Status:   Clearance

Acquirer: IFM Investors (Australia)

Acquired: Buckeye Partners, L.P. (US)

Value: US$6.5 billion

Industry: Oil & Gas

UPDATE: On October 3, 2019, Buckeye Partners L.P. announced it had “successfully received approval from [] the Committee on Foreign Investment in the United States . . . .” (Buckeye Partners L.P, Form 8-K, Oct. 3, 2019, SEC Filing.) The parties “announced the completion of the acquisition” on November 1, 2019. (Buckeye Partners L.P, Form 8-K, Ex-99.1, Nov. 11, 2023, SEC Filing.)

Posted on May 13, 2019

Status: Upcoming/New CFIUS Filing

On May 10, 2019, IFM Investors, an Australian institutional funds manager, and Buckeye Partners, L.P. (NYSE: BPL) announced an agreement under which the “IFM Global Infrastructure Fund will acquire all of the outstanding public common units of Buckeye for $41.50 per common unit.  The all-cash transaction is valued at $10.3 billion enterprise value and $6.5 billion equity value.”  (Press Release, Buckeye Partners, L.P., Form 8-K, Ex-99.1, May 10, 2019, SEC Filing.)  A merger agreement was executed on May 10, 2019, under which Buckeye Partners, L.P., will become a wholly owned subsidiary of Hercules Intermediate Holdings LLC, “a Delaware limited liability company and an affiliate of IFM Global Infrastructure Fund.”  (Buckeye Partners, L.P., Form 8-K, May 10, 2019, SEC Filing.)  “Hercules Intermediate Holdings LLC . . . was formed by a subsidiary of IFM Global Infrastructure Fund,” and “IFM Investors Pty Ltd . . . [is] the principal advisor to IFM [Global Infrastructure Fund].”  (Buckeye Partners, L.P., Schedule 14A, June 7, 2019, SEC Filing.)  “Buckeye owns and operates a diversified network of integrated assets providing midstream logistic solutions, primarily consisting of the transportation, storage, processing and marketing of liquid petroleum products.”  (Buckeye Partners, L.P., Schedule 14A, June 25, 2019, SEC Filing.)  it is “one of the largest independent liquid petroleum products pipeline operators in the United States in terms of volumes delivered, with approximately 6,000 miles of pipeline as of June 24, 2019.” (Id.)

Completion of the merger is subject to clearance by CFIUS.  (See Agreement and Plan of Merger, Section 6.01(b), Buckeye Partners, L.P., Form 8-K, Ex-2.1, May 10, 2019, SEC Filing.)   The parties were required to file a draft joint voluntary notice to CFIUS within 15 business days of signing the agreement (by June 6, 2019).  (See id., Section 5.03(c).)   “The Merger Agreement also provides that under specified circumstances in connection with a failure by Parent to consummate the Transactions, Parent will be required to pay the Partnership a reverse termination fee of $390 million.” (Buckeye Partners, L.P., Form 8-K, May 10, 2019, SEC Filing.)

Please contact us with any questions.