and provide ethanol by rail capabilities oIncreasing ethanol and butane blending capabilities at the Southeast terminals oExpanding and creating an integrated Pittsburgh Complex between our Pittsburgh, Coraopolis and recently acquired Indianola terminal oReconfiguring the Albany, NY terminal to support a refined products rail and truck rack business oExpanding Cincinnati terminal to facilitate access to pipeline-sourced products oAssessing opportunities for LPG storage across Buckeye’s footprint 2018 spend of approximately $275-325 million oAvailable liquidity on revolver(1)$1.1 billion oDebt to Adjusted EBITDA ratio(2) 4.41x Our strategy remains focused on growing and diversifying Buckeye's business to capitalize on new products and services and to expand our geographic reach © Copyright 2018 Buckeye Partners, L.P. (1) As of December 31, 2017. (2) For the year ended December 31, 2017. See Non-GAAP Reconciliations at end of presentation. 13 Growth Capital Spend Global Marine Terminals Domestic Pipelines & Terminals

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INVESTMENT SUMMARY Diverse portfolio of assets built through acquisitions and internal investment that deliver stable financial results despite volatile and depressed commodity price environment oPredominantly fee-based cash flows from our transportation, terminal throughput, storage and processing activities oSignificant geographic and product diversity, including access to international logistics opportunities, broader product service capabilities and significant near-term growth projects o50% equity interest in VTTI establishes immediate worldwide presence in one of the largest independent global marine terminal businesses with attractive growth profile oLower cost of capital realized from elimination of GP IDRs oImportant differentiation from many MLP peers oCommitted to maintaining an investment grade credit rating oExposure to counterparty non-performance is limited oEmpowered, commercially focused and team-oriented employees accountable and incentivized to deliver results oUninterrupted distributions to our unitholders each quarter for the past 30 years Buckeye Bayonne Terminal Buckeye Texas Partners condensate splitters © Copyright 2018 Buckeye Partners, L.P. 14

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FINANCIAL OVERVIEW

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FINANCIAL PERFORMANCE (1) 2013 and 2014 amounts represent Adjusted EBITDA from continuing operations and exclude the Natural Gas Storage business, which was classified as Discontinued Operations during the fourth quarter of 2013 and divested in the fourth quarter of 2014. (2) See Non-GAAP Reconciliations at end of presentation. (3) Distributable cash flow divided by cash distributions declared for the respective periods. © Copyright 2018 Buckeye Partners, L.P. 16 Cash Distributions per Unit - Declared Debt to Adjusted EBITDA Ratio(2) Cash Distribution Coverage Ratio(1)(2)(3) Adjusted EBITDA (in millions)(1)(2)

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NON-GAAP RECONCILIATIONS

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NON-GAAP FINANCIAL MEASURES Adjusted EBITDA and distributable cash flow are measures not defined by accounting principles generally accepted in the United States of America (“GAAP”). We define Adjusted EBITDA as earnings before interest expense, income taxes, depreciation and amortization, further adjusted to exclude certain non-cash items, such as non-cash compensation expense; transaction, transition, and integration costs associated with acquisitions; certain gains and losses on foreign currency transactions and foreign currency derivative financial instruments, as applicable; and certain other operating expense or income items, reflected in net income, that we do not believe are indicative of our core operating performance results and business outlook, such as hurricane-related costs, gains and losses on property damage recoveries, and gains and losses on asset sales. We define distributable cash flow as Adjusted EBITDA less cash interest expense, cash income tax expense, and maintenance capital expenditures, that are incurred to maintain the operating, safety, and/or earnings capacity of our existing assets, plus or minus realized gains or losses on certain foreign currency derivative financial instruments, as applicable. These definitions of Adjusted EBITDA and distributable cash flow are also applied to our proportionate share in the Adjusted EBITDA and distributable cash flow of significant equity method investments, such as that in VTTI, B.V. (“VTTI”), and are not applied to our less significant equity method investments. The calculation of our proportionate share of the reconciling items used to derive these VTTI performance metrics is based upon our 50% equity interest in VTTI, prior to adjustments related to noncontrolling interests in several of its subsidiaries and partnerships, which are immaterial. These adjustments include gains and losses on foreign currency derivative financial instruments used to hedge VTTI’s United States dollar denominated distributions which are excluded from Adjusted EBITDA and included in distributable cash flow when realized. Adjusted EBITDA and distributable cash flow are non-GAAP financial measures that are used by our senior management, including our Chief Executive Officer, to assess the operating performance of our business and optimize resource allocation. We use Adjusted EBITDA as a primary measure to: (i) evaluate our consolidated operating performance and the operating performance of our business segments; (ii) allocate resources and capital to business segments; (iii) evaluate the viability of proposed projects; and (iv) determine overall rates of return on alternative investment opportunities. We use distributable cash flow as a performance metric to compare cash-generating performance of Buckeye from period to period and to compare the cash-generating performance for specific periods to the cash distributions (if any) that are expected to be paid to our unitholders. Distributable cash flow is not intended to be a liquidity measure. Buckeye believes that investors benefit from having access to the same financial measures used by senior management and that these measures are useful to investors because they aid in comparing Buckeye’s operating performance with that of other companies with similar operations. The Adjusted EBITDA and distributable cash flow data presented by Buckeye may not be comparable to similarly titled measures at other companies because these items may be defined differently by other companies. Please see the attached reconciliations of each of Adjusted EBITDA and distributable cash flow to net income. © Copyright 2018 Buckeye Partners, L.P. 18

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NON-GAAP RECONCILIATIONS(1) In millions, except ratios 2013 2014 2015 2016 2017 Adjusted EBITDA (2)(3) : Domestic Pipelines & Terminals Global Marine Terminals Merchant Services Adjusted EBITDA Reconciliation of Net Income to Adjusted EBITDA and Distributable Cash Flow (2) : Net income(4) Less: Net income attributable to non-controlling interests Net income attributable to Buckeye Partners, L.P. Add: Interest and debt expense Income tax expense Depreciation and amortization Non-cash unit-based compensation expense Acquisition and transition expense Litigation contingency reserve Hurricane-related costs(5) Proportionate share of Adjusted EBITDA for the equity method investment in VTTI Less: Amortization of unfavorable storage contracts Gains on property damage recoveries Gain on sale of ammonia pipeline Earnings from the equity method investment in VTTI(6) Adjusted EBITDA Less: Interest and debt expense, excluding amortization of deferred financing costs, debt discounts and other Income tax (expense) benefit, excluding non-cash taxes Maintenance capital expenditures Proportionate share of VTTI’s interest expense, current income tax expense, realized foreign currency derivative gains and losses and maintenance capital expenditures Add: Hurricane-related maintenance capital expenditures Distributable cash flow Distributions for coverage ratio(7) Coverage Ratio Reconciliation of Debt to Adjusted EBITDA Ratio: Line of credit Long-term debt Total debt Adjusted EBITDA Debt to Adjusted EBITDA Ratio $486.5 149.7 12.6 $532.1 239.6 (8.1) $522.2 323.9 22.0 $568.4 427.2 32.4 $573.0 512.8 28.1 $648.8 $763.6 $868.1 $1,028.0 $1,113.9 $351.6 (4.2) $334.5 (1.9) $438.4 (0.3) $548.7 (13.1) $493.7 (14.9) 347.4 130.9 1.1 147.6 21.0 11.8 - - - (11.0) - - - 332.6 171.2 0.5 196.4 21.0 13.0 40.0 - - (11.1) - - - 438.1 171.3 0.9 221.3 29.3 3.1 15.2 - - (11.1) - - - 535.6 194.9 1.5 254.7 33.3 8.2 - 16.8 - (6.0) (5.7) (5.3) - 478.8 225.6 0.9 269.2 30.3 4.2 - 5.8 126.6 - (4.6) - (22.9) $648.8 $763.6 $868.1 $1,028.0 $1,113.9 (122.4) (0.7) (71.5) (156.7) (0.7) (79.4) (154.5) (1.6) (99.6) (178.1) 0.3 (129.7) (208.4) (0.3) (144.0) - - - - - - - 6.1 (43.9) 14.6 $454.2 $526.8 $612.4 $726.6 $731.9 $456.5 0.99x $549.5 0.96x $603.2 1.02x $664.2 1.09x $728.7 1.00x $226.0 3,075.2 $166.0 3,368.6 $111.5 3,732.8 - 4,217.7 252.2 4,658.3 $3,301.2 $3,534.6 $3,844.3 $4,217.7 $4,910.5 $648.8 5.09x $763.6 4.63x $868.1 4.43x $1,028.0 4.10x $1,113.9 4.41x (1) (2) Amounts may not recalculate due to rounding. 2013 and 2014 amounts exclude the Natural Gas Storage business, which was classified as Discontinued Operations during the fo urth quarter of 2013 and divested in the fourth quarter of 2014. Adjusted EBITDA by segment reflects adjustments to prior period information to conform to the current business segments as a result of changes to our operating structure in December 2013 and December 2015. Net income in 2013, 2014 and 2015 excludes losses from Discontinued Operations. Represents costs incurred at our BBH facility in the Bahamas, Yabucoa Terminal in Puerto Rico, Corpus Christi facilities in Texas, and certain terminals in Florida, as a result of Hurricanes Harvey, Irma and Maria, which occurred in August and September 2017, as well as Hurricane Matthew, which occurred in October 2016, consisting of operating expenses and write-offs of damaged long-lived assets. (6) The calculation of our proportionate share of the reconciling items used to derive these VTTI performance metrics is based upon our 50% equity interest in VTTI, prior to adjustments related to noncontrolling interests in several of its subsidiaries and partnerships, which are immaterial. Represents cash distributions declared for LP Units and for distribution equivalent rights with respect to certain unit-based compensation awards (“DERs”) outstanding as of each respective period. (3) (7) (4) (5) © Copyright 2018 Buckeye Partners, L.P. 19

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