SUBSEQUENT EVENTS

9 Months Ended

Sep. 30, 2013

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

15.  SUBSEQUENT EVENTS

Execution of Purchase and Sale Agreement to Acquire Hess Terminals

In October 2013, we signed a definitive agreement with Hess Corporation to acquire 20 liquid petroleum products terminals with total storage capacity of approximately 39 million barrels for $850 million (the “Hess Terminals Acquisition”).  The 19 domestic terminals are located primarily in major metropolitan locations along the U.S. East Coast and have approximately 29 million barrels of aggregate liquid petroleum products storage capacity, including approximately 15 million barrels of capacity strategically located in New York Harbor.  These terminals have access to products supplied by marine vessels and barges as wells as pipelines.  The terminal on St. Lucia in the Caribbean has approximately 10 million barrels of crude oil and refined petroleum products storage capacity and has deep-water access.  This acquisition, which is subject to regulatory approvals and customary closing conditions, is expected to close in the fourth quarter of 2013.

Equity Offering

In October 2013, we completed a public offering of 7.5 million LP Units pursuant to an effective shelf registration statement, which priced at $62.61 per unit.  The underwriters also exercised an option to purchase 1.1 million additional LP Units, resulting in total gross proceeds of approximately $540.0 million before deducting underwriting fees and estimated offering expenses of approximately $18.9 million.  We intend to use the net proceeds from this offering to fund indirectly a portion of the purchase price for the Hess Terminals Acquisition.  Pending such use, we used the net proceeds to reduce the indebtedness outstanding under our Credit Facility.