Issuer:

Buckeye Partners, L.P.

Ratings*:

Baa3 / BBB- / BBB-

Trade Date:

October 27, 2016

Settlement Date:

November 7, 2016 (T+7)

Principal Amount:

$600,000,000

Maturity Date:

December 1, 2026

Coupon:

3.950%

Interest Payment Dates:

Semi-annually each June 1 and December 1, commencing June 1, 2017

Price to Public:

99.644% of the principal amount

Benchmark Treasury:

1.500% due August 15, 2026

Benchmark Treasury Yield:

1.843%

Reoffer Spread to Benchmark

+ 215 bps

Yield to Maturity:

3.993%

Mandatory Redemption:

If the issuer’s acquisition contemplated by the issuer’s definitive agreement with VIP Terminals Finance B.V. is not consummated, or the definitive agreement is terminated, in each case, prior to July 1, 2017, the issuer will be required to redeem all of the Notes then outstanding at 101% of the principal amount of the Notes, plus accrued and unpaid interest to, but excluding, the date of redemption.

Optional Redemption:

At any time prior to the date that is three months prior to the maturity date of the Notes, the Notes may be redeemed, in whole or from time to time in part, at the issuer’s option at an amount equal to the greater of (1) 100% of the principal amount of the Notes to be redeemed and (2) the sum of the present values of the remaining scheduled payments of principal and interest on such Notes (exclusive of interest accrued but unpaid to, but excluding, the redemption date) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the adjusted treasury rate plus 35 basis points, plus accrued and unpaid interest, if any, on the principal amount being redeemed to, but excluding, such redemption date.
At any time on or after the date that is three months prior to the maturity date of the Notes, the Notes may be redeemed, in whole or from time to time in part, at the issuer’s option at a redemption price equal to 100% of the principal amount of the Notes to be redeemed on that redemption date plus accrued and unpaid interest on the Notes redeemed to, but excluding, the date of redemption.

CUSIP:

118230 AQ4

ISIN:

US118230AQ44

Joint Book-Running Managers:

Barclays Capital Inc.
J.P. Morgan Securities LLC

SunTrust Robinson Humphrey, Inc.
Wells Fargo Securities, LLC
BNP Paribas Securities Corp.
Deutsche Bank Securities Inc.
PNC Capital Markets LLC
SMBC Nikko Securities America, Inc.

Co-Managers:

BB&T Capital Markets, a division of BB&T Securities, LLC
Morgan Stanley & Co. LLC