Buckeye announces requisite consents to implement proposed Notes amendments
Buckeye Partners LP has announced the receipt of Requisite Consents in Consent Solicitations from holders of the applicable Consenting Notes for the amendments to the indentures (the Consenting Indentures) governing each of Its 4.150 per cent Notes Due 2023, 4.350 per cent Notes Due 2024 and 5.600 per cent Notes Due 2044, 3.950 per cent Notes Due 2026, 4.125 per cent Notes Due 2027, and 5.850 per cent Notes Due 2043 and Extension of the Consent Solicitation for Its 6.750 per cent Notes Due 2033.
In addition, Buckeye announced it has extended the expiration date of its previously announced solicitation of consents (the 2033 Notes Consent Solicitation and, collectively with the Expired Consent Solicitations, the Consent Solicitations) from holders of its 6.750 per cent Notes due 2033 for the adoption of Proposed Amendments to the indenture governing the 2033 Notes.
The Consent Solicitations were made pursuant to a Consent Solicitation Statement, dated February 13, 2020, to seek consents from holders of Notes to substantially conform the reporting covenant in the applicable Indenture to the reporting covenant contained in the indenture governing Buckeye’s 4.125 per cent Senior Notes due 2025 and 4.500 per cent Senior Notes due 2028, which were issued on February 19, 2020.
Each of the Expired Consent Solicitations expired at 5pm (New York City time) on February 24, 2020. Buckeye has been advised that as of that Existing Expiration Time, it had received consents from holders of a majority of the aggregate principal amount of each applicable series of Consenting Notes.
Holders of Consenting Notes as of 5pm (New York City time), on February 12, 2020 will receive a cash payment equal to $2.50 per $1,000 principal amount of such Consenting Notes in respect of which consents to the Proposed Amendments have been validly delivered prior to the Existing Expiration Time and not validly revoked by such holder.
Pursuant to the Consent Solicitation Statement, the consummation of each Expired Consent Solicitation and the payment of the Consenting Notes Consent Fee is conditioned on the receipt of the 2033 Notes Requisite Consents, unless waived by Buckeye.
Withdrawal rights for each of the Expired Consent Solicitations expired at 5pm (New York City time), on February 24, 2020, and, accordingly, consents validly delivered may no longer be withdrawn except as required by law.
The 2033 Notes Consent Solicitation, which were previously scheduled to expire at 5pm (New York City time), on February 24, 2020, will now expire at 5pm (New York City time), on February 27, 2020, unless further extended. Except as provided herein, all other terms, provisions and conditions of the 2033 Notes Consent Solicitation remain unchanged. The terms of the 2033 Notes Consent Solicitation are detailed in the Consent Solicitation Statement. No consent fee will be paid to any holder of 2033 Notes for which the requisite consents have been obtained unless such holder delivers a consent in accordance with the terms of the Consent Solicitation Statement prior to the applicable Extended Expiration Time.
Holders of the 2033 Notes who have previously delivered consents do not need to redeliver such consents or take any other action in response to this extension. Other holders of the 2033 Notes may deliver their consents in accordance with the instructions provided in the Consent Solicitation Statement at or prior to the Extended Expiration Time. Withdrawal rights for the 2033 Notes Consent Solicitation expired at 5pm (New York City time), on February 24, 2020, and, accordingly, consents validly delivered may no longer be withdrawn except as required by law.
Prior to or at the Extended Expiration Time, provided that Buckeye has received consents from holders of a majority of the aggregate principal amount of 2033 Notes (not including any 2033 Notes held by Buckeye or any of its affiliates) (the “2033 Notes Requisite Consents”), Buckeye has said it intends to enter into a supplemental indenture to the Indentures to effect the Proposed Amendments with respect to the Notes.
Subject to applicable law, Buckeye reserves the right, in its sole discretion, to (i) extend, terminate or withdraw the 2033 Notes Consent Solicitation at any time with respect to the 2033 Notes Consent Solicitation, (ii) otherwise amend the 2033 Notes Consent Solicitation in any respect, including waiving any or all of the conditions to the 2033 Notes Consent Solicitation set forth in the Consent Solicitation Statement, at any time and from time to time or (iii) terminate the Expired Consent Solicitations if the 2033 Notes Requisite Consents are not obtained (in such event, the Consenting Notes Consent Fee will not be paid). Buckeye further reserves the right, in its sole discretion, not to accept any deliveries of consents with respect to the 2033 Notes.
Credit Suisse Securities (USA) LLC is acting as solicitation agent for the Consent Solicitations and can be contacted at its telephone numbers set forth on the back cover page of Consent Solicitation Statement with questions regarding the Consent Solicitations.
Neither the Consent Solicitations nor any related documents have been filed with the US Securities and Exchange Commission, nor have any such documents been filed with or reviewed by any federal or state securities commission or regulatory authority of any country. No authority has passed upon the accuracy or adequacy of the Consent Solicitation Statement or any related documents, and it is unlawful and may be a criminal offense to make any representation to the contrary.
For more information visit www.buckeye.com
27th February 2020
