Deal Description: IFM Investors and Buckeye Partners, L.P. (NYSE: BPL) today announced a definitive agreement ("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. The acquisition price represents a 27.5% premium to Buckeye’s closing unit price on May 9, 2019 and a 31.9% premium to Buckeye’s volume-weighted average unit price since November 1, 2018, which is the last trading day prior to Buckeye’s announcement of certain strategic actions. Buckeye’s Board of Directors unanimously approved the proposed transaction with IFM.
Buckeye owns and operates one of the largest diversified networks of integrated midstream assets, including 6,000 miles of pipeline with over 100 delivery locations and 115 liquid petroleum products terminals with aggregate tank capacity of over 118 million barrels. Its network of marine terminals is located primarily in the East Coast and Gulf Coast regions of the United States, as well as in the Caribbean.
IFM is a pioneer and leader in infrastructure investing on behalf of institutional investors globally, with a 23-year track record of success. IFM has $90 billion of assets under management, including $39.1 billion in infrastructure, which it manages on behalf of more than 370 institutional investors, and takes a long-term approach to investing, with no pre-determined time divestiture horizon. IFM targets core infrastructure in developed markets and currently has interests in 32 investments across North America, Australia and Europe, including several midstream assets.
Baker Botts L.L.P. and White & Case LLP acted as legal advisors to IFM. Evercore Group LLC acted as lead financial advisor to IFM, and Credit Suisse, Goldman, Sachs & Co, LLC and BofA Merrill Lynch acted as financial advisors to IFM.
Cravath, Swaine & Moore LLP acted as legal advisor to Buckeye, and Intrepid Partners, LLC and Wells Fargo Securities, LLC acted as financial advisors to Buckeye.
Baker Botts Lawyers/Office Involved:
- Global Projects: Ned Crady (Partner, Houston); Justin Clune (Associate, Houston); Marcella Lunn (Associate, Houston); Branden Lankford (Associate, Houston); Casey Polivka (Associate, Houston)
- Corporate: Natasha Khan (Partner, Houston); Hayley Hervieux (Associate, Houston)
- Energy Regulatory: Jay Ryan (Partner, Washington D.C.); Emil Barth (Special Counsel, Washington D.C.)
- Environmental: Scott Janoe (Partner, Houston); Laura Williams (Associate, Houston); Mark Hamlin (Associate, Houston)
- International Trade: Paul Luther (Partner, Washington, D.C.); Joyce Banks (Associate, Houston)
- Real Estate: Daniel Kruger (Senior Associate, Washington D.C.); Emily Quiros (Associate, Houston)
- Employee Benefits: Rob Fowler (Partner, Houston); Marian Fielding (Senior Associate, Dallas)
- Income Tax: Robert Phillpott (Partner, Houston); T. Chuck Campbell (Special Counsel, Houston)
- Litigation: Bill Kroger (Partner, Houston); Amy Heard (Associate, Houston); Cornelius Sweers (Associate, Houston)
- Finance: Lyman Paden (Special Counsel, Houston); David Nimmons (Associate, Houston)
- Intellectual Property: Paul Morico (Partner, Houston)
- Antitrust: Paul Cuomo (Partner, Washington D.C.); Nathan Chubb (Senior Associate, Washington D.C.)