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Filed Pursuant to Rule 433
Issuer Free Writing Prospectus dated January 4, 2011
Registration Statement No. 333-155522
PRICING TERM SHEET
4.875% Senior Unsecured Notes due February 1, 2021
     
Issuer:
   Buckeye Partners, L.P.
Trade Date:
   January 4, 2011
Expected Settlement Date:
   January 13, 2011 (T + 7)
Principal Amount:
   $650,000,000
Maturity Date:
   February 1, 2021
Coupon:
   4.875%
Interest Payment Dates:
   February 1 and August 1, commencing August 1, 2011
Price to Public:
   99.62% of principal amount
Net Proceeds:
   $643,305,000 after deducting the underwriting discount
Benchmark Treasury:
   2.625% due November 15, 2020
Benchmark Treasury Yield:
   3.323%
Spread to Benchmark Treasury:
   160 bps
Yield to Maturity:
   4.923%
Make-Whole Call:
   MW + 25 bps
Special Mandatory Redemption:
   If the issuer’s acquisition of an 80% interest in
 
   Bahamas Oil Refining Company International Limited is
 
   not consummated on or prior to 5:00 p.m., New York
 
   City time, on April 18, 2011, the issuer will be
 
   required to redeem all of the notes then outstanding
 
   at 101% of their aggregate principal amount, plus
 
   accrued and unpaid interest from the date of initial
 
   issuance to, but excluding, the date of redemption.
Optional Redemption:
   At any time on or after the date that is three months
 
   prior to their maturity date, the notes may be
 
   redeemed, in whole or from time to time in part, at
 
   the issuer’s option at par plus accrued and unpaid
 
   interest thereon to, but excluding, the date of
 
   redemption.
Revised and Completed Pro
   In the Pro forma row of the table on pages S-7 and
Forma and Pro Forma As
   S-13 of the preliminary prospectus supplement
Adjusted Ratio of Earnings
   relating to the offering of the notes, the ratio of
to Fixed Charges.
   earnings to fixed charges is 2.53 and 3.24 for the
 
   year ended December 31, 2009 and for the nine months
 
   ended September 30, 2010, respectively.
 
   In the Pro forma as adjusted row of the table on
 
   pages S-7 and S-13 of the preliminary prospectus
 
   supplement relating to the offering of the notes, the
 
   ratio of earnings to fixed charges is 2.05 and 2.82
 
   for the year ended December 31, 2009 and for the nine
 
   months ended September 30, 2010, respectively. In
 
   the last sentence of footnote (1) to such table, If
 
   Vopak were to exercise its tag right, and the issuer
 
   were to finance the incremental purchase price of the
 
   remaining 20% interest in FRBCH from Vopak with a
 
   combination of additional term debt (at an assumed
 
   interest rate equal to the interest rate on the
 
   notes) and LP units and Class B units issued to Vopak
 
   in an amount proportionate to the equity that will be
 
   issued to First Reserve, the issuer’s pro forma as
 
   adjusted ratio of earnings to fixed charges would be
 
   1.98 and 2.76 for the year ended December 31, 2009
 
   and for the nine months ended September 30, 2010,
 
   respectively.

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CUSIP:
   118230 AJ0
ISIN:
   US118230AJ01
Joint Book-Running Managers:
   Barclays Capital Inc.
 
   SunTrust Robinson Humphrey, Inc.
Co-Managers:
   BNP Paribas Securities Corp.
 
   Deutsche Bank Securities Inc.
 
   RBS Securities Inc.
 
   Wells Fargo Securities, LLC
The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling Barclays Capital Inc. toll-free at 1-888-603-5847 or SunTrust Robinson Humphrey, Inc. at 1-800-685-4786

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