DEFM14A

Agreement and Plan of Merger, dated as of May 10, 2019

Opinion of Wells Fargo Securities, LLC

DEFM14A 1 d727674ddefm14a.htm DEFM14A DEFM14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒ Filed by a party other than the Registrant ☐

Check the appropriate box:


☐		Preliminary Proxy Statement

☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒		Definitive Proxy Statement

☐		Definitive Additional Materials

☐		Soliciting Material Under Rule 14a-12

BUCKEYE PARTNERS, L.P.

(Name of Registrant as Specified In Its Charter)

Payment of Filing Fee (Check the appropriate box):



☐	No fee required

☐	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11

	(1)	Title of each class of securities to which transaction applies:
	(2)	Aggregate number of securities to which transaction applies:
	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

	(1)	Amount previously paid:
	(2)	Form, Schedule or Registration Statement No.:
	(3)	Filing party:
	(4)	Date Filed:

LOGO

To Our Limited Partners:

You are cordially invited to attend a special meeting of limited partners of Buckeye Partners, L.P., a Delaware limited partnership (the “Partnership”, “Buckeye”, “we”, “us” or “our”), to be held on July 31, 2019 at 10:00 a.m., local time, at the DoubleTree Hotel, 6 Greenway Plaza, Houston, Texas 77046.

On May 10, 2019, the Partnership entered into an Agreement and Plan of Merger (the “merger agreement”) with Hercules Intermediate Holdings LLC, a Delaware limited liability company (“Parent”), Hercules Merger Sub LLC, a Delaware limited liability company (“Merger Sub”) and a wholly owned subsidiary of Parent, Buckeye Pipe Line Services Company, a Pennsylvania corporation (“ServiceCo”), and Buckeye GP LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”), providing for, subject to the satisfaction (or waiver, if permissible under applicable law) of specified conditions, the acquisition of the Partnership by Parent at a price of $41.50 in cash for each of the Partnership’s issued and outstanding units representing limited partner interests in the Partnership (each, a “Partnership Unit”). Subject to the terms and conditions of the merger agreement, Merger Sub will be merged with and into the Partnership (the “merger”), with the Partnership surviving the merger as a wholly owned subsidiary of Parent. At the special meeting of limited partners, the holders of the Partnership Units will vote on the approval of the merger agreement and the transactions contemplated thereby.

If the merger is consummated, you will be entitled to receive $41.50 in cash, without interest and less any applicable withholding taxes, for each Partnership Unit you own at the effective time of the merger.

The proxy statement accompanying this letter provides you with more specific information concerning the special meeting of limited partners, the merger agreement, the merger and the other transactions contemplated by the merger agreement. We encourage you to carefully read the accompanying proxy statement and the copy of the merger agreement attached as Annex A thereto.

The Nominating and Corporate Governance Committee of the board of directors of the General Partner (the “Board”), after receiving advice from the Partnership’s management and outside financial and legal advisors, and after due and careful discussion and consideration, including of the terms and conditions of the merger agreement, the merger and the other transactions contemplated by the merger agreement, has unanimously (i) determined that the execution, delivery and performance by each of the Partnership and the General Partner of the merger agreement and the consummation by each of the Partnership and the General Partner of the transactions contemplated by the merger agreement are in the best interests of the Partnership, (ii) approved the merger agreement and the consummation by each of the Partnership and the General Partner of the transactions contemplated by the merger agreement, which approval constitutes “Special Approval” under the Amended and Restated Agreement of Limited Partnership of the Partnership dated as of November 19, 2010, as amended, and (iii) recommended that the Board approve the merger agreement and the consummation by each of the Partnership and the General Partner of the transactions contemplated thereby.

The Compensation Committee of the Board, after review and consideration of the compensation plans, arrangements and agreements between the Partnership or ServiceCo and each of the Partnership’s named executive officers (within the meaning of Item 402(a)(3) of Regulation S-K under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder) under which such named executive officers may receive compensation that may be paid or become payable in connection with, or following, the consummation of the merger, after receiving advice from the Partnership’s management and outside legal advisors with respect to such compensation plans, arrangements and agreements, and after due and careful discussion and consideration, has unanimously recommended to the Board that (i) the proxy statement include a submission to the limited partners of a non-binding, advisory proposal to approve the compensation that may be paid or may become payable to the Partnership’s named executive officers in connection with, or following, the consummation of the merger and (ii) the Board recommend to the limited partners that the limited partners approve, by a non-binding, advisory vote at a special meeting of limited partners, the compensation that may be paid or become payable to the Partnership’s named executive officers in connection with, or following, the consummation of the merger.

The Board, after receiving advice from the Partnership’s management and outside financial and legal advisors and the recommendations of the Nominating and Corporate Governance Committee of the Board and the Compensation Committee of the Board, and after due and careful discussion and consideration, including of the terms and conditions of the merger agreement, the merger and the other transactions contemplated by the merger agreement, and the compensation arrangements pursuant to which amounts may be paid or may become payable to the Partnership’s named executive officers in connection with, or following, the consummation of the merger has unanimously (i) determined that the merger agreement and the consummation of the transactions contemplated thereby are in the best interests of the Partnership; (ii) authorized and approved the execution, delivery and performance by each of the Partnership and the General Partner of the merger agreement and the consummation of the transactions contemplated thereby; (iii) approved the merger and the merger agreement; (iv) directed that the approval of the merger agreement and the transactions contemplated thereby be submitted to the limited partners at a special meeting of limited partners; (v) recommended that the limited partners vote their Partnership Units to approve the merger agreement and the transactions contemplated thereby at a special meeting of limited partners; and (vi) recommended that the limited partners vote their Partnership Units to approve, by a non-binding, advisory vote at a special meeting of limited partners, the compensation that may be paid or may become payable to the Partnership’s named executive officers in connection with, or following, the consummation of the merger. Accordingly, the Board recommends a vote “FOR” the proposal to approve the merger agreement and the transactions contemplated thereby and a vote “FOR” the nonbinding, advisory proposal to approve the compensation that may be paid or may become payable to the Partnership’s named executive officers in connection with, or following, the consummation of the merger.

Whether or not you plan to attend the special meeting of limited partners and regardless of the number of Partnership Units you own, your careful consideration of, and vote on, the merger agreement and the transactions contemplated thereby and the nonbinding compensation proposal is important and we encourage you to vote promptly. The merger cannot be consummated unless the merger agreement and the transactions contemplated thereby are approved by the affirmative vote of unitholders holding at least a majority of the Partnership Units entitled to vote thereon at the special meeting of limited partners. The failure to vote will have the same effect as a vote against the proposal to approve the merger agreement.

After reading the accompanying proxy statement, please cast your vote by following the internet or telephone voting instructions on the proxy card. If you have received this proxy statement by mail, you may also vote by completing, signing and dating the enclosed proxy card and returning it promptly in the accompanying envelope. If for any reason you desire to revoke your proxy, you may do so at any time before the vote is held at the special meeting of limited partners by following the procedures described in the accompanying proxy statement. If you hold Partnership Units through an account with a brokerage firm, bank, trust, custodian or other nominee, please follow the instructions you receive from them to vote your Partnership Units. If you have any questions or need assistance in voting your Partnership Units, please contact the firm assisting us with the solicitation of proxies, Innisfree M&A Incorporated, as follows:

Unitholders in the U.S. and Canada call toll-free: +1 (877) 456-3427

Unitholders in other locations dial direct: +1 (412) 232-3651

Banks and brokers call collect: +1 (212) 750-5833

We appreciate your investment in the Partnership.

Sincerely,

/S/ Clark C. Smith

Clark C. Smith

Chairman, President and

Chief Executive Officer of Buckeye GP LLC,

general partner of Buckeye Partners, L.P.

June 25, 2019

The merger has not been approved or disapproved by the Securities and Exchange Commission or any state securities commission. Neither the Securities and Exchange Commission nor any state securities commission has passed upon the merits or fairness of the merger or upon the adequacy or accuracy of the information contained in this letter or the accompanying proxy statement. Any representation to the contrary is a criminal offense.

The accompanying proxy statement is dated June 25, 2019 and is first being mailed to limited partners of the Partnership on or about June 25, 2019.

LOGO

Notice of Special Meeting of Limited Partners

July 31, 2019

10:00 a.m., Local Time

DoubleTree Hotel, 6 Greenway Plaza, Houston, Texas 77046

To the Unitholders of Buckeye Partners, L.P.:

The special meeting of limited partners of Buckeye Partners, L.P. (the “Partnership”, “Buckeye”, “we”, “us” or “our”) will be held at the DoubleTree Hotel, 6 Greenway Plaza, Houston, Texas 77046, on July 31, 2019 at 10:00 a.m., local time to consider the following matters:


Items of Business:		1. To consider and vote on a proposal to approve (i) the Agreement and Plan of Merger, dated as of May 10, 2019 (the “merger agreement”), by and among Buckeye Partners, L.P., a Delaware limited partnership, Hercules Intermediate Holdings LLC, a Delaware limited liability company (“Parent”), Hercules Merger Sub LLC, a Delaware limited liability company (“Merger Sub”) and a wholly owned subsidiary of Parent, Buckeye Pipe Line Services Company, a Pennsylvania corporation (“ServiceCo”), and Buckeye GP LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”), providing for the merger of Merger Sub with and into the Partnership (the “merger”), with the Partnership surviving the merger as a wholly owned subsidiary of Parent, and (ii) the transactions contemplated by the merger agreement. 2. To consider and vote on a nonbinding, advisory proposal to approve the compensation that may be paid or may become payable to the Partnership’s named executive officers in connection with, or following, the consummation of the merger (this nonbinding, advisory proposal, which we refer to as the “nonbinding compensation proposal”, relates only to contractual obligations of the Partnership in existence prior to consummation of the merger that may result in payments to the Partnership’s named executive officers in connection with, or following, the consummation of the merger and does not relate to any new compensation or other arrangements between the Partnership’s named executive officers and Parent or, following the merger, the surviving entity and its subsidiaries).

Record Date:		Only holders of record of Partnership Units at the close of business on June 24, 2019, the record date for the special meeting of limited partners, or their legal proxy holders are entitled to attend or vote at the special meeting of limited partners or any adjournments or postponements thereof, unless any such adjournment or postponement is for more than 60 days, in which event the General Partner is required to set a new record date.

General:		For more information concerning the special meeting of limited partners, the merger agreement, the merger and the other transactions contemplated thereby, please review the accompanying proxy statement and the copy of the merger agreement attached as Annex A thereto. Appraisal rights are not available in connection with the merger under the Delaware Revised Uniform Limited Partnership Act, the merger agreement or the Amended and Restated Agreement of Limited Partnership of the Partnership dated as of November 19, 2010, as amended (the “Limited Partnership Agreement”).

The Nominating and Corporate Governance Committee of the board of directors of the General Partner (the “Board”), after receiving advice from the Partnership’s management and outside financial and legal advisors, and after due and careful discussion and consideration, including of the terms and conditions of the merger agreement, the merger and the other transactions contemplated by the merger agreement, has unanimously (i) determined that the execution, delivery and performance by each of the Partnership and the General Partner of the merger agreement and the consummation by each of the Partnership and the General Partner of the transactions contemplated by the merger agreement are in the best interests of the Partnership, (ii) approved the merger agreement and the consummation by each of the Partnership and the General Partner of the transactions contemplated by the merger agreement, which approval constitutes “Special Approval” under the Limited Partnership Agreement, and (iii) recommended that the Board approve the merger agreement and the consummation by each of the Partnership and the General Partner of the transactions contemplated thereby.

The Compensation Committee of the Board, after review and consideration of the compensation plans, arrangements and agreements between the Partnership or ServiceCo and each of the Partnership’s named executive officers (within the meaning of Item 402(a)(3) of Regulation S-K under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder) under which such named executive officers may receive compensation that may be paid or become payable in connection with, or following, the consummation of the merger, after receiving advice from the Partnership’s management and outside legal advisors with respect to such compensation plans, arrangements and agreements, and after due and careful discussion and consideration, has unanimously recommended to the Board that (i) the proxy statement include a submission to the limited partners of a non-binding, advisory proposal to approve the compensation that may be paid or may become payable to the Partnership’s named executive officers in connection with, or following, the consummation of the merger and (ii) the Board recommend to the limited partners that the limited partners approve, by a non-binding, advisory vote at a special meeting of the limited partners, the compensation that may be paid or become payable to the Partnership’s named executive officers in connection with, or following, the consummation of the merger.

limited partners, the compensation that may be paid or may become payable to the Partnership’s named executive officers in connection with, or following, the consummation of the merger.

Accordingly, the Board recommends a vote “FOR” the proposal to approve the merger agreement and the transactions contemplated thereby and “FOR” the nonbinding compensation proposal.

Regardless of whether you plan to personally attend the meeting, please cast your vote by following the internet or telephone voting instructions on the proxy card. If you have received this proxy statement by mail, you may also vote by completing, signing and dating the enclosed proxy card and returning it promptly in the accompanying envelope. If for any reason you desire to revoke your proxy, you may do so at any time before the vote is held at the special meeting of limited partners by following the procedures described in the accompanying proxy statement. If you attend the special meeting, you may choose to vote in person even if you have previously sent in your proxy card. If you hold Partnership Units through an account with a brokerage firm, bank, trust, custodian or other nominee, please follow the instructions you receive from them to vote your Partnership Units.

By Order of the Board of Directors of Buckeye GP LLC, as general partner of Buckeye Partners, L.P.

Houston, Texas

Dated: June 25, 2019

/S/ Todd J. Russo

Todd J. Russo

Senior Vice President, General Counsel and Secretary

TABLE OF CONTENTS


	Page
SUMMARY TERM SHEET		1

QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING OF LIMITED PARTNERS AND THE MERGER		15

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		23

THE PARTIES TO THE MERGER		25

THE SPECIAL MEETING OF LIMITED PARTNERS		27

Date, Time and Place		27

Purpose of the Special Meeting of Limited Partners		27

Recommendation of the Board		27

Record Date and Unitholders Entitled to Vote		28

Quorum		28

Vote Required		29

Voting Procedures		29

How Proxies Are Voted		30

Revocation of Proxies		30

Voting in Person		31

Solicitation of Proxies		31

Adjournments and Postponements		31

Voting by the Partnership’s Directors, Executive Officers and Principal Unitholders		32

Assistance		32

List of Unitholders		32

PROPOSAL 1: APPROVAL OF THE MERGER AGREEMENT		33

PROPOSAL 2: ADVISORY, NON-BINDING VOTE ON MERGER-RELATED EXECUTIVE COMPENSATION ARRANGEMENTS		34

THE MERGER		35

Overview		35

Background of the Merger		35

Recommendation of the Board		51

Reasons for the Merger		52

Opinion of the Partnership’s Financial Advisor		57

Other Matters		63

Financial Forecasts		63

Certain Effects of the Merger		68

Effects on the Partnership if the Merger Is Not Consummated		69

Financing of the Merger		69

Limited Guarantee		72

No Appraisal Rights		73

Litigation Related to the Merger		73

Interests of the Partnership’s Directors and Executive Officers in the Merger		74


	Page
Material U.S. Federal Income Tax Consequences of the Merger		80

Distributions		82

Regulatory Approvals Required for the Merger		82

Delisting and Deregistration of the Partnership Units		83

THE MERGER AGREEMENT		84

The Merger		84

Closing and Effective Time of the Merger		85

Marketing Period		85

Consideration to be Received in the Merger		86

Cancellation of Certain Units		86

General Partner Interest		86

ServiceCo Matters		86

Treatment of Equity and Equity-Based Awards		87

Payment for Units		88

Representations and Warranties		89

Covenants Regarding Conduct of Business by the Partnership Pending the Effective Time		92

No Solicitation; Board Recommendation		96

Reasonable Best Efforts and Certain Pre-Closing Obligations		100

Access to Information; Confidentiality		102

Meeting of Our Limited Partners		102

Indemnification		102

Employee Matters		103

Additional Agreements		104

Conditions of the Merger		105

Termination		106

Termination Fee		107

Effect of Termination		109

Amendment; Extension; Waiver		109

Governing Law		109

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		110

MARKET PRICE AND DIVIDEND INFORMATION		112

ADJOURNMENT		113

HOUSEHOLDING		114

UNITHOLDER PROPOSALS		115

WHERE YOU CAN FIND ADDITIONAL INFORMATION ABOUT US		116

BUCKEYE PARTNERS, L.P.

One Greenway Plaza, Suite 600

Houston, Texas 77046

SPECIAL MEETING OF LIMITED PARTNERS

TO BE HELD ON July 31, 2019

PROXY STATEMENT

This proxy statement contains information relating to a special meeting of limited partners of Buckeye Partners, L.P., a Delaware limited partnership, which we refer to as the “Partnership”, “Buckeye”, “we”, “us” or “our”. The special meeting will be held on July 31, 2019 at 10:00 a.m., local time, at the DoubleTree Hotel, 6 Greenway Plaza, Houston, Texas 77046. We are furnishing this proxy statement to holders of the Partnership’s issued and outstanding units representing limited partner interests, which we refer to as the “Partnership Units”, as part of the solicitation of proxies by the board of directors of Buckeye GP LLC, our “General Partner”, which we refer to as the “Board”, for use at the special meeting and at any adjournments or postponements thereof. This proxy statement is dated June 25, 2019 and is first being mailed to holders of Partnership Units on or about June 25, 2019.

SUMMARY TERM SHEET

This summary term sheet highlights selected information in this proxy statement and may not contain all of the information about the merger agreement, the merger (each, as defined below) or the other transactions contemplated by the merger agreement that is important to you. We have included page references in parentheses to direct you to more complete descriptions of the topics presented in this summary term sheet. You should carefully read this proxy statement in its entirety, including the annexes hereto and the other documents to which we have referred you, for a more complete understanding of the matters being considered at the special meeting of limited partners. You may obtain, without charge, copies of documents incorporated by reference into this proxy statement by following the instructions under the section of this proxy statement entitled “Where You Can Find Additional Information About Us” beginning on page 116.

The Parties

(page 25)

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. We are 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. We also use our service expertise to operate and/or maintain third-party pipelines and terminals and perform certain engineering and construction services for our customers. As of June 24, 2019, our terminal network comprises more than 115 liquid petroleum products terminals with aggregate tank capacity of over 118 million barrels across our portfolio of pipelines, inland terminals and marine terminals located primarily in the East Coast, Midwest and Gulf Coast regions of the United States as well as in the Caribbean. Our network of marine terminals enables us to facilitate global flows of crude oil and refined petroleum products, offering our customers connectivity between supply areas and market centers through some of the world’s most important bulk storage and blending hubs. Our flagship marine terminal in The Bahamas, Buckeye Bahamas Hub Limited, is one of the largest marine crude oil and refined petroleum products storage facilities in the world and provides an array of logistics and blending services for the global flow of petroleum products. Our Gulf Coast regional hub, Buckeye Texas Partners LLC, offers world-class marine terminaling, storage and processing capabilities. We are also a wholesale distributor of

refined petroleum products in certain areas served by our pipelines and terminals. We are a publicly traded Delaware master limited partnership, and our Partnership Units are listed on the New York Stock Exchange (“NYSE”) under the ticker symbol “BPL”. Our principal executive office is located at One Greenway Plaza, Suite 600, Houston, Texas 77046, and our telephone number is +1 (832) 615-8600.

Buckeye GP LLC is a Delaware limited liability company and our general partner and is party to the merger agreement to comply with its obligations thereunder. We are a limited partnership, and we do not have our own board of directors. We are managed and operated by the officers of, and are subject to the oversight of the board of directors of, the General Partner. For purposes of this proxy statement, we refer to the General Partner’s officers and board of directors as our officers and directors, respectively. The General Partner’s principal executive office is located at One Greenway Plaza, Suite 600, Houston, Texas 77046, and its telephone number is +1 (832) 615-8600.

Buckeye Pipe Line Services Company, which we refer to as “ServiceCo”, is a Pennsylvania corporation which employs the employees that provide services to the majority of our operating subsidiaries and which is party to the merger agreement to comply with its obligations thereunder. ServiceCo is a limited partner of the Partnership and members of our Board and certain of our executive officers serve on ServiceCo’s Board of Directors (the “ServiceCo Board”). The ServiceCo Board appoints the members of the committee that supervises the administration of the Buckeye Pipe Line Services Company Employee Stock Ownership Plan, as amended and restated (the “ESOP”), in accordance with the terms of the ESOP (the “ServiceCo Committee”). Our ESOP owns all of the outstanding shares of common stock of ServiceCo. ServiceCo’s principal executive office is located at One Greenway Plaza, Suite 600, Houston, Texas 77046, and its telephone number is +1 (832) 615-8600.

Hercules Intermediate Holdings LLC, which we refer to as “Parent”, is a Delaware limited liability company that was formed by a subsidiary of IFM Global Infrastructure Fund (“IFM GIF” or the “Fund”) for the purpose of consummating the merger. IFM Investors Pty Ltd (“IFM Investors”), the principal advisor to IFM GIF, is a pioneer and leader in infrastructure investing on behalf of institutional investors globally. As of March 31, 2019, IFM Investors has approximately $90 billion of funds under management, including approximately $39.1 billion in infrastructure assets. Parent’s principal executive office is located at c/o IFM Investors (US) LLC, 114 West 47th Street, 19th Floor, New York, New York 10036, and its telephone number is +1 (212) 784-2260.

Hercules Merger Sub LLC, which we refer to as “Merger Sub”, is a Delaware limited liability company and a wholly owned subsidiary of Parent that was formed by Parent for the purpose of consummating the merger. Upon the consummation of the merger, Merger Sub will cease to exist. Merger Sub’s principal executive office is located at c/o IFM Investors (US) LLC, 114 West 47th Street, 19th Floor, New York, New York 10036, and its telephone number is +1 (212) 784-2260.

The Merger

(page 35)

The Partnership, the General Partner, ServiceCo, Parent and Merger Sub entered into an Agreement and Plan of Merger, which we refer to as the “merger agreement”, on May 10, 2019. A copy of the merger agreement is included as Annex A to this proxy statement. Under the terms of the merger agreement, subject to the satisfaction (or waiver, if permissible under applicable law) of specified conditions, Merger Sub will be merged with and into the Partnership, which we refer to as the “merger”. The Partnership will survive the merger as a wholly owned subsidiary of Parent (the “surviving entity”).

Upon the consummation of the merger, each of the Partnership Units issued and outstanding immediately prior to the effective time (defined below under the section entitled “The Merger Agreement—Closing and Effective Time of the Merger”) of the merger, other than Partnership Units owned immediately prior to the effective time of the merger by the Partnership, Parent or any of its subsidiaries or, under certain circumstances set forth in the merger agreement, by ServiceCo, will be converted into the right to receive $41.50 in cash (the

“merger consideration”), without interest and less any applicable withholding taxes. Unitholders will continue to be entitled to receive regular quarterly cash distributions declared by the Board that are paid on a date prior to the consummation of the merger but will not be entitled to receive any distributions that would have been paid on a date after the consummation of the merger.

The Special Meeting of Limited Partners

(page 27)

The special meeting of limited partners will be held on July 31, 2019, at 10:00 a.m., local time. At the special meeting, our limited partners will be asked to, among other things, vote for the approval of the merger agreement and the transactions contemplated thereby. Please see the section of this proxy statement entitled “The Special Meeting of Limited Partners” for additional information on the special meeting of limited partners, including how to vote your Partnership Units.

Holders of Partnership Units Entitled to Vote; Vote Required to Approve the Merger Agreement

(page 28)

Only holders of record of Partnership Units at the close of business on June 24, 2019, the record date for the special meeting of limited partners, or their legal proxy holders are entitled to attend or vote at the special meeting of limited partners or any adjournments or postponements thereof, unless any such adjournment or postponement is for more than 60 days, in which event the General Partner is required to set a new record date. As of the close of business on the record date, there were 153,920,704 Partnership Units outstanding and entitled to vote. You may cast one vote for each Partnership Unit that you held on the record date. The approval of the merger agreement and the transactions contemplated thereby by holders of Partnership Units requires the affirmative vote of unitholders holding at least a majority of the outstanding Partnership Units entitled to vote thereon at the special meeting of limited partners.

Background of the Merger

(page 35)

A description of the process we undertook that led to the proposed merger, including our discussions with IFM Investors, is included in this proxy statement under the section entitled “The Merger—Background of the Merger” beginning on page 35.

Reasons for the Merger; Recommendation of the Board

(page 51)

The Nominating and Corporate Governance Committee of the Board (the “Nominating and Corporate Governance Committee”), after receiving advice from the Partnership’s management and outside financial and legal advisors, and after due and careful discussion and consideration, including of the terms and conditions of the merger agreement, the merger and the other transactions contemplated by the merger agreement, has unanimously (i) determined that the execution, delivery and performance by each of the Partnership and the General Partner of the merger agreement and the consummation by each of the Partnership and the General Partner of the transactions contemplated by the merger agreement are in the best interests of the Partnership, (ii) approved the merger agreement and the consummation by each of the Partnership and the General Partner of the transactions contemplated by the merger agreement, which approval constitutes “Special Approval” under the Amended and Restated Agreement of Limited Partnership of the Partnership dated as of November 19, 2010, as amended (the “Limited Partnership Agreement”), and (iii) recommended that the Board approve the merger agreement and the consummation by each of the Partnership and the General Partner of the transactions contemplated thereby.

The Compensation Committee of the Board (the “Compensation Committee”), after review and consideration of the compensation plans, arrangements and agreements between the Partnership or ServiceCo

and each of the Partnership’s named executive officers (within the meaning of Item 402(a)(3) of Regulation S-K under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”)) under which such named executive officers may receive compensation that may be paid or become payable in connection with, or following, the consummation of the merger, after receiving advice from the Partnership’s management and outside legal advisors with respect to such compensation plans, arrangements and agreements, and after due and careful discussion and consideration, has unanimously recommended to the Board that (i) the proxy statement include a submission to the limited partners of a non-binding, advisory proposal to approve the compensation that may be paid or may become payable to the Partnership’s named executive officers in connection with, or following, the consummation of the merger and (ii) the Board recommend to the limited partners that the limited partners approve, by a non-binding, advisory vote at a special meeting of limited partners, the compensation that may be paid or become payable to the Partnership’s named executive officers in connection with, or following, the consummation of the merger.

The Board, after receiving advice from the Partnership’s management and outside financial and legal advisors and the recommendations of the Nominating and Corporate Governance Committee and the Compensation Committee, and after due and careful discussion and consideration, including of the terms and conditions of the merger agreement, the merger and the other transactions contemplated by the merger agreement, and the compensation arrangements pursuant to which amounts may be paid or may become payable to the Partnership’s named executive officers in connection with, or following, the consummation of the merger has unanimously (i) determined that the merger agreement and the consummation of the transactions contemplated thereby are in the best interests of the Partnership; (ii) authorized and approved the execution, delivery and performance by each of the Partnership and the General Partner of the merger agreement and the consummation of the transactions contemplated thereby; (iii) approved the merger and the merger agreement; (iv) directed that the approval of the merger agreement and the transactions contemplated thereby be submitted to the limited partners at a special meeting of limited partners; (v) recommended that the limited partners vote their Partnership Units to approve the merger agreement and the transactions contemplated thereby at a special meeting of limited partners; and (vi) recommended that the limited partners vote their Partnership Units to approve, by a non-binding, advisory vote at a special meeting of limited partners, the compensation that may be paid or may become payable to the Partnership’s named executive officers in connection with, or following, the consummation of the merger. Accordingly, the Board recommends a vote “FOR” the proposal to approve the merger agreement and the transactions contemplated thereby. The Board also recommends a vote “FOR” the nonbinding compensation proposal (each, as described below under the section entitled “Questions and Answers about the Special Meeting of Limited Partners and the Merger—What proposals will be considered at the special meeting of limited partners?” beginning on page 16).

For a discussion of the material factors that the Board considered in determining to recommend the approval of the merger agreement and the transactions contemplated thereby, please see the section entitled “The Merger—Reasons for the Merger” beginning on page 52.

Opinion of the Partnership’s Financial Advisor

(page 57)

The Partnership retained Wells Fargo Securities, LLC (“Wells Fargo Securities”), pursuant to an engagement letter, dated as of July 3, 2018, among the Partnership, the General Partner, in its capacity as general partner of the Partnership, and Wells Fargo Securities (the “Engagement Letter”) as a financial advisor to the Board in connection with a review of potential strategic options, including the proposed merger. At the meeting of the Board on May 10, 2019, pursuant to the terms of the Engagement Letter, Wells Fargo Securities rendered its oral opinion to the Board and the Nominating and Corporate Governance Committee that, as of such date and based upon and subject to the assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken by Wells Fargo Securities in preparing its opinion, the merger consideration in the proposed merger pursuant to the merger agreement was fair, from a financial point of view, to the holders of Partnership Units, other than the excluded units (as defined below). Wells Fargo Securities

subsequently confirmed this oral opinion by delivering its written opinion to the Board and the Nominating and Corporate Governance Committee, dated as of May 10, 2019. For purposes of Wells Fargo Securities’ opinion, the term “excluded units” means any Partnership Units owned by the Partnership, Parent and its affiliates or, under certain circumstances set forth in the merger agreement, by ServiceCo.

The full text of the written opinion of Wells Fargo Securities, dated as of May 10, 2019, which sets forth the assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken by Wells Fargo Securities in preparing its opinion, is attached as Annex B to this proxy statement and is incorporated herein by reference. The limited partners are urged to read the opinion in its entirety. Wells Fargo Securities’ written opinion was addressed to the Board and the Nominating and Corporate Governance Committee (in each case, in its capacity as such) in connection with and for the purposes of their evaluation of the proposed merger, was directed only to the fairness, from a financial point of view, to the holders of Partnership Units, other than the excluded units, of the merger consideration in the proposed merger pursuant to the merger agreement and did not address any other aspect of the proposed merger. The opinion does not constitute a recommendation to any holder of Partnership Units as to how such unitholder should vote with respect to the proposed merger or any other matter. For a description of the opinion that the Board and the Nominating and Corporate Governance Committee received from Wells Fargo Securities, see the section entitled “The Merger—Opinion of the Partnership’s Financial Advisor” beginning on page 57 of this proxy statement and Annex B to this proxy statement.

Certain Effects of the Merger

(page 68)

Upon the consummation of the merger, Merger Sub will be merged with and into the Partnership, and the Partnership will continue to exist following the merger as a wholly owned subsidiary of Parent.

Following the consummation of the merger, the Partnership Units will no longer be traded on the NYSE or any other public market, and the registration of the Partnership Units under the Exchange Act, will be terminated and the Partnership will no longer file periodic reports with the U.S. Securities and Exchange Commission (the “SEC”). However, we will continue to make filings with the SEC to the extent such filings are required pursuant to the terms of our registered debt securities and continue to be accepted by the SEC’s EDGAR system.

Effects on the Partnership if the Merger Is Not Completed

(page 69)

In the event that the proposal to approve the merger agreement and the transactions contemplated thereby does not receive the required approval from the holders of Partnership Units, or if the merger is not completed for any other reason, the holders of Partnership Units will not receive any payment for their Partnership Units in connection with the merger. Instead, the Partnership will remain an independent public company and unitholders will continue to own their Partnership Units. Under certain circumstances, if the merger agreement is terminated, the Partnership may be obligated to pay to Parent a termination fee. Please see the section entitled “The Merger Agreement—Termination Fee” beginning on page 107.

Treatment of Equity and Equity-Based Awards

(page 87)

At the effective time of the merger, subject to all required withholding taxes:

•

each outstanding award of notional Partnership Units, which we refer to as “Partnership Phantom Units”, other than awards of Post-Signing Partnership Phantom Units (as defined below), will be canceled and converted into the right to receive an amount in cash equal to the sum of (A) (x) the

merger consideration multiplied by (y) the number of Partnership Units subject to such award of Partnership Phantom Units, plus (B) the amount of any accumulated and unpaid distribution equivalents in respect of such award of Partnership Phantom Units (the sum of such amounts, the “Partnership Phantom Unit Payment Amount”);

•

each outstanding award of Partnership Phantom Units granted by the Partnership after entering into the merger agreement, which we refer to as “Post-Signing Partnership Phantom Units”, will be canceled and converted into the right to receive an amount in cash equal to the Partnership Phantom Unit Payment Amount with respect thereto, pro-rated based on the number of days in the applicable vesting period of such award of Post-Signing Partnership Phantom Units that elapses prior to the effective time (the “Pro-Rated Partnership Phantom Unit Payment Amount”) and the remainder of such award will be forfeited for no payment. However, the amount paid upon settlement of Post-Signing Partnership Phantom Units granted as part of the Partnership’s regular annual equity grants made after the date of the merger agreement, which we refer to as “On-Cycle Partnership Phantom Unit Awards”, will equal the lesser of (1) the applicable Pro-Rated Partnership Phantom Unit Payment Amount multiplied by two and (2) the applicable Partnership Phantom Unit Payment Amount;

•

each outstanding award of deferred Partnership Units that is payable in cash and held by a non-employee director of the Partnership, which we refer to as “Partnership Director Deferred Units”, will be canceled and converted into the right to receive an amount in cash equal to the sum of (A) (x) the merger consideration multiplied by (y) the number of Partnership Units that are subject to such award of Partnership Director Deferred Units, plus (B) the amount of any accumulated and unpaid distribution equivalents with respect to such award of Partnership Director Deferred Units;

•

each outstanding award of deferred Partnership Units held by a person other than a non-employee director (including each matching unit), which we refer to as “Partnership Deferral Units”, will be canceled and converted into the right to receive an amount in cash equal to the sum of (A) (x) the merger consideration multiplied by (y) the number of Partnership Units that are subject to such award of Partnership Deferral Units, plus (B) the amount of any accumulated and unpaid distribution equivalents with respect to such award of Partnership Deferral Units;

•

each outstanding award of notional Partnership Units subject to performance-based vesting conditions, which we refer to as “Partnership Performance Units”, other than awards of Post-Signing Partnership Performance Units (as defined below), will be canceled and converted into the right to receive an amount in cash equal to the sum of (A) (x) the merger consideration multiplied by (y) the number of Partnership Units underlying such award of Partnership Performance Units, based on applicable performance goals being attained at target level (resulting in a payout performance multiplier of 100%), plus (B) the amount of any accumulated and unpaid dividend equivalents with respect to such award of Partnership Performance Units, based on applicable performance goals being attained at target level (resulting in a payout performance multiplier of 100%) (the “Partnership Performance Unit Payment Amount”); and

•

each outstanding award of Partnership Performance Units granted by the Partnership after entering into the merger agreement, which we refer to as “Post-Signing Partnership Performance Units”, will be canceled and converted into the right to receive an amount in cash equal to the Partnership Performance Unit Payment Amount with respect thereto, pro-rated based on the number of days in the applicable vesting period of such award of Post-Signing Partnership Performance Units that elapses prior to the effective time (the “Pro-Rated Partnership Performance Unit Payment Amount”) and the remainder of such awards will be forfeited for no payment. However, the amount paid upon settlement of Post-Signing Partnership Performance Units granted as part of the Partnership’s regular annual equity grants made after the date of the merger agreement, which we refer to as “On-Cycle Partnership Performance Unit Awards”, will equal the lesser of (1) the applicable Pro-Rated Partnership Performance Unit Payment Amount multiplied by two and (2) the applicable Partnership Performance Unit Payment Amount.

Interests of the Partnership’s Directors and Executive Officers in the Merger

(page 74)

The Partnership’s directors and executive officers have financial interests in the merger that may be different from, or in addition to, the interests of the limited partners generally. The members of the Board were aware of and considered these interests in reaching the determination to approve the merger agreement and the transactions contemplated thereby and recommend that the Partnership’s limited partners vote their Partnership Units to approve the merger agreement and the transactions contemplated thereby. These interests may include the following:

•

each outstanding award of Partnership Phantom Units (including Post-Signing Partnership Phantom Units), Partnership Director Deferred Units, Partnership Deferral Units and Partnership Performance Units (including Post-Signing Partnership Performance Units) will be canceled and converted into the right to receive cash at the effective time of the merger (as described below in “The Merger Agreement—Treatment of Equity and Equity-Based Awards”);

•

each of the Partnership’s executive officers has entered into an individual severance agreement with the Partnership that provides severance and other benefits in the case of a “qualifying termination” of employment prior to, on or following a change of control transaction such as the completion of the merger (as described below in “The Merger—Interests of the Partnership’s Directors and Executive Officers in the Merger—Severance Entitlements”);

•

each of the Partnership’s non-employee directors is eligible to participate in a Deferred Compensation Plan under which a director’s account balances will be distributed upon the occurrence of a change in control transaction such as the completion of the merger (as described below in “The Merger—Interests of the Partnership’s Directors and Executive Officers in the Merger—Non-Employee Director Deferred Compensation Plan”); and

•

the Partnership’s directors and executive officers are entitled to continued indemnification and insurance coverage under the merger agreement.

Please see the section entitled “The Merger—Interests of the Partnership’s Directors and Executive Officers in the Merger” beginning on page 74 of this proxy statement for additional information about these financial interests.

Ownership of Partnership Units by Directors and Executive Officers

(page 110)

As of June 24, 2019, the directors and executive officers of the Partnership beneficially owned in the aggregate 826,547 Partnership Units, or approximately 0.5% of the outstanding Partnership Units. We currently expect that each of these individuals will vote all of his or her Partnership Units in favor of each of the proposals to be presented at the special meeting of limited partners.

Financing of the Merger

(page 69)

Merger Sub has obtained debt financing commitments from Credit Suisse Loan Funding LLC, Credit Suisse AG, Cayman Islands Branch, Goldman Sachs Bank USA, Bank of America, N.A., BofA Securities, Inc., Canadian Imperial Bank of Commerce, New York Branch, MUFG Bank, Ltd., National Australia Bank Limited, SunTrust Bank, SunTrust Robinson Humphrey, Inc., The Toronto-Dominion Bank, New York Branch, and TD Securities (USA) LLC (the “Debt Commitment Parties”) for loans in an aggregate principal amount of up to $2,850 million, consisting of a $2,250 million senior secured term loan facility and a $600 million senior secured revolving facility (see the section entitled “Debt Financing” for further information). In addition, Parent has obtained an equity financing commitment from Conyers Trust Company (Cayman) Limited (the “IFM Fund Trustee”), as trustee for the Fund, for an aggregate amount of $4,255 million in cash (see the section entitled

“Equity Financing” for further information). The aggregate proceeds of the equity financing and the senior secured term loan facility will be used to fund the merger consideration and certain related fees and expenses and to refinance certain existing indebtedness of the Partnership, and a certain portion of the senior secured term loan facility may also be used as additional cash on the balance sheet and for general corporate purposes of the Partnership. The proceeds of the senior secured revolving facility will be used for ongoing working capital and general corporate purposes of the Partnership, and a certain portion of the proceeds of the senior secured revolving facility may also be used to fund a portion of the merger consideration and certain related fees and expenses and to refinance certain existing indebtedness of the Partnership. The merger agreement requires Parent to use its reasonable best efforts to obtain the financing on the terms and conditions described in the financing commitments and for the Partnership to use its reasonable best efforts to cooperate with and assist Parent in connection with the above financing.

The merger agreement does not contain any financing-related closing condition (although the funding of the debt and equity financing is subject to the satisfaction of the conditions set forth in the debt and equity financing letters pursuant to which each of the debt financing and the equity financing will be provided). Parent has represented that the proceeds from the debt and equity financing letters will be sufficient to pay the aggregate merger consideration and any other amounts required to be paid by Parent or Merger Sub in connection with the consummation of the transactions contemplated by the merger agreement.

Limited Guarantee

(page 72)

The IFM Fund Trustee, as trustee for, and out of the funds and other assets of, the Fund, has agreed to guarantee certain obligations of Parent under the merger agreement to pay, under certain circumstances, a reverse termination fee and to reimburse certain expenses incurred by the Partnership if necessary to enforce payment of the reverse termination fee pursuant to a limited guarantee (as defined below under the section entitled “The Merger—Limited Guarantee”).

Conditions of the Merger

(page 105)

Each party’s obligation to consummate the merger is subject to the satisfaction (or waiver, if permissible under applicable law) on or prior to the closing date of the merger, which we refer to as the “closing date”, of certain conditions, including the following conditions:

•

no judgment enacted, promulgated, issued, entered, amended or enforced by any court of competent jurisdiction, or any other governmental entity or applicable law (collectively, “restraints”) in the U.S., by the Pennsylvania Public Utility Commission (“PA PUC”) or by the relevant governmental authorities in The Bahamas, being in effect enjoining, restraining, preventing or otherwise prohibiting the consummation of, or making illegal, the merger or the other transactions contemplated by the merger agreement;

•

the expiration or early termination of the waiting period (including any extension thereof) applicable to the merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), the receipt of CFIUS approval (as defined under the section entitled “The Merger Agreement—Reasonable Best Efforts and Certain Pre-Closing Obligations”) and the receipt of applicable approvals to the merger from the PA PUC (the “PA PUC approval”) and the relevant governmental authorities in The Bahamas;

•

the approval of the merger agreement and the transactions contemplated thereby by the affirmative vote of unitholders holding at least a majority of the outstanding Partnership Units entitled to vote thereon at the special meeting of limited partners;

•

subject to certain materiality and other qualifiers, the accuracy of the representations and warranties of the other party; and

•

performance in all material respects by the other party of its obligations under the merger agreement.

In addition, Parent’s obligation to consummate the merger is also subject to:

•

receipt of an opinion of tax counsel to the Partnership, subject to certain assumptions and based on representations delivered by the Partnership, to the effect that at least 90% of the gross income of the Partnership for the most recent full calendar year and each calendar quarter of the calendar year that includes the closing date for which the necessary financial information is available will be “qualifying income” within the meaning of Section 7704(d) of the Internal Revenue Code of 1986, as amended (the “Code”);

•

the absence of any effect, fact, condition, development, change, event or occurrence that, individually or in the aggregate, has had or would reasonably be expected to have a “material adverse effect” on the Partnership (which term is described in the section entitled “The Merger Agreement—Representations and Warranties” beginning on page 89);

•

no restraints in the U.S., by the PA PUC or by the relevant governmental authorities in The Bahamas, being in effect that would reasonably be expected to result in a “burdensome condition” (which term is described in the section entitled “The Merger Agreement—Reasonable Best Efforts and Certain Pre-Closing Obligations” beginning on page 100); and

•

solely if requested by Parent, the resignation or removal and replacement of some or all of the members of the ServiceCo Board and the ServiceCo Committee managing the ESOP, which condition would also be satisfied by, at Parent’s election, the completion of certain structuring steps in respect of ServiceCo (as described further in the section entitled “The Merger Agreement—ServiceCo Matters” beginning on page 86).

The consummation of the merger is not conditioned upon Parent’s receipt of financing.

Before the consummation of the merger, each of the Partnership and Parent may waive any of the conditions to its obligation to consummate the merger even though one or more of the conditions described above has not been met, except where waiver is not permissible under applicable law.

Regulatory Approvals Required for the Merger

(page 82)

The consummation of the merger is subject to review under the HSR Act, the receipt of CFIUS approval and the receipt of other regulatory approvals. As described above in the section entitled “—Conditions of the Merger”, the obligations of Parent and the Partnership to effect the merger are subject to, among other things, (i) the expiration or early termination of the waiting period (and any extension thereof) applicable to the merger under the HSR Act, (ii) the receipt of CFIUS approval, (iii) the receipt of PA PUC approval and (iv) certain regulatory approvals in The Bahamas.

The merger agreement includes covenants obligating each of the parties to use reasonable best efforts to cause the merger to be consummated as promptly as reasonably practicable. In addition, Parent has agreed to use reasonable best efforts to take all actions necessary to obtain all regulatory approvals applicable to the merger and to resolve all objections asserted with respect to the merger under any applicable law raised by any governmental authority as promptly as reasonably practicable, including (i) entering into consent decrees or undertakings with a regulatory authority, (ii) agreeing to sell, divest or otherwise convey or hold separate any assets or businesses of the Partnership and its subsidiaries, (iii) terminating existing relationships, joint venture arrangements, contractual rights or obligations of the Partnership or any of its subsidiaries, (iv) creating any relationship, contractual right or obligation of the Partnership or any of its subsidiaries, (v) agreeing to

operational restrictions or actions that limit the Partnership’s or any of its subsidiaries’ freedom of action with respect to any services, assets or businesses, (vi) effecting any other change or restructuring of the Partnership or any of its subsidiaries and (vii) defending through litigation any claim asserted by any regulatory authority that would prevent the consummation of the merger, in each case so long as Parent and its affiliates are not required to take or commit to take any action to obtain regulatory approvals that (a) would reasonably be expected to have a material adverse effect on the Partnership and its subsidiaries, taken as a whole, or (b) would require any action by, or would impose any condition or restriction on, any of Parent’s affiliates (other than Merger Sub) or direct or indirect equityholders.

No Solicitation; Board Recommendation

(page 96)

The merger agreement generally restricts the Partnership’s ability to solicit takeover proposals (as defined below under the section entitled “The Merger Agreement—No Solicitation; Board Recommendation”) from third parties (including by furnishing non-public information), or to participate in discussions or negotiations with third parties regarding any takeover proposal. Under certain circumstances, however, and in compliance with certain obligations contained in the merger agreement, the Partnership is permitted to engage in negotiations with, and provide information to, third parties that have made an unsolicited takeover proposal that the Board or any committee thereof determines in good faith, after consultation with its financial advisors and outside legal counsel, constitutes a superior proposal (as defined below under the section entitled “The Merger Agreement—No Solicitation; Board Recommendation”) or would reasonably be expected to result in a superior proposal.

Prior to the approval of the merger agreement and the transactions contemplated thereby by the affirmative vote of unitholders holding at least a majority of the outstanding Partnership Units entitled to vote thereon at the special meeting of limited partners, the Board or any committee thereof may, subject to compliance with certain obligations set forth in the merger agreement, including providing to Parent a “match right” to propose revisions to the terms of the merger agreement and the related transaction documents, change its recommendation upon (i) the occurrence of an intervening event (as defined below under the section entitled “The Merger Agreement—No Solicitation; Board Recommendation”) or (ii) receipt of a takeover proposal that, after consultation with its financial advisors and outside legal counsel, the Board or the applicable committee thereof determines in good faith would constitute a superior proposal, if, in each case, the Board determines in good faith, after consultation with its outside legal counsel, that failure to do so would be inconsistent with the Board’s or the applicable committee’s contractual obligations under the Limited Partnership Agreement or obligations under applicable law that are applicable to the Board or the applicable committee, to the extent not waived or otherwise modified or eliminated. Under such circumstances, the Partnership is further permitted to terminate the merger agreement in connection with entering into a definitive agreement with respect to a superior proposal, subject to the prior or concurrent payment by the Partnership of a $130 million termination fee to Parent.

Termination

(page 106)

The merger agreement may be terminated at any time prior to the effective time of the merger in the following circumstances:

•

by mutual written consent of the Partnership and Parent;

•

by either Parent or the Partnership, if:

•

the merger is not consummated by the outside date (as defined, and as it may be extended, as described below under the section entitled “The Merger Agreement—Termination”); however, the right to so terminate the merger agreement will not be available to a party whose breach of or failure to perform any provision of the merger agreement was a principal cause of or resulted in the failure of the merger to be consummated on or before the outside date;

•

a restraint in the U.S., by the PA PUC or by the relevant governmental authorities in The Bahamas, that enjoins, restrains, prevents or otherwise prohibits consummation of the transactions contemplated by the merger agreement or makes such transactions illegal is in effect and has become final and non-appealable; however, any party whose breach or failure to perform any of its obligations under the merger agreement has been a principal cause of or resulted in such restraint will not be able to terminate the merger agreement under this provision;

•

the holders of Partnership Units fail to approve the merger agreement and the transactions contemplated thereby at the special meeting of limited partners (including any adjournments and postponements thereof); or

•

there is a CFIUS turndown (as defined below under the section entitled “The Merger Agreement—Termination”); or

•

by Parent:

•

in the event of certain uncured breaches of the merger agreement by the Partnership or the General Partner (as discussed under the section entitled “The Merger Agreement—Termination”); or

•

if the Board or a committee thereof makes an adverse recommendation change (as defined below under the section entitled “The Merger Agreement—No Solicitation; Board Recommendation”); or

•

by the Partnership:

•

in the event of certain uncured breaches of the merger agreement by Parent or Merger Sub (as discussed under the section entitled “The Merger Agreement—Termination”);

•

prior to the approval of the merger agreement and the transactions contemplated thereby by holders of Partnership Units at the special meeting of limited partners, in connection with entering into a definitive agreement with respect to a superior proposal, subject to payment of the related termination fee by the Partnership prior to or concurrently with such termination (as described below under the section entitled “The Merger Agreement—Termination Fee”); or

•

if all conditions to the closing of the merger have been satisfied (other than any conditions that by their nature cannot be satisfied until the closing of the merger, but subject to satisfaction of such conditions at such time) and the consummation of the merger has not occurred by the time required under the merger agreement (as described under the section entitled “The Merger Agreement—Closing and Effective Time of the Merger”) and Parent fails to consummate the transactions contemplated by the merger agreement within five business days after the date of the delivery of a closing failure notice by the Partnership indicating to Parent that all of such closing conditions have been satisfied or waived and that the Partnership is prepared to consummate the merger during such five-day period (such notice, a “closing failure notice”).

Termination Fees

(page 107)

If the merger agreement is terminated in the following circumstances, the Partnership will be required to pay Parent a termination fee of $130 million:

•

(i) by Parent in the event of certain uncured breaches of the merger agreement by the Partnership or the General Partner or (ii) by either Parent or the Partnership because (a) the holders of Partnership Units fail to approve the merger agreement at the special meeting of limited partners or (b) the outside date has arrived and, in each such case (A) a takeover proposal shall have been made to the Board or publicly made, proposed or communicated by a third party after the date of the merger agreement and not withdrawn prior to the time of termination and (B) at any time on or prior to the twelve (12)-month anniversary of such termination, the Partnership enters into a definitive agreement with respect to or

consummates a takeover proposal (whether or not such takeover proposal was the same takeover proposal referred to in clause (A) and provided that the term “takeover proposal” shall have the meaning defined below under the section entitled “The Merger Agreement—No Solicitation; Board Recommendation”, except that all references to 15% shall be deemed to be references to 50%);

•

by Parent because the Board or a committee thereof makes an adverse recommendation change (as defined under the section entitled “The Merger Agreement—No Solicitation; Board Recommendation”) or by the Partnership or Parent due to a failure to consummate the merger by the outside date if Parent could have terminated the merger agreement due to an adverse recommendation change at such time; or

•

by the Partnership prior to the approval of the merger agreement and the transactions contemplated thereby by the holders of Partnership Units in order to accept a superior proposal and enter into a definitive agreement in connection with that superior proposal.

If the merger agreement is terminated (i) by the Partnership because Parent fails to consummate the transactions contemplated by the merger agreement within five business days after the date of the delivery of a closing failure notice by the Partnership or (ii) by the Partnership or Parent due to a failure to consummate the merger by the outside date if the Partnership could have terminated the merger agreement due to Parent failing to consummate the transactions contemplated by the merger agreement within five business days after the date of the delivery of a closing failure notice by the Partnership, Parent will be required to pay the Partnership a reverse termination fee of $390 million.

In addition, if the merger agreement is terminated (i) by Parent in the event of certain uncured breaches of the merger agreement by the Partnership or the General Partner or (ii) by the Partnership or Parent due to a failure to consummate the merger by the outside date if Parent could have terminated the merger agreement due to certain uncured breaches of the merger agreement by the Partnership or the General Partner then, in each case, the Partnership will be obligated to reimburse Parent for its documented out-of-pocket expenses (including all reasonable fees and expenses of counsel, accountants, investment bankers, experts and consultants) in connection with the transactions contemplated by the merger agreement up to an aggregate amount of $20 million, which payment will be credited against the payment of any termination fee by the Partnership.

The parties have agreed that in no event shall the parties be required to pay the other the termination fee on more than one occasion. The termination fee, if paid, shall be the sole and exclusive remedy of the Parent related parties (as defined below under the section entitled “The Merger Agreement—Termination Fee”) against the Partnership related parties (as defined below under the section entitled “The Merger Agreement—Termination Fee”) and vice versa, for any loss suffered as a result of the failure of the transactions contemplated by the merger agreement to be consummated or for a breach or failure to perform under the merger agreement or otherwise (including a “Willful Breach”, as defined under “The Merger Agreement—Termination Fee”), other than certain obligations to reimburse the other party for out-of-pocket costs and expenses relating to legal actions to enforce the payment of such termination fees.

Parent’s obligations to pay the reverse termination fee and any such expense reimbursement are guaranteed by the limited guarantee (as described under the section entitled “The Merger—Limited Guarantee” beginning on page 72).

Holders of Partnership Units Do Not Have Appraisal Rights

(page 73)

Appraisal rights are not available in connection with the merger under the Delaware Revised Uniform Limited Partnership Act (the “DRULPA”), the merger agreement or the Limited Partnership Agreement.

Litigation Related to the Merger

(page 73)

On June 13, 2019, a purported unitholder of the Partnership filed a complaint in a putative class action in the United States District Court for the Southern District of Texas, Houston Division, captioned Harry Curtis, individually and on behalf of all others similarly situated, v. Buckeye Partners, L.P., et al., Case No. 4:19-cv-2147 (the “Curtis Action”). On June 18, 2019, a purported unitholder of the Partnership filed a complaint in a putative class action in the United States District Court for the District of Delaware, captioned Michael Kent, individually and on behalf of all others similarly situated, v. Buckeye Partners, L.P., et al., Case No. 1:19-cv-01128 (the “Kent Action”). On June 19, 2019, a purported unitholder of the Partnership filed a complaint in the United States District Court for the Southern District of New York, captioned John Greer v. Buckeye Partners, L.P., et al., Case No. 1:19-cv-05741 (the “Greer Action”). On June 20, 2019, a purported unitholder of the Partnership filed a complaint in the United States District Court for the Southern District of New York, captioned Anthony Luers v. Buckeye Partners, L.P., et al., Case No. 1:19-cv-05767 (the “Luers Action”).

The Curtis Action alleges, among other things, that in pursuing the merger, the Board breached its express and implied contractual duties pursuant to the Limited Partnership Agreement and its fiduciary duties to the unitholders of the Partnership in agreeing to enter into the merger agreement by means of an allegedly unfair process and for an allegedly unfair price. The Curtis Action, the Kent Action, the Greer Action and the Luers Action each further alleges that (i) the Partnership’s preliminary proxy statement, filed with the SEC on June 7, 2019 (the “Preliminary Proxy Statement”), omits material information with respect to the merger, rendering it false and misleading and, as a result, that the Partnership and the members of the Board violated Section 14(a) of the Exchange Act, and Rule 14a-9 promulgated thereunder, and (ii) the members of the Board, as alleged control persons of the Partnership, violated Section 20(a) of the Exchange Act in connection with the filing of the allegedly materially deficient Preliminary Proxy Statement.

The Curtis Action seeks, among other things, to enjoin the merger, the disclosure of all material information concerning the merger, an order rescinding the consummation of the merger or an award of rescissory damages (in the event the merger is consummated), an award of damages and an award of attorneys’ and experts’ fees and expenses.

The Kent Action and the Greer Action each seeks, among other things, to enjoin the merger, an order rescinding the consummation of the merger or an award of rescissory damages (in the event the merger is consummated), an order directing that the Board disseminates a proxy statement that does not contain any untrue statements of material fact and that states all material facts required or necessary to make the statements contained therein not misleading, a declaration that the defendants violated Sections 14(a) and/or 20(a) of the Exchange Act, as well as Rule 14a-9 promulgated thereunder, and an award of attorneys’ and experts’ fees and expenses.

The Luers Action seeks, among other things, to enjoin the merger until disclosure of the allegedly omitted material information identified in the Luers Action is provided, an order rescinding the merger agreement or any of the terms thereof or an award of rescissory damages (in the event the merger is consummated), an award of damages and an award of attorneys’ and experts’ fees and expenses.

The Partnership believes that each of the Curtis Action, the Kent Action, the Greer Action and the Luers Action is without merit and intends to vigorously defend against them. The Partnership cannot predict the outcome of or estimate the possible loss or range of loss from these matters. It is possible that additional, similar complaints may be filed or the complaints described above may be amended. If this occurs, the Partnership does not intend to announce the filing of each additional, similar complaint or any amended complaint.

On June 14, 2019, the Partnership also received a demand letter from Walter E. Ryan Jr., a purported unitholder of the Partnership, requesting access to certain books and records of the Partnership to investigate possible mismanagement and/or breaches of fiduciary duty by the Board in connection with the merger (the “Ryan Demand Letter”). On June 21, 2019, the Partnership responded to the Ryan Demand Letter denying the requests and allegations contained therein.

Material U.S. Federal Income Tax Consequences of the Merger

(page 80)

The receipt of cash in exchange for Partnership Units pursuant to the merger will be a taxable transaction for U.S. federal income tax purposes to U.S. holders (as defined in the section entitled “The Merger—Material U.S. Federal Income Tax Consequences of the Merger”). Generally, a U.S. holder who receives cash in exchange for Partnership Units pursuant to the merger will recognize gain or loss in an amount equal to the difference, if any, between:

•

the sum of (1) the amount of any cash received in exchange for such Partnership Units in the merger and (2) such U.S. holder’s share of the Partnership’s liabilities immediately prior to the effective time of the merger; and

•

such U.S. holder’s adjusted tax basis in the Partnership Units exchanged therefor (which includes such U.S. holder’s share of the Partnership’s liabilities immediately prior to the effective time of the merger).

Gain or loss recognized by a U.S. holder will generally be taxable as capital gain or loss. However, a portion of this gain or loss, which portion could be substantial, will be separately computed and taxed as ordinary income or loss under Section 751 of the Code to the extent attributable to assets giving rise to depreciation recapture or other “unrealized receivables” or to “inventory items” owned by the Partnership and its subsidiaries.

The U.S. federal income tax consequences of the merger to a holder of Partnership Units will depend on such unitholder’s own personal tax situation. Accordingly, we strongly urge you to consult your tax advisor for a full understanding of the particular tax consequences of the merger to you.

See the section entitled “The Merger—Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 80 for a more complete discussion of certain U.S. federal income tax consequences of the merger.

Current Price of Partnership Units

(page 112)

The closing sale price of the Partnership Units on the NYSE on June 24, 2019 was $41.02. You are encouraged to obtain current market quotations for the Partnership Units in connection with voting your Partnership Units.

Additional Information

(page 116)

You can find more information about the Partnership in the periodic reports and other information we file with the SEC. The information is available at the SEC’s public reference facilities and at the website maintained by the SEC at www.sec.gov. See “Where You Can Find Additional Information About Us” beginning on page 116.

QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING OF LIMITED PARTNERS AND THE MERGER

The following questions and answers are intended to briefly address some commonly asked questions regarding the special meeting of limited partners and the merger. These questions and answers may not address all questions that may be important to you as a holder of Partnership Units. You should read the more detailed information contained elsewhere in this proxy statement, the annexes to this proxy statement and the documents referred to or incorporated by reference in this proxy statement.

Q:	Why am I receiving this proxy statement?

A:	On May 10, 2019, the Partnership entered into the merger agreement with Parent, Merger Sub, ServiceCo and the General Partner. Pursuant to the merger agreement, Merger Sub will be merged with and into the Partnership, with the Partnership surviving the merger as a subsidiary of Parent.

You are receiving this proxy statement in connection with the solicitation of proxies by the Board in favor of the proposal to approve the merger agreement and the transactions contemplated thereby and the other matters to be voted on at the special meeting of limited partners described under the section entitled “—What proposals will be considered at the special meeting of limited partners?” beginning on page 16.

Q:	As a holder of Partnership Units, what will I receive in the merger?

A:	If the merger is consummated, you will be entitled to receive $41.50 in cash, without interest and less any applicable withholding taxes, for each Partnership Unit that you own immediately prior to the effective time of the merger.

The receipt of cash in exchange for Partnership Units pursuant to the merger will be a taxable transaction for U.S. federal income tax purposes to U.S. holders. Please see the section entitled “The Merger—Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 80 for a more detailed description of the United States federal income tax consequences of the merger. You should consult your own tax advisor for a full understanding of how the merger will affect your federal, state, local and/or non-U.S. taxes.

Q:	When and where is the special meeting of limited partners?

A:	The special meeting of limited partners will be held on July 31, 2019, at 10:00 a.m., local time, at the DoubleTree Hotel, 6 Greenway Plaza, Houston, Texas 77046.

Q:	Who may attend the special meeting of limited partners? Are there procedures for attending?

To be admitted to the special meeting of limited partners, you must present valid proof of ownership of Partnership Units as of June 24, 2019, or a valid legal proxy. All attendees must also provide a form of government-issued photo identification. If you arrive at the special meeting of limited partners without the required items, we will admit you only if we are able to verify that you are a unitholder of the Partnership as of close of business on June 24, 2019 (or such later date as described above). If you hold Partnership Units through a brokerage firm, bank, trust, custodian or other nominee (we refer to those organizations collectively as “brokers”) and wish to vote in person, you must obtain a legal proxy issued in your name from your broker.

Q:	Who is entitled to vote at the special meeting of limited partners?

Only holders of record of Partnership Units at the close of business on June 24, 2019, the record date for the special meeting of limited partners, or their legal proxy holders are entitled to vote at the special meeting or any adjournments thereof, unless such adjournment is for more than 60 days, in which event the General Partner is required to set a new record date. As of the close of business on the record date, there were 153,920,704 Partnership Units outstanding and entitled to vote. Each unitholder is entitled to one vote for each Partnership Unit held by such unitholder on the record date on each of the proposals presented in this proxy statement.

If on June 24, 2019, you were a “record” unitholder of Partnership Units (that is, if you held Partnership Units in your own name in the unit transfer records maintained by our transfer agent, American Stock Transfer & Trust Company, LLC), you may vote in person at the special meeting of limited partners or by proxy. Whether or not you intend to attend the special meeting, we encourage you to vote now, online, by phone or proxy card to ensure that your vote is counted.

If on June 24, 2019, you were the beneficial owner of Partnership Units held in “street name” (that is, if you held Partnership Units through your broker) then these materials are being forwarded to you by your broker. You may direct your broker how to vote your Partnership Units by following the voting instructions on the form provided by your broker. If you wish to attend the special meeting of limited partners and vote in person, you may attend the special meeting but may not be able to vote in person unless you first obtain a legal proxy issued in your name from your broker.

A list of unitholders entitled to vote at the special meeting of limited partners will be open to the examination of any unitholder during ordinary business hours for a period of 10 days before the special meeting at One Greenway Plaza, Suite 600, Houston, Texas 77046 and at the place of the special meeting during the special meeting.

Q:	What proposals will be considered at the special meeting of limited partners?

A:	At the special meeting of limited partners, holders of Partnership Units will be asked to consider and vote on the following proposals:

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a proposal to approve the merger agreement and the transactions contemplated thereby; and

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a nonbinding, advisory proposal to approve the compensation that may be paid or may become payable to the Partnership’s named executive officers in connection with, or following, the consummation of the merger (this nonbinding, advisory proposal, which we refer to as the “nonbinding compensation proposal”, relates only to contractual obligations of the Partnership in existence prior to consummation of the merger that may result in payments to the Partnership’s named executive officers in connection with, or following, the consummation of the merger and does not relate to any new compensation or other arrangements between the Partnership’s named executive officers and Parent or, following the merger, the surviving entity and its subsidiaries).

Q:	What constitutes a quorum for purposes of the special meeting of limited partners?

A majority of all of the issued and outstanding Partnership Units entitled to vote thereon, present in person or represented by proxy, constitutes a quorum for the transaction of business at any meeting of the holders of Partnership Units. Abstentions will be counted for purposes of determining the presence of a quorum. “Broker non-votes” (as described under the section entitled “The Special Meeting of Limited Partners—Quorum” beginning on page 28) will not be counted for purposes of determining the presence of a quorum unless your broker has been instructed to vote on at least one of the proposals presented in this proxy statement. If, however, less than a quorum is present or represented at the special meeting of limited partners, the General Partner, as the general partner of the Partnership, may authorize its designated chairman of the special meeting of limited partners to adjourn such meeting as described under the section entitled “Adjournment” beginning on page 113.

Q:	What vote of our unitholders is required to approve each of the proposals?

The approval of the merger agreement and the transactions contemplated thereby by holders of Partnership Units requires the affirmative vote of unitholders holding at least a majority of the outstanding Partnership Units entitled to vote thereon as of the close of business on the record date, voting together as a single class, at the special meeting of limited partners or any adjournment or postponement thereof. The failure to vote your Partnership Units in person or by proxy or failure to give voting instructions to your broker, abstentions and “broker non-votes” will have the same effect as a vote “AGAINST” the proposal to approve the merger agreement and the transactions contemplated thereby. Note that you may vote to approve the merger agreement and the transactions contemplated thereby and vote not to approve the nonbinding compensation proposal and vice versa.

The approval of the nonbinding compensation proposal by holders of Partnership Units requires the approval by unitholders holding at least a majority of the outstanding Partnership Units present or represented and entitled to vote at the special meeting of limited partners. Assuming a quorum is present at the special meeting, failure to vote your Partnership Units in person or by proxy or failure to give voting instructions to your broker and “broker non-votes” will have no effect on the outcome of the nonbinding compensation proposal. Abstentions will have the same effect as a vote “AGAINST” the nonbinding compensation proposal.

Q:	How does the Board recommend that I vote?

A:	The Board recommends a vote “FOR” the proposal to approve the merger agreement and the transactions contemplated thereby and “FOR” the nonbinding compensation proposal.

For a discussion of the factors that the Board considered in determining to recommend the approval of the merger agreement and the transactions contemplated thereby, please see the section entitled “The Merger—Reasons for the Merger” beginning on page 52. In addition, in considering the recommendation of the Board with respect to the merger agreement and the transactions contemplated thereby, you should be aware that some of the Partnership’s directors and executive officers have interests that may be different from, or in addition to, the interests of the Partnership’s unitholders generally. Please see the section entitled “The Merger—Interests of the Partnership’s Directors and Executive Officers in the Merger” beginning on page 74.

Q:	What will happen to outstanding Partnership equity compensation awards in the merger?

A:	At the effective time of the merger, subject to all required withholding taxes:

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each outstanding award of Partnership Phantom Units, other than awards of Post-Signing Partnership Phantom Units, will be canceled and converted into the right to receive an amount in cash equal to the sum of (A) (x) the merger consideration multiplied by (y) the number of Partnership Units subject to such award of Partnership Phantom Units, plus (B) the amount of any accumulated and unpaid distribution equivalents in respect of such award of Partnership Phantom Units (the sum of such amounts, the “Partnership Phantom Unit Payment Amount”);

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each outstanding award of Post-Signing Partnership Phantom Units will be canceled and converted into the right to receive an amount in cash equal to the Partnership Phantom Unit Payment Amount with respect thereto, pro-rated based on the number of days in the applicable vesting period of such award of Post-Signing Partnership Phantom Units that elapses prior to the effective time (the “Pro-Rated Partnership Phantom Unit Payment Amount”) and the remainder of such award will be forfeited for no payment. However, the amount paid upon settlement of Post-Signing Partnership Phantom Units that are On-Cycle Partnership Phantom Unit Awards will equal the lesser of (1) the applicable Pro-Rated Partnership Phantom Unit Payment Amount multiplied by two and (2) the applicable Partnership Phantom Unit Payment Amount;

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each outstanding award of Partnership Director Deferred Units will be canceled and converted into the right to receive an amount in cash equal to the sum of (A) (x) the merger consideration multiplied by (y) the number of Partnership Units that are subject to such award of Partnership Director Deferred Units, plus (B) the amount of any accumulated and unpaid distribution equivalents with respect to such award of Partnership Director Deferred Units;

•

each outstanding award of Partnership Deferral Units will be canceled and converted into the right to receive an amount in cash equal to the sum of (A) (x) the merger consideration multiplied by (y) the number of Partnership Units that are subject to such award of Partnership Deferral Units, plus (B) the amount of any accumulated and unpaid distribution equivalents with respect to such award of Partnership Deferral Units;

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each outstanding award of Partnership Performance Units, other than awards of Post-Signing Partnership Performance Units, will be canceled and converted into the right to receive an amount in cash equal to the sum of (A) (x) the merger consideration multiplied by (y) the number of Partnership Units underlying such award of Partnership Performance Units, based on applicable performance goals being attained at target level (resulting in a payout performance multiplier of 100%), plus (B) the amount of any accumulated and unpaid dividend equivalents with respect to such award of Partnership Performance Units, based on applicable performance goals being attained at target level (resulting in a payout performance multiplier of 100%) (the “Partnership Performance Unit Payment Amount”); and

•

each outstanding award of Post-Signing Partnership Performance Units will be canceled and converted into the right to receive an amount in cash equal to the Partnership Performance Unit Payment Amount with respect thereto, pro-rated based on the number of days in the applicable vesting period of such award of Post-Signing Partnership Performance Units that elapses prior to the effective time (the “Pro-Rated Partnership Performance Unit Payment Amount”) and the remainder of such awards will be forfeited for no payment. However, the amount paid upon settlement of Post-Signing Partnership Performance Units that are On-Cycle Partnership Performance Unit Awards will equal the lesser of (1) the applicable Pro-Rated Partnership Performance Unit Payment Amount multiplied by two and (2) the applicable Partnership Performance Unit Payment Amount.

Q:	How do the Partnership’s directors and executive officers intend to vote?

As of June 24, 2019, the directors and executive officers of the Partnership beneficially owned in the aggregate 826,547 Partnership Units, or approximately 0.5% of the outstanding Partnership Units. Although none of the directors or executive officers is obligated to vote to approve the merger agreement and the transactions contemplated thereby, we currently expect that each of these individuals will vote all of his or her Partnership Units in favor of each of the proposals to be presented at the special meeting of limited partners.

Q:	Do any of the Partnership’s directors or executive officers have any interests in the merger that are different from, or in addition to, my interests as a unitholder?

In considering the proposals to be voted on at the special meeting of limited partners, you should be aware that the Partnership’s directors and executive officers have financial interests in the merger that may be different from, or in addition to, your interests as a unitholder. The members of the Board were aware of and considered these interests in reaching the determination to approve the merger agreement and the transactions contemplated thereby and recommend that the holders of Partnership Units vote their Partnership Units to approve the merger agreement and the transactions contemplated thereby. These interests may include the following:

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each outstanding award of Partnership Phantom Units (including Post-Signing Partnership Phantom Units), Partnership Director Deferred Units, Partnership Deferral Units and Partnership Performance

Units (including Post-Signing Partnership Performance Units) will be canceled and converted into the right to receive cash at the effective time of the merger (as described below in “The Merger Agreement—Treatment of Equity and Equity-Based Awards”);

•

each of the Partnership’s executive officers has entered into an individual severance agreement with the Partnership that provides severance and other benefits in the case of a “qualifying termination of employment” prior to, on or following a change of control transaction such as the completion of the merger (as described below in “The Merger—Interests of the Partnership’s Directors and Executive Officers in the Merger—Severance Entitlements”);

•

the Partnership’s directors and executive officers are entitled to continued indemnification and insurance coverage under the merger agreement.

For more information, please see the section of this proxy statement entitled “The Merger—Interests of the Partnership’s Directors and Executive Officers in the Merger” beginning on page 74.

Q:	How do I cast my vote if I am a unitholder of record?

If you are a unitholder with Partnership Units registered in your name, you may vote such units in person at the special meeting of limited partners or by submitting a proxy for the special meeting via the internet, by telephone or by completing, signing, dating and mailing the enclosed proxy card in the envelope provided.

For more detailed instructions on how to vote using one of these methods, please see the section entitled “The Special Meeting of Limited Partners—Voting Procedures” beginning on page 29.

If you are a holder of record of Partnership Units and you submit a proxy card or voting instructions but do not direct how to vote on each item, the persons named as proxies will vote in favor of the proposal to approve the merger agreement and the transactions contemplated thereby and the nonbinding compensation proposal.

Whether or not you plan to attend the special meeting of limited partners, we urge you to vote now to ensure your vote is counted. You may still attend the special meeting of limited partners and vote in person if you have already voted by proxy.

Q:	How do I cast my vote if my Partnership Units are held in “street name” by my broker?

If you hold your Partnership Units in “street name”, in other words your Partnership Units are held in the name of your broker, you should have received a proxy card and voting instructions with these proxy materials from that organization rather than from the Partnership. In order to vote, complete and mail the proxy card received from your broker to ensure that your vote is counted. Alternatively, you may vote by telephone or over the internet as instructed by your broker. To vote in person at the special meeting of limited partners, you must obtain a valid proxy from your broker. Please follow the instructions from your broker included with these proxy materials or contact your broker to request a proxy form.

Without following those instructions, your Partnership Units will not be voted, which will have the same effect as a vote “AGAINST” the proposal to approve the merger agreement and the transactions contemplated thereby.

Q:	What will happen if I abstain from voting or fail to vote on any of the proposals?

A:	If you abstain from voting, it will have the same effect as a vote “AGAINST” the proposal to approve the merger agreement and the transactions contemplated thereby and the nonbinding compensation proposal.

If you fail to cast your vote in person or by proxy or fail to give voting instructions to your broker, it will have the same effect as a vote “AGAINST” the proposal to approve the merger agreement and the transactions contemplated thereby. Assuming a quorum is present at the special meeting of limited partners, failures to vote in person or by proxy or failure to give voting instructions to your broker and “broker non-votes” will have no effect on the outcome of the nonbinding compensation proposal.

Q:	Can I change my vote after I have delivered my proxy?

A:	Yes. For unitholders of record, any time after you have submitted a proxy card and before it is voted at the special meeting of limited partners, you may revoke or change your vote in one of three ways:

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You may deliver, at the special meeting of limited partners, to the Secretary of the special meeting, a new proxy with a later date.

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You may deliver, on or before the business day prior to the special meeting of limited partners, a notice of revocation or a new proxy with a later date to the Secretary of the General Partner at the address set forth in the notice of the special meeting.

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You may attend the special meeting of limited partners in person and vote, although your attendance at the special meeting, without actually voting, will not by itself revoke a previously granted proxy.

You may change your telephonic vote as often as you wish by following the procedures for telephone voting. The last known vote in the telephonic voting system as of 11:59 p.m. EDT on July 30, 2019 will be counted.

You may change your internet vote as often as you wish by following the procedures for internet voting. The last known vote in the internet voting system as of 11:59 p.m. EDT on July 30, 2019 will be counted.

If you hold your Partnership Units in “street name”, you will need to revoke or resubmit your proxy through your broker and in accordance with its procedures. If your broker allows you to submit a proxy via the internet or by telephone, you may be able to change your vote by submitting a new proxy via the internet or by telephone or by mail. In order to attend the special meeting of limited partners and vote in person, you will need to obtain a proxy from your broker, the unitholder of record.

Q:	What should I do if I receive more than one set of voting materials?

You may receive more than one set of voting materials, including multiple copies of this proxy statement or multiple proxy or voting instruction cards. For example, if you hold your Partnership Units in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold Partnership Units. If you are a holder of Partnership Units of record and your Partnership Units are registered in more than one name, you will receive more than one proxy card. Please submit each proxy and voting instruction card that you receive to ensure that all your Partnership Units are voted.

Q:	If I hold my Partnership Units in certificated form, should I send in my unit certificates now?

No. Promptly after the effective time of the merger, each holder of a certificate representing any Partnership Units that have been converted into the right to receive the merger consideration, will be sent a letter of transmittal and instructions describing the procedure for surrendering your Partnership Units in exchange for the merger consideration. If you hold your Partnership Units in certificated form, you will receive your cash payment after the paying agent receives your unit certificates and any other documents requested in the

instructions. You should not return your unit certificates with the enclosed proxy card, and you should not forward your unit certificates to the paying agent without a letter of transmittal. If you hold Partnership Units in non-certificated book-entry form, you will not be required to deliver a unit certificate, and you will receive your cash payment after the paying agent receives the documents requested in the instructions.

Q:	What happens if I sell my Partnership Units before the special meeting of limited partners?

The record date for the special meeting of limited partners is earlier than the date of the special meeting. If you own Partnership Units on the record date, but transfer your Partnership Units after the record date but before the effective time of the merger, you will retain your right to vote such units at the special meeting of limited partners. However, the right to receive the merger consideration will pass to the person to whom you transferred your Partnership Units.

Q:	Am I entitled to exercise appraisal rights instead of receiving the merger consideration for my Partnership Units?

A:	No. Appraisal rights are not available in connection with the merger under the DRULPA, under the merger agreement or under the Limited Partnership Agreement. For additional information, please see the section entitled “The Merger—No Appraisal Rights” beginning on page 73.

Q:	When is the merger expected to be consummated?

We are working toward consummating the merger as promptly as possible. We currently anticipate the merger to close in the fourth quarter of 2019, but we cannot be certain when or if the conditions of the merger will be satisfied (or if permissible under applicable law, waived). The merger cannot be consummated until the conditions to closing of the merger are satisfied (or if permissible under applicable law, waived), including the approval of the merger agreement and the transactions contemplated thereby by the holders of Partnership Units at the special meeting of limited partners and the receipt of certain regulatory approvals.

Q:	What effect will the merger have on the Partnership?

If the merger is consummated, Merger Sub will be merged with and into the Partnership, and the Partnership will continue to exist following the merger as a subsidiary of Parent. Following such consummation of the merger, Partnership Units will no longer be traded on the NYSE or any other public market, and the registration of Partnership Units under the Exchange Act will be terminated.

Q:	What happens if the merger is not consummated?

In the event that the proposal to approve the merger agreement does not receive the required approval from the holders of Partnership Units, or if the merger is not consummated for any other reason, the holders of Partnership Units will not receive any payment for their Partnership Units in connection with the merger. Instead, the Partnership will remain an independent public company and unitholders will continue to own their Partnership Units. The Partnership Units will continue to be registered under the Exchange Act and listed and traded on the NYSE. Under certain circumstances, if the merger is not consummated, the Partnership may be obligated to pay to Parent a termination fee. Please see the section entitled “The Merger Agreement—Termination Fee” beginning on page 107.

Q:	What is householding and how does it affect me?

A:	The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for proxy statements and annual reports with respect to two or more unitholders sharing the

same address by delivering a single proxy statement addressed to those unitholders. This process, which is commonly referred to as “householding”, potentially means extra convenience for unitholders and cost savings for companies.

Brokers with account holders who are Buckeye unitholders may be “householding” our proxy materials. A single proxy statement will be delivered to multiple unitholders sharing an address unless contrary instructions have been received from the affected unitholders. Once you have received notice from your broker that they will be “householding” communications to your address, “householding” will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in “householding” and would prefer to receive a separate proxy statement and annual report, please notify your broker and direct your written request to Buckeye Partners, L.P., Attention: Investor Relations Department, One Greenway Plaza, Suite 600, Houston, Texas 77046, or call +1 (800) 422-2825. Unitholders who currently receive multiple copies of the proxy statement at their address and would like to request “householding” of their communications should contact their broker.

Q:	What are the material U.S. federal income tax consequences to a holder of Partnership Units as a result of the merger?

The receipt of cash in exchange for Partnership Units pursuant to the merger will be a taxable transaction to U.S. holders for U.S. federal income tax purposes. A U.S. holder will generally recognize capital gain or loss on the receipt of cash in exchange for Partnership Units. However, a portion of this gain or loss, which portion could be substantial, will be separately computed and taxed as ordinary income or loss to the extent attributable to “unrealized receivables” or to “inventory items” owned by the Partnership and its subsidiaries. The U.S. federal income tax consequences of the merger to a holder of Partnership Units will depend on such unitholder’s own personal tax situation. Accordingly, we strongly urge you to consult your tax advisor for a full understanding of the particular tax consequences of the merger to you.

Q:	Who can help answer my questions?

A:	If you need assistance in completing your proxy card or have questions regarding the special meeting of limited partners, please contact the firm assisting us with the solicitation of proxies, Innisfree M&A Incorporated, as follows:

Unitholders in the U.S. and Canada call toll-free: +1 (877) 456-3427

Unitholders in other locations dial direct: +1 (412) 232-3651

Banks and brokers call collect: +1 (212) 750-5833

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

The information contained in this proxy statement regarding the proposed merger, the expected timetable for completing the proposed merger, future financial and operating results, future capital structure and liquidity and benefits of the proposed merger, future opportunities for the combined entity, general business outlook and any other statements includes “forward-looking statements”. All statements that express belief, expectation, estimates or intentions, as well as those that are not statements of historical facts, are forward-looking statements. Such statements use forward-looking words such as “proposed”, “anticipate”, “project”, “potential”, “could”, “should”, “continue”, “estimate”, “expect”, “may”, “believe”, “will”, “plan”, “seek”, “outlook” and other similar expressions that are intended to identify forward-looking statements, although some forward-looking statements are expressed differently. These statements discuss future expectations and contain projections. Specific factors that could cause actual results to differ from those in the forward-looking statements include, but are not limited to: (i) changes in federal, state, local and foreign laws or regulations to which the Partnership is subject, including those governing pipeline tariff rates and those that permit the treatment of the Partnership as a partnership for federal income tax purposes; (ii) terrorism and other security risks, including cyber risk, adverse weather conditions, including hurricanes, environmental releases and natural disasters; (iii) changes in the marketplace for the Partnership’s products or services, such as increased competition, changes in product flows, better energy efficiency or general reductions in demand; (iv) adverse regional, national, or international economic conditions, adverse capital market conditions and adverse political developments; (v) shutdowns or interruptions at the Partnership’s pipeline, terminaling, storage and processing assets or at the source points for the products the Partnership transports, stores or sells; (vi) unanticipated capital expenditures in connection with the construction, repair or replacement of the Partnership’s assets; (vii) volatility in the price of liquid petroleum products; (viii) nonpayment or nonperformance by the Partnership’s customers; (ix) the Partnership’s ability to integrate acquired assets with its existing assets and to realize anticipated cost savings and other efficiencies and benefits; (x) the Partnership’s ability to successfully complete its organic growth projects and to realize the anticipated financial benefits; (xi) the risk that the proposed merger with Parent may not be completed in a timely manner or at all; (xii) the Partnership’s failure to receive, on a timely basis or otherwise, the required approval of the merger agreement and the transactions contemplated thereby by the holders of Partnership Units; (xiii) the possibility that competing offers or acquisition proposals for the Partnership will be made; (xiv) the possibility that any or all of the various conditions to the consummation of the merger may not be satisfied or waived, including the failure to receive any required regulatory approvals from any applicable governmental entities (or any conditions, limitations or restrictions placed on such approvals); (xv) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement, including in circumstances which would require the Partnership to pay a termination fee or other expenses; (xvi) the effect of the announcement or pendency of the transactions contemplated by the merger agreement on the Partnership’s ability to retain and hire key personnel, its ability to maintain relationships with its customers, suppliers and others with whom it does business, or its operating results and business generally; (xvii) risks related to diverting management’s attention from the Partnership’s ongoing business operations; (xviii) the risk that unitholder litigation in connection with the transactions contemplated by the merger agreement may result in significant costs to defend or resolve; (xix) the possibility that long-term financing for the proposed acquisition may not be available on favorable terms, or at all; and (xx) the cautionary discussion of risks and uncertainties detailed in Part II, Item 1A, “Risk Factors” of the Partnership’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2019 (as filed with the SEC on May 10, 2019) and Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of the Partnership’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 (as filed with the SEC on February 15, 2019) and other risk factors identified herein or from time to time in the Partnership’s periodic filings with the SEC. These factors are not necessarily all of the important factors that could cause actual results to differ materially from those expressed in any of the Partnership’s forward-looking statements. Other known or unpredictable factors could also have material adverse effects on future results. Consequently, all of the forward-looking statements made in this proxy statement are qualified by these cautionary statements, and the Partnership cannot assure you that actual results or developments that it anticipates will be realized or, even if substantially realized, will have the expected consequences to or effect on the Partnership or its business or operations.

The forward-looking statements contained in this proxy statement speak only as of the date hereof. Although the expectations in the forward-looking statements are based on the Partnership’s current beliefs and expectations, caution should be taken not to place undue reliance on any such forward-looking statements because such statements speak only as of the date hereof. Except as required by federal and state securities laws, the Partnership undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or any other reason. All forward-looking statements attributable to the Partnership or any person acting on the Partnership’s behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this proxy statement and in the Partnership’s future periodic reports filed with the SEC. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this proxy statement may not occur.

THE PARTIES TO THE MERGER

Buckeye Partners, L.P.

The Partnership is a Delaware limited partnership and a publicly traded Delaware master limited partnership. Our Partnership Units are listed on the NYSE under the ticker symbol “BPL”. 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. We are 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. We also use our service expertise to operate and/or maintain third-party pipelines and terminals and perform certain engineering and construction services for our customers. As of June 24, 2019, our terminal network comprises more than 115 liquid petroleum products terminals with aggregate tank capacity of over 118 million barrels across our portfolio of pipelines, inland terminals and marine terminals located primarily in the East Coast, Midwest and Gulf Coast regions of the United States as well as in the Caribbean. Our network of marine terminals enables us to facilitate global flows of crude oil and refined petroleum products, offering our customers connectivity between supply areas and market centers through some of the world’s most important bulk storage and blending hubs. Our flagship marine terminal in The Bahamas, Buckeye Bahamas Hub Limited, is one of the largest marine crude oil and refined petroleum products storage facilities in the world and provides an array of logistics and blending services for the global flow of petroleum products. Our Gulf Coast regional hub, Buckeye Texas Partners LLC, offers world-class marine terminaling, storage and processing capabilities. We are also a wholesale distributor of refined petroleum products in certain areas served by our pipelines and terminals. Our principal executive office is located at One Greenway Plaza, Suite 600, Houston, Texas 77046, and our telephone number is +1 (832) 615-8600.

Buckeye GP LLC

The General Partner is a Delaware limited liability company and our general partner and is party to the merger agreement to comply with its obligations thereunder. We are a limited partnership, and we do not have our own board of directors. We are managed and operated by the officers of, and are subject to the oversight of the board of directors of, the General Partner. For purposes of this proxy statement, we refer to the General Partner’s officers and board of directors as our officers and directors, respectively. The General Partner’s principal executive office is located at One Greenway Plaza, Suite 600, Houston, Texas 77046, and its telephone number is +1 (832) 615-8600.

Buckeye Pipe Line Services Company

ServiceCo is a Pennsylvania corporation which employs the employees that provide services to the majority of our operating subsidiaries and which is party to the merger agreement to comply with its obligations thereunder. ServiceCo is a limited partner of the Partnership and members of our Board and certain of our executive officers serve on the ServiceCo Board. The ServiceCo Board appoints the members of the ServiceCo Committee. Our ESOP owns all of the outstanding shares of common stock of ServiceCo. ServiceCo’s principal executive office is located at One Greenway Plaza, Suite 600, Houston, Texas 77046, and its telephone number is +1 (832) 615-8600.

Hercules Intermediate Holdings LLC

Parent is a Delaware limited liability company and was formed by a subsidiary of IFM GIF for the purpose of completing the merger. IFM Investors, the principal advisor to IFM GIF, is a pioneer and leader in infrastructure investing on behalf of institutional investors globally. As of March 31, 2019, IFM Investors has approximately $90 billion of funds under management, including approximately $39.1 billion in infrastructure assets. Parent’s principal executive office is located at c/o IFM Investors (US) LLC, 114 West 47th Street, 19th Floor, New York, New York 10036, and its telephone number is +1 (212) 784-2260.

Hercules Merger Sub LLC

Merger Sub is a Delaware limited liability company and a wholly owned subsidiary of Parent that was formed by Parent for the purpose of completing the merger. Upon the consummation of the merger, Merger Sub will cease to exist. Merger Sub’s principal executive office is located at c/o IFM Investors (US) LLC, 114 West 47th Street, 19th Floor, New York, New York 10036, and its telephone number is +1 (212) 784-2260.

THE SPECIAL MEETING OF LIMITED PARTNERS

We are furnishing this proxy statement to the holders of Partnership Units as part of the solicitation of proxies by the Board for use at the special meeting of limited partners and at any adjournments or postponements thereof.

Date, Time and Place

The special meeting of limited partners will be held on July 31, 2019 at 10:00 a.m., local time, at the DoubleTree Hotel, 6 Greenway Plaza, Houston, Texas 77046.

For instructions on how to attend and vote at the special meeting of limited partners, please see the section entitled “The Special Meeting of Limited Partners—Voting in Person” beginning on page 31.

Purpose of the Special Meeting of Limited Partners

The special meeting of limited partners is being held for the following purposes:

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to consider and vote on a proposal to approve the merger agreement and the transactions contemplated thereby (see the section entitled “The Merger Agreement” beginning on page 84); and

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to consider and vote on a nonbinding, advisory proposal to approve the compensation that may be paid or may become payable to the Partnership’s named executive officers in connection with, or following, the consummation of the merger (this nonbinding compensation proposal relates only to contractual obligations of the Partnership in existence prior to consummation of the merger that may result in payments to the Partnership’s named executive officers in connection with, or following, the consummation of the merger and does not relate to any new compensation or other arrangements between the Partnership’s named executive officers and Parent or, following the merger, the surviving entity and its subsidiaries) (see the section entitled “The Merger—Interests of the Partnership’s Directors and Executive Officers in the Merger” beginning on page 74).

A copy of the merger agreement is attached as Annex A to this proxy statement.

Recommendation of the Board

The Nominating and Corporate Governance Committee, after receiving advice from the Partnership’s management and outside financial and legal advisors, and after due and careful discussion and consideration, including of the terms and conditions of the merger agreement, the merger and the other transactions contemplated by the merger agreement, has unanimously (i) determined that the execution, delivery and performance by each of the Partnership and the General Partner of the merger agreement and the consummation by each of the Partnership and the General Partner of the transactions contemplated by the merger agreement are in the best interests of the Partnership; (ii) approved the merger agreement and the consummation by each of the Partnership and the General Partner of the transactions contemplated by the merger agreement, which approval constitutes “Special Approval” under the Limited Partnership Agreement; and (iii) recommended that the Board approve the merger agreement and the consummation by each of the Partnership and the General Partner of the transactions contemplated thereunder.

The Compensation Committee, after review and consideration of the compensation plans, arrangements and agreements between the Partnership or ServiceCo and each of the Partnership’s named executive officers (within the meaning of Item 402(a)(3) of Regulation S-K under the Exchange Act) under which such named executive officers may receive compensation that may be paid or become payable in connection with, or following, the consummation of the merger, after receiving advice from the Partnership’s management and outside legal advisors with respect to such compensation plans, arrangements and agreements, and after due and careful

discussion and consideration, has recommended to the Board that (i) the proxy statement include a submission to the limited partners of a non-binding, advisory proposal to approve the compensation that may be paid or may become payable to the Partnership’s named executive officers in connection with, or following, the consummation of the merger and (ii) the Board recommend to the limited partners that the limited partners approve, by a non-binding, advisory vote at a special meeting of limited partners, the compensation that may be paid or become payable to the Partnership’s named executive officers in connection with, or following, the consummation of the merger.

The Board, after receiving advice from the Partnership’s management and outside financial and legal advisors and the recommendations of the Nominating and Corporate Governance Committee and the Compensation Committee, and after due and careful discussion and consideration, including of the terms and conditions of the merger agreement, the merger and the other transactions contemplated by the merger agreement, and the compensation arrangements pursuant to which amounts may be paid or may become payable to the Partnership’s named executive officers in connection with, or following, the consummation of the merger has unanimously (i) determined that the merger agreement and the consummation of the transactions contemplated thereby are in the best interests of the Partnership; (ii) authorized and approved the execution, delivery and performance by each of the Partnership and the General Partner of the merger agreement and the consummation of the transactions contemplated thereby; (iii) approved the merger and the merger agreement; (iv) directed that the approval of the merger agreement and the transactions contemplated thereby be submitted to the limited partners at a special meeting of limited partners; (v) recommended that the limited partners vote their Partnership Units to approve the merger agreement and the transactions contemplated thereby at a special meeting of limited partners; and (vi) recommended that the limited partners vote their Partnership Units to approve, by a non-binding, advisory vote at a special meeting of limited partners, the compensation that may be paid or may become payable to the Partnership’s named executive officers in connection with, or following, the consummation of the merger. Accordingly, the Board recommends a vote “FOR” the proposal to approve the merger agreement and the transactions contemplated thereby. For a discussion of the factors that the Board considered in determining to recommend the approval of the merger agreement and the transactions contemplated thereby, please see the section entitled “The Merger—Reasons for the Merger” beginning on page 52.

The Board also recommends a vote “FOR” the nonbinding compensation proposal.

Record Date and Unitholders Entitled to Vote

Only holders of record of Partnership Units at the close of business on June 24, 2019, the record date for the special meeting of limited partners, or their legal proxy holders are entitled to attend or vote at the special meeting of limited partners or any adjournments or postponements thereof, unless any such adjournment or postponement is for more than 60 days, in which event the General Partner is required to set a new record date. As of the close of business on the record date, there were 153,920,704 Partnership Units outstanding and entitled to vote. Each unitholder is entitled to one vote for each Partnership Unit held by such unitholder on the record date on each of the proposals presented in this proxy statement.

Quorum

A majority of all of the issued and outstanding Partnership Units entitled to vote, whether present in person or represented by proxy, constitutes a quorum for the transaction of business at any meeting of the holders of Partnership Units. Abstentions will be counted for purposes of determining the presence of a quorum. “Broker non-votes” will not be counted for purposes of determining the presence of a quorum unless your broker has been instructed to vote on at least one of the proposals presented in this proxy statement.

A “broker non-vote” occurs when (i) your Partnership Units are held by a broker, in nominee name or otherwise, exercising fiduciary powers (typically referred to as being held in “street name”) and (ii) a broker

submits a proxy card for your Partnership Units held in “street name”, but does not vote on a particular proposal because your broker has not received voting instructions from you and does not have the authority to vote on that matter without instructions. You must follow instructions from your broker to authorize it to vote with respect to the proposal to approve the merger agreement or the nonbinding compensation proposal.

In the event that a quorum is not present at the special meeting of limited partners, or if there are insufficient votes to approve the merger agreement and the transactions contemplated thereby at the time of the special meeting, we expect that the special meeting will be adjourned or postponed to solicit additional proxies.

Vote Required

Approval of the Merger Agreement

The approval of the merger agreement and the transactions contemplated thereby by the holders of Partnership Units requires the affirmative vote of unitholders holding at least a majority of the outstanding Partnership Units entitled to vote thereon as of the close of business on the record date, voting together as a single class, at the special meeting of limited partners or any adjournment or postponement thereof. Under the merger agreement, the receipt of such required vote is a condition to the consummation of the merger. Note that you may vote to approve the merger agreement and the transactions contemplated thereby and vote not to approve the nonbinding compensation proposal and vice versa.

The failure to vote your Partnership Units in person or by proxy or failure to give voting instructions to your broker, abstentions and “broker non-votes” will have the same effect as a vote “AGAINST” the proposal to approve the merger agreement and the transactions contemplated thereby.

Approval of the Nonbinding Compensation Proposal

The approval of the nonbinding compensation proposal by holders of Partnership Units requires the approval by unitholders holding at least a majority of the outstanding Partnership Units present or represented and entitled to vote at the special meeting of limited partners. Assuming a quorum is present at the special meeting, failure to vote your Partnership Units in person or by proxy or failure to give voting instructions to your broker and “broker non-votes” will have no effect on the outcome of the nonbinding compensation proposal. Abstentions will have the same effect as a vote “AGAINST” the nonbinding compensation proposal.

The vote on the nonbinding compensation proposal is a vote separate and apart from the vote to approve the merger agreement and the transactions contemplated thereby. Because the vote on the nonbinding compensation proposal is advisory only, it will not be binding on the Partnership, the Board, Parent or the surviving entity. Accordingly, because the Partnership is contractually obligated to pay the compensation, if the merger agreement and the transactions contemplated thereby are approved by the holders of Partnership Units and the merger is consummated, the compensation will be payable, subject only to the conditions applicable thereto, regardless of the outcome of the nonbinding advisory vote.

Voting Procedures

To ensure that your Partnership Units are voted at the special meeting of limited partners, we recommend that you provide voting instructions promptly by proxy, even if you plan to attend the special meeting in person, using one of the following three methods:

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Vote via the Internet. Please go to the website set forth on the proxy card mailed to you and follow the on-screen instructions. You will need the control number contained on your proxy card.

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Vote by Telephone. Please dial the toll-free telephone number set forth on the proxy card mailed to you and follow the audio instructions. You will need the control number contained on your proxy card.

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Vote by Proxy Card. If you do not wish to vote by the internet or by telephone, please mail your completed, signed and dated proxy card in the enclosed postage-paid return envelope as soon as possible so that your units may be represented at the special meeting of limited partners.

If you hold your units in “street name”, in other words the units are held in the name of your broker, you should have received a proxy card and voting instructions with these proxy materials from that organization rather than from the Partnership. In order to vote, complete and mail the proxy card received from your broker to ensure that your vote is counted. Alternatively, you may vote by telephone or over the internet as instructed by your broker. To vote in person at the special meeting of limited partners, you must obtain a valid proxy from your broker. Follow the instructions from your broker included with these proxy materials (including how and when to vote your Partnership Units) or contact your broker to request a proxy form. The timing described in the instructions from your broker may differ from the timing described above. Without following those instructions, your units held in “street name” will not be voted, which will have the same effect as a vote “AGAINST” the proposal to approve the merger agreement and the transactions contemplated thereby.

For additional questions about the merger, assistance in submitting proxies or voting Partnership Units, or to request additional copies of this proxy statement or the enclosed proxy card, please contact the firm assisting us with the solicitation of proxies, Innisfree M&A Incorporated, as follows:

Unitholders in the U.S. and Canada call toll-free: +1 (877) 456-3427

Unitholders in other locations dial direct: +1 (412) 232-3651

Banks and brokers call collect: +1 (212) 750-5833

How Proxies Are Voted

If you complete and submit your proxy card or voting instructions, the persons named as proxies will follow your instructions. If you are a holder of Partnership Units of record and you submit a proxy card or voting instructions but do not direct how to vote on each item, the persons named as proxies will vote in favor of the proposal to approve the merger agreement and the transactions contemplated thereby and the nonbinding compensation proposal.

Revocation of Proxies

For unitholders of record, any time after you have submitted a proxy card and before the proxy card is exercised, you may revoke or change your vote in one of three ways:

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You may deliver, at the special meeting of limited partners, to the Secretary of the special meeting, a new proxy with a later date.

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You may change your telephonic vote as often as you wish by following the procedures for telephone voting. The last known vote in the telephone voting system as of 11:59 p.m. EDT on July 30, 2019 will be counted.

If you hold your units in street name, you will need to revoke or resubmit your proxy through your broker and in accordance with its procedures. If your broker allows you to submit a proxy via the internet or by telephone, you may be able to change your vote by submitting a new proxy via the internet or by telephone or by mail. In order to attend the special meeting of limited partners and vote in person, you will need to obtain a proxy from your broker, the unitholder of record.

Voting in Person

Only unitholders as of June 24, 2019, the record date for the special meeting of limited partners, or their legal proxy holders may attend the special meeting. Due to space constraints and other security considerations, we will not be able to accommodate the guests of either unitholders or their legal proxy holders.

To be admitted to the special meeting of limited partners, you must present valid proof of ownership of Partnership Units as of June 24, 2019 or a valid legal proxy. All attendees must also provide a form of government-issued photo identification. If you arrive at the special meeting of limited partners without the required items, we will admit you only if we are able to verify that you are a unitholder of the Partnership as of June 24, 2019. If you hold units through a bank or broker and wish to vote in person, you must obtain a legal proxy issued in your name from your broker.

If you are representing an entity that is a unitholder, you must provide evidence of your authority to represent that entity at the special meeting of limited partners. Unitholders holding units in a joint account will be admitted to the special meeting of limited partners if they provide proof of joint ownership.

Solicitation of Proxies

The Partnership will bear the cost of soliciting proxies, including the expense of preparing, printing and distributing this proxy statement. In addition to soliciting proxies by mail, telephone or electronic means, we may request brokers to solicit their customers who have Partnership Units registered in their names and will, upon request, reimburse them for the reasonable, out-of-pocket costs of forwarding proxy materials in accordance with customary practice. We may also use the services of our directors, officers and other employees to solicit proxies, personally or by telephone, without additional compensation. In addition, the Partnership has retained Innisfree M&A Incorporated to solicit unitholder proxies at a total cost to the Partnership of approximately $25,000, plus reimbursement of customary expenses.

Adjournments and Postponements

Although it is not currently expected, the special meeting of limited partners may be adjourned, recessed or postponed for the purpose of soliciting additional proxies. Under the terms of the merger agreement, subject to certain limited exceptions, such adjournment cannot be for more than 10 business days after the initial date of the special meeting of limited partners or any subsequent adjournment of the special meeting without obtaining Parent’s prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned). For more information, please see the section entitled “Adjournment” beginning on page 113.

At any subsequent reconvening of the special meeting of limited partners at which a quorum is present in person or represented by proxy, any business may be transacted that might have been transacted at the original meeting, and all proxies will be voted in the same manner as they would have been voted at the original convening of the special meeting, except for any proxies that have been validly revoked or withdrawn prior to the reconvened meeting.

Voting by the Partnership’s Directors, Executive Officers and Principal Unitholders

As of June 24, 2019, the directors and executive officers of the Partnership beneficially owned in the aggregate 826,547 Partnership Units, or approximately 0.5% of the outstanding Partnership Units. Although none of the directors or executive officers is obligated to vote to approve the merger agreement and the transactions contemplated thereby, we currently expect that each of these individuals will vote all of his or her units in favor of each of the proposals to be presented at the special meeting of limited partners.

The Partnership’s directors and executive officers have interests in the merger that may be different from, or in addition to, the interests of the unitholders generally. For more information, please see the section entitled “The Merger—Interests of the Partnership’s Directors and Executive Officers in the Merger” beginning on page 74.

Assistance

If you need assistance in completing your proxy card or have questions regarding the special meeting of limited partners, please contact the firm assisting us with the solicitation of proxies, Innisfree M&A Incorporated, as follows:

Unitholders in the U.S. and Canada call toll-free: +1 (877) 456-3427

Unitholders in other locations dial direct: +1 (412) 232-3651

Banks and brokers call collect: +1 (212) 750-5833

List of Unitholders

A list of unitholders entitled to vote at the special meeting of limited partners will be open to the examination of any unitholder during ordinary business hours for a period of 10 days before the special meeting of limited partners at One Greenway Plaza, Suite 600, Houston, Texas 77046 and at the place of the special meeting during the special meeting.

PROPOSAL 1: APPROVAL OF THE MERGER AGREEMENT

As discussed elsewhere in this proxy statement, holders of Partnership Units will consider and vote on a proposal to approve the merger agreement and the transactions contemplated thereby. You are urged to carefully read this proxy statement in its entirety for more detailed information concerning the merger agreement and the merger, including the information set forth under the sections of this proxy statement captioned “The Merger” and “The Merger Agreement”. A copy of the merger agreement is attached as Annex A to this proxy statement. You are urged to read the merger agreement carefully and in its entirety.

The Board recommends a vote “FOR” the approval of the merger agreement and the transactions contemplated thereby.

PROPOSAL 2: ADVISORY, NON-BINDING VOTE ON MERGER-RELATED

EXECUTIVE COMPENSATION ARRANGEMENTS

In accordance with Section 14A of the Exchange Act, the Partnership is providing holders of Partnership Units with the opportunity to cast a nonbinding advisory vote on the compensation that may be payable to the Partnership’s named executive officers in connection with the merger. As required by those rules, the Partnership is asking holders of Partnership Units to vote on the approval of the following resolution:

“RESOLVED, that the compensation that may be paid or become payable to the Partnership’s named executive officers in connection with the merger, as disclosed in the table entitled ‘Potential Payments to Named Executive Officers’, including the associated narrative discussion, and the agreements or understandings pursuant to which such compensation may be paid or become payable, are hereby APPROVED.”

The vote on executive compensation payable in connection with the merger is a vote separate and apart from the vote to approve the merger agreement and the transactions contemplated thereby. Accordingly, you may vote to approve the merger agreement and the transactions contemplated thereby and vote not to approve the executive compensation and vice versa. Because the vote is advisory in nature only, it will not be binding on the Partnership or the Board. Accordingly, because the Partnership is contractually obligated to pay the compensation, such compensation will be paid or become payable, subject only to the conditions applicable thereto, if the merger is consummated and regardless of the outcome of the advisory vote.

The Board recommends a vote “FOR” the approval of the nonbinding compensation proposal.

THE MERGER

Overview

The Partnership is seeking the approval by the limited partners of (i) the merger agreement that the Partnership entered into on May 10, 2019 with the General Partner, ServiceCo, Parent and Merger Sub and (ii) the transactions contemplated by the merger agreement. Under the terms of the merger agreement, subject to the satisfaction (or if permissible under applicable law, waiver) of specified conditions, Merger Sub will be merged with and into the Partnership, with the Partnership surviving the merger as a wholly owned subsidiary of Parent. The Board has approved the merger agreement and the transactions contemplated thereby and recommends that holders of Partnership Units vote to approve the merger agreement and the transactions contemplated thereby.

Upon the consummation of the merger, each Partnership Unit issued and outstanding immediately prior to the effective time of the merger (other than Partnership Units owned immediately prior to the effective time of the merger by the Partnership, Parent or any of its subsidiaries or, under certain circumstances set forth in the merger agreement, by ServiceCo) will be canceled and converted into the right to receive $41.50 in cash, without interest and less any applicable withholding taxes.

Background of the Merger

The Board, together with the Partnership’s management and with the assistance of the Partnership’s advisors, has periodically reviewed the Partnership’s long-term strategic plan and considered various strategic opportunities available to the Partnership, as well as ways to enhance unitholder value and the Partnership’s performance and prospects, including in light of the business, competitive, regulatory and economic environment and developments in the Partnership’s industry. Since late-2017, these reviews have also included discussions as to whether the Partnership should continue to execute on its strategy as a stand-alone company, pursue divestitures of various assets and/or enter into various joint ventures, convert from a partnership to a C-Corporation or pursue a merger or sale of 100% of the Partnership. As part of these reviews, the Board, together with the Partnership’s management and with the assistance of the Partnership’s advisors, considered whether various strategic actions would be in the best interests of the Partnership and would enhance value for the Partnership’s unitholders.

From time to time, representatives of the Partnership and representatives of IFM Investors have had discussions in connection with Vitol Tank Terminals International B.V. (“VTTI”), in which the Partnership, Vitol Group (“Vitol”) and IFM GIF held equity interests. On December 14, 2017, Mr. Clark C. Smith, Chairman, President and Chief Executive Officer of the General Partner, Mr. Keith E. St.Clair, Executive Vice President and Chief Financial Officer of the General Partner and Mr. Khalid A. Muslih, Executive Vice President of the General Partner, met with Mr. Jamie Cemm, Executive Director of IFM Investors, at which meeting Mr. Cemm expressed IFM Investors’ preliminary interest in a potential transaction with the Partnership. Mr. Cemm indicated that, if IFM Investors had interest in pursuing whether a potential transaction with the Partnership would be feasible, a confirmation of IFM Investors’ interest would follow in writing.

On February 6, 2018, the Partnership held a regularly-scheduled meeting of the Board, with representatives of Intrepid Partners, LLC, a financial advisor to the Partnership (“Intrepid”), and Cravath, Swaine & Moore LLP, outside legal counsel to the Partnership and the Board (“Cravath”), participating. As part of the meeting, representatives of Cravath reviewed the directors’ obligations under the Limited Partnership Agreement and applicable law and advised the Board on certain considerations in the event that an unsolicited approach were made for the Partnership. Representatives of Intrepid also presented an overview of the sector in which the Partnership operates, including recent challenges facing master limited partnerships (“MLPs”) in the Partnership’s industry as investors continued to show a preference for MLPs lowering their leverage ratios, higher distribution coverage ratios and sustainable self-funding models. Representatives of Intrepid also presented an illustrative financial analysis of the Partnership’s standalone valuation based on public filings and publicly

available equity research. Finally, representatives of Intrepid presented an overview of potential strategic options available to the Partnership in light of conditions and trends affecting MLPs and the energy industry generally, including potential counterparties for strategic transactions. The Board, members of the Partnership’s management and representatives of Intrepid then discussed their views on whether to begin exploring strategic options for the Partnership, in light of conditions and trends in the Partnership’s industry and the outlook for the Partnership’s business on a standalone basis. After discussion, the Board concluded that it would be in the best interest of the Partnership to continue to execute on the Partnership’s strategy and to evaluate any unsolicited acquisition proposals if any were made to the Partnership.

On June 11, 2018, Mr. Smith received an unsolicited non-binding proposal letter for the acquisition of 100% of the Partnership from a consortium of potential acquirers comprised of two infrastructure investors, one strategic company in the energy sector (“Company A”, “Company B” and “Company C”, respectively) and IFM Investors (together with Company A, Company B and Company C, the “Consortium”). The non-binding letter proposed an all-cash acquisition of the Partnership by the Consortium at a price ranging from $43.00 to $45.00 per Partnership Unit (the “Consortium Proposal”). The letter indicated that the Consortium Proposal was based on publicly available information and not subject to any contingency relating to financing but was subject to completion of due diligence and negotiation of satisfactory definitive documentation. The Consortium Proposal also requested that the Partnership enter into exclusive negotiations with the Consortium. The closing price of the Partnership Units on the NYSE on June 11, 2018 was $37.38 per Partnership Unit.

On June 12, 2018, the Partnership held a special meeting of the Board, with representatives of the Partnership’s management participating. Mr. Smith indicated that the purpose of the meeting was to review, at a high level, certain strategic options for the Partnership. Mr. Smith then led the Board and management through a range of such strategic options that the Board could evaluate whether to explore further, including (i) maintaining the Partnership’s then-current rate of distributions to unitholders combined with pursuing certain potential divestitures; (ii) cutting the then-current rate of distributions to unitholders and (iii) undertaking a Partnership-level transaction. Mr. Todd J. Russo, Senior Vice President, General Counsel and Secretary of the Partnership, then reviewed the contents of the Consortium Proposal with the Board. The Board and management then discussed the Consortium Proposal and the range of potential strategic options, including a discussion of the analyses and information the Board would require to better assess the Consortium Proposal and the various strategic options. The Board then convened an executive session to discuss the process and analyses it would require in connection with the Board’s review of strategic options with respect to the Partnership, both generally and in consideration of the Consortium Proposal.

On June 20, 2018, the Partnership held a special meeting of the Board, with representatives of the Partnership’s management participating. The Board and members of the Partnership’s management further discussed the process for the Board’s evaluation of strategic options for the Partnership, including the Consortium Proposal. Mr. Smith reviewed with the Board the proposed process to engage financial advisors to assist the Board in analyzing the strategic options and in managing the process relating to such options. The Board discussed engaging Intrepid, in consideration of its extensive experience in the Partnership’s industry, as well as a large top-tier financial services company as financial advisor. The Board considered the engagement of Wells Fargo Securities, based on Wells Fargo Securities’ familiarity with the Partnership’s business and industry and extensive experience on similar transactions. Mr. St.Clair discussed with the Board the anticipated terms of engagement with each of Intrepid and Wells Fargo Securities. The Board and members of the Partnership’s management then discussed what analyses would be needed from management of the Partnership and the financial advisors to further evaluate the strategic options under consideration, including the Consortium Proposal. Finally, Mr. Russo reviewed with the Board the process and considerations for identifying and disclosing any actual or potential conflicts of interest that members of the Board or management of the Partnership may have in connection with any strategic transaction. The Board then held a discussion in executive session and, upon conclusion of the discussion, directed the Partnership’s management to negotiate terms for the engagement of each of Intrepid and Wells Fargo Securities to assist the Board in evaluating the Consortium Proposal and various other strategic options.

Later on June 20, 2018, Mr. Smith spoke with representatives of the Consortium to inform them that the Board was in the process of reviewing the Consortium Proposal and engaging financial advisors to assist the Board in its review.

On June 27, 2018, Mr. Smith spoke with representatives of the Consortium to provide an update on the Board’s ongoing review of the Consortium Proposal and indicated that the Partnership would respond to the Consortium proposal once that review was completed.

On July 2, 2018, the Partnership held a special meeting of the Board, with representatives of the Partnership’s management participating. Mr. Smith and Mr. St.Clair presented to the Board the Partnership’s five-year financial forecast, which was prepared by management for the Board’s consideration in connection with its ongoing review and analysis of certain strategic options for the Partnership. Following discussion among the Board and members of management, the Board approved the five-year financial forecast presented to the Board for use in connection with the Partnership’s evaluation of strategic options. Mr. St.Clair then reviewed with the Board changes in the Partnership’s largest unitholders between March 31, 2017 and March 31, 2018 based on publicly available information. Mr. Russo reviewed a summary provided by Wells Fargo Securities of any material relationships between Wells Fargo Securities and the Partnership, or between Wells Fargo Securities and the members of the Consortium, together with similar disclosure provided verbally by Intrepid. After assessing these disclosures and other information obtained from Intrepid and Wells Fargo Securities as part of the evaluation process, the Board discussed with members of the Partnership’s management, and then subsequently approved, the formal engagement of each of Intrepid and Wells Fargo Securities as the Partnership’s financial advisors in connection with its review of strategic options. The Board then held a further discussion of these matters in executive session.

Later on July 2, 2018, Mr. Smith contacted representatives of the Consortium to inform them that the Partnership had engaged Intrepid, Wells Fargo Securities and Cravath as its advisors in connection with a potential transaction and that the Board would be in a position to respond to the Consortium Proposal the following week.

Also on July 2, 2018, the Partnership entered into an engagement letter with Intrepid and on July 3, 2018, the Partnership entered into an engagement letter with Wells Fargo Securities, in each case relating to the Partnership’s consideration of strategic options, including the Consortium Proposal.

On July 9, 2018, the Partnership held a special meeting of the Board with representatives of the Partnership’s management, Intrepid, Wells Fargo Securities and Cravath participating. Representatives of Cravath reviewed for the Board directors’ obligations under the Limited Partnership Agreement and other legal matters relating to the Board’s review of strategic options, including the Consortium Proposal. Following this review, representatives of Intrepid and Wells Fargo Securities provided a strategic overview of the sector in which the Partnership operates, including a high-level overview of investor trends affecting MLPs and how the Partnership was positioned with respect to those trends. Representatives of Intrepid and Wells Fargo Securities then reviewed the challenges facing the Partnership, including as a result of its capital position and certain other potential difficulties facing its business, and reviewed certain benchmark analyses and how the Partnership had traded compared to its peers across a number of valuation metrics. Finally, representatives of Intrepid and Wells Fargo Securities discussed a number of strategic options available to the Partnership, including continuing on a standalone basis, making structural changes to the operation of the Partnership, converting the Partnership to a C-Corporation, reducing the Partnership’s regular distributions to unitholders, divesting certain assets or businesses or pursuing a Partnership-level transaction. Representatives of the financial advisors also provided their preliminary views on the Consortium Proposal and potential other counterparties for a Partnership-level transaction. Representatives of Cravath then provided the Board with an overview of certain strategic communications considerations in connection with the Board’s review of acquisition proposals. Following further discussion with management and the advisors, the Board held an executive session and determined that, although the Board believed the initial offer price from the Consortium did not adequately value the Partnership

at that time, it would be in the best interest of the Partnership to arrange an informational discussion between representatives of the Consortium and members of the Partnership’s management to facilitate delivery of an improved proposal from the Consortium. The Board also considered the Consortium’s request for exclusivity and determined, in light of the various options available to the Partnership, it would not be in the best interest of the Partnership to grant the Consortium exclusivity in discussions at this time. The Board also identified additional analyses it would require from the Partnership’s management to continue to evaluate the strategic priorities for the Partnership.

On July 10, 2018, Mr. Smith discussed the Partnership’s response to the Consortium Proposal with representatives of the Consortium and indicated to such representatives that the Consortium Proposal did not adequately value the Partnership, but that the Partnership would be willing to enter into a confidentiality agreement and arrange a meeting with the Partnership’s management team to facilitate delivery of an improved proposal from the Consortium.

On July 16, 2018, representatives of Intrepid had a further discussion with representatives of the Consortium, during which representatives of the Consortium expressed an interest in meeting with the Partnership’s management team.

On July 17, 2018, Mr. Smith met with the chief executive officer of a potential strategic acquirer in the midstream energy industry (“Company D”), during which meeting the possibility of a transaction between the Partnership and Company D was discussed. Mr. Smith informed the chief executive officer of Company D that the Partnership was not actively seeking a transaction but that the Board would review any proposal made by Company D.

On July 18, 2018, the Partnership held a special meeting of the Board, with representatives of the Partnership’s management participating. Mr. Smith provided the Board with an update on, among other things, the latest discussions with the Consortium and the Partnership’s overall review of strategic options. Mr. Smith also discussed the possibility of providing the Consortium with certain summary financial projections as part of the proposed meeting between the Consortium and members of the Partnership’s management. A discussion then ensued among the Board and management regarding the potential provision of projections and other due diligence information to the Consortium, including the sensitivity of providing material non-public information to the Consortium. Mr. Smith also provided an update regarding his meeting with the chief executive officer of Company D and informed the Board that Company D may be interested in a transaction with the Partnership. The Board then requested an additional meeting to review the financial projections proposed to be provided to the Consortium, as well as to further consider any next steps with the Consortium, before making any such information available to the Consortium.

On July 20, 2018, the Partnership held a special meeting of the Board, with representatives of the Partnership’s management participating. Mr. Smith provided an update to the Board on the continuing internal review of strategic options being conducted by the Partnership’s management. Mr. Smith then reviewed for the Board certain financial projections that the Partnership’s management proposed to make available to representatives of the Consortium as part of the proposed meeting with the Partnership’s senior management, including certain updates to the five-year financial forecast approved by the Board at its July 2 meeting, and the basis for the assumptions used therein, including that the updated financial forecasts were prepared on the basis that the Partnership would have access to sufficient capital during the periods covered by the projections in order to take advantage of its projected growth opportunities. In reviewing the assumptions underlying the updated financial forecasts, the Board posed questions to the Partnership’s management on its basis for using such assumptions, evaluated those assumptions and requested that the Partnership’s management revise the five-year financial forecast based on the results of the Board’s review prior to approval by the Board. The Board then held a discussion in executive session, following which the Board came to the conclusion that a meeting of the Partnership’s management with the Consortium was premature at that time and that further analysis of the Partnership’s strategic options should be completed prior to any such meeting, although negotiations of a confidentiality agreement with the Consortium should continue.

Later on July 20, 2018, Mr. Smith informed a representative of the Consortium that any meeting with the Partnership’s management team would be deferred until after the Board’s regularly scheduled meetings on July 31, 2018 and August 1, 2018.

On July 25, 2018, the Partnership held a special meeting of the Board, with representatives of the Partnership’s management participating. Mr. Smith provided an update on, among other things, the Partnership’s review of strategic options and discussions with the Consortium on the terms of a confidentiality agreement between the parties. Mr. St.Clair also provided a further review of the five-year financial forecast approved by the Board at its July 2 meeting and subsequently reviewed by the Board at its July 20 meeting, including the primary drivers of the financial forecast by segment. In consideration of the progress made with respect to the Partnership’s internal analysis of strategic options, the Board determined to schedule a management meeting with the Consortium following the Board’s regularly-scheduled Board meetings on July 31, 2018 and August 1, 2018 and the Partnership’s release of its second quarter 2018 earnings on August 3, 2018. The Board also determined that information to be provided to the Consortium as part of such meeting should only include publicly available information and a general review of the Partnership’s growth opportunities, and that financial projections for the Partnership would not be provided at that time. The Board then held an executive session to further discuss these considerations.

On July 31, 2018 and August 1, 2018, the Partnership held regularly-scheduled meetings of the Board, with representatives of the Partnership’s management, Intrepid, Wells Fargo Securities, Cravath and PricewaterhouseCoopers LLP, tax advisor to the Partnership (“PwC”), participating, to discuss the Board’s review of strategic options, as well as certain additional Board matters in the ordinary course. The Board first convened an executive session during which the Board discussed certain strategic options available to the Partnership, including the Consortium Proposal, and the various analyses compiled by the Partnership’s management and advisors during the past month to assist the Board in evaluating these options. Following the executive session, the meeting of the Board reconvened with the Partnership’s management and representatives of the advisors. PwC reviewed for the Board considerations relating to potential alternative tax structures the Partnership could consider, including conversion of the Partnership to a C-Corporation. Representatives of Intrepid and Wells Fargo Securities then reviewed the Partnership’s financial outlook in light of certain challenges in the Partnership’s business and changes in the MLP landscape, and further discussed certain strategic options for the Partnership, including various scenarios for a reduced distribution to unitholders coupled with the divestiture of certain assets, as well as an analysis of the estimated financial impact on the Partnership’s unit price of such divestitures. Representatives of Intrepid and Wells Fargo Securities further discussed the potential benefits and considerations of a strategic transaction involving the Partnership, including the Consortium Proposal in particular, as well as potential counterparties for the Partnership with respect to such transactions and certain valuation considerations with respect to such alternatives. The Board also discussed with the Partnership’s management and advisors various benefits and considerations for announcing a potential reduction in the Partnership’s distribution to unitholders at the upcoming second quarter earnings call as compared with deferring any such announcement to a later point in time. Following discussion with management and the Partnership’s advisors, the Board determined that it would be in the best interest of the Partnership to publicly announce that the Partnership was conducting a broad review of all available strategic options at its upcoming second quarter earnings call and to proceed with arranging the meeting between the Partnership’s management team and representatives of the Consortium for August 9, 2018. The Board and the Partnership’s advisors also discussed the proposed materials for this meeting, which the Board concluded should not include non-public financial projections at that time until the Consortium provided an improved proposal to the Partnership. The Board also considered the Consortium’s continued request for exclusivity and determined that, in light of the various alternatives available to the Partnership that were under consideration, it was not in the best interest of the Partnership to grant the Consortium exclusivity in discussions at this time.

On August 3, 2018, in connection with its announcement of earnings for the second quarter of 2018, the Partnership publicly announced that it had commenced a comprehensive review of strategic options and had

engaged financial advisors to assist in a comprehensive review of the Partnership’s asset portfolio and financial strategy.

On August 6, 2018, the chief executive officer of Company D contacted Mr. Smith to inform him that Company D would be submitting a formal proposal for a transaction with the Partnership the following week.

On August 8, 2018, the Partnership entered into a confidentiality agreement with the Consortium relating to a possible negotiated transaction among the parties, which contained customary standstill provisions that would automatically terminate upon the entry by the Partnership into a definitive acquisition agreement with a third party.

On August 9, 2018, Mr. Smith, Mr. St.Clair, Mr. Russo, certain other members of the Partnership’s management and representatives from Intrepid and Wells Fargo Securities participated in a presentation (which did not contain any material non-public information) for representatives of the Consortium regarding the Partnership’s business, operations and growth prospects.

On August 13, 2018, Mr. Smith received an unsolicited non-binding offer from Company D proposing a merger with the Partnership in a unit-for-unit exchange valuing the Partnership at $40.00 per Partnership Unit. The Company D proposal was based on publicly available information and remained subject to due diligence, the negotiation of definitive transaction agreements and applicable board and unitholder approvals. The closing price of the Partnership Units on the NYSE on August 13, 2018 was $35.03 per Partnership Unit.

On August 16, 2018, the Partnership held a special meeting of the Board, with representatives of the Partnership’s management, Intrepid and Wells Fargo Securities participating. Mr. Smith provided an overview of the proposal received from Company D, and representatives of Intrepid and Wells Fargo Securities then reviewed their initial views on the potential benefits and considerations of such a transaction, including a preliminary financial analysis on valuation of the Company D proposal. Mr. Smith then provided a brief update to the Board on the meeting with the Consortium on August 9, 2018, including the Consortium’s request for the Partnership to provide financial projections. Mr. Smith also updated the Board on the status of preparing additional analyses of the strategic options for the Partnership that had been requested by the Board. The Board then discussed with management and the financial advisors certain alternatives being considered by the Partnership. Following further discussion with management and the advisors, the Board determined that, while the Board believed the proposal from Company D did not adequately value the Partnership, it would be in the best interest of the Partnership to arrange a management presentation for Company D to facilitate delivery of an improved proposal from Company D.

On August 17, 2018, Mr. Smith spoke with representatives of Company D by telephone, indicating that the proposed $40.00 per Partnership Unit offer was not one the Board would consider accepting, but that the Partnership would be willing to arrange a management presentation for Company D to highlight the Partnership’s business and growth and would be open to considering a revised proposal from Company D.

On August 21, 2018, the Consortium sent a letter to Mr. Smith regarding its proposal to acquire the Partnership, in which the Consortium indicated that it could not improve its indication of value at this time and requested certain additional information regarding the Partnership to facilitate a potential improvement by the Consortium of its proposed offer price, including financial projections for the Partnership.

On August 27, 2018, the Partnership entered into a confidentiality agreement with Company D relating to a possible negotiated transaction among the parties, which contained customary standstill provisions that would automatically terminate upon the entry by the Partnership into a definitive acquisition agreement with a third party.

On August 28, 2018, Mr. Smith, members of the Partnership’s management and representatives from Intrepid and Wells Fargo Securities participated in a presentation (which did not contain any material non-public

information) with representatives of Company D regarding both the Partnership’s and Company D’s business, operations and growth prospects.

On August 29, 2018, the Partnership held a special meeting of the Board, with representatives of the Partnership’s management, Intrepid, Wells Fargo Securities and Cravath participating. Mr. St.Clair reviewed an updated version of the five-year financial forecast that had been prepared by the Partnership’s management reflecting the discussions at the Board meeting held on July 25, including the primary drivers of the financial forecast and the fact that it was prepared on the basis that the Partnership would have access to sufficient capital during the periods covered by the projections in order to take advantage of its projected growth opportunities. Representatives of Intrepid then reviewed with the Board a number of potential scenarios regarding unitholder distributions, including in combination with sales of selected assets, as part of the Partnership’s ongoing review of strategic options. Mr. Smith then provided an update on the latest discussions with each of the Consortium and Company D and, in response to questions from the Board, representatives of Cravath addressed certain considerations regarding possible responses by the Partnership to the Consortium and Company D. After discussion among the Board, management, and the Partnership’s advisors, the Board determined to provide the Partnership’s five-year financial forecast and certain high-level business information to both the Consortium and Company D as preliminary due diligence materials to facilitate improved proposals from the Consortium and Company D. Following review and discussion of the Partnership’s other strategic options by the Partnership’s management, the Board concluded that the Partnership should concurrently advance its strategic plans as a standalone company in the event that a transaction with either the Consortium or Company D did not materialize and therefore directed management to proceed with exploring a potential sale of all or a portion of the Partnership’s 50% interest in VTTI and a divestiture of certain non-integrated pipeline and terminal assets of the Partnership that could be combined with a potential reduction in the Partnership’s distributions to unitholders. Representatives of Intrepid and Wells Fargo Securities then discussed certain other potential counterparties for a transaction with the Partnership and the Board, management and the advisors discussed the advantages and disadvantages of contacting any additional potential counterparties that would have interest in a transaction with the Partnership. The Board then convened an executive session and, following discussion among the Board of the potential benefits and risks of contacting potential additional third parties that may be interested in a strategic transaction with the Partnership, directed the Partnership’s financial advisors, with the assistance of Mr. Smith, to contact a limited number of third parties to gauge their interest in a potential strategic transaction with the Partnership.

On August 30, 2018, the Partnership’s management provided the five-year financial forecast reviewed with the Board at the meeting held on August 29, 2018, after reflecting certain adjustments primarily related to the anticipated contributions of VTTI and crude-by-rail storage rates (the “2018 Management Case”) (for more information, see the section entitled “—Financial Forecasts”), to representatives of the Consortium, and on September 10, 2018, members of the Partnership’s management had a telephone conference with representatives of the Consortium on the 2018 Management Case.

On September 7, 2018, in accordance with the direction of the Board at the August 29 meeting, representatives of Intrepid and Wells Fargo Securities communicated with representatives of two additional potential strategic acquirers of the Partnership in the midstream logistics industry (“Company E” and “Company F”, respectively). Company E did not submit an offer in response to this outreach. Representatives of Company F conveyed initial interest in a potential transaction, but indicated that Company F was not in a position to make a proposal for the Partnership at that time.

On September 12, 2018, representatives of the Partnership’s management and representatives from Intrepid and Wells Fargo Securities met with representatives of Company D’s management and financial advisor for the purposes of conducting due diligence on Company D to better evaluate the proposal of a unit-for-unit exchange provided by Company D. Representatives of Company D provided the Partnership’s management with an overview of Company D’s outlook and Company D’s financial advisor addressed potential synergies that could arise from a transaction between the parties. Representatives of Company D also made further detailed diligence requests of the Partnership, including requests for financial forecasts for the Partnership.

On September 14, 2018, the Partnership’s management provided the 2018 Management Case to Company D.

On September 20, 2018, Mr. Smith spoke by phone with representatives of Company D, who indicated that Company D had determined not to proceed with a transaction with the Partnership at that time because Company D would not be able to maintain its previously proposed $40.00 per Partnership Unit offer. The Partnership then sent a letter terminating Company D’s access to the data room and requesting that Company D destroy all written, electronic or other confidential materials received during due diligence in accordance with the terms of the confidentiality agreement entered on August 27, 2018.

On September 21, 2018, representatives of the Partnership approached representatives of the Vitol about the potential acquisition by Vitol of the Partnership’s equity interest in VTTI, in which the Partnership and Vitol held equity interests. Mr. St.Clair and Mr. Muslih informed Vitol’s representatives that a sale of the Partnership’s interest in VTTI was among the strategic options the Partnership was considering.

On September 25, 2018 and September 26, 2018, the Partnership held regularly-scheduled meetings of the Board, with representatives of the Partnership’s management, Intrepid, Wells Fargo Securities and Cravath participating, to discuss matters relating to the Partnership’s ongoing review of strategic options, as well as other ordinary course Board matters. Representatives of Intrepid and Wells Fargo Securities provided an update on the Partnership’s analysis and ongoing discussions for both the Partnership’s standalone strategy and the potential transactions involving the Partnership, including (i) analysis of a potential distribution adjustment at different levels, (ii) the potential divestiture of certain non-integrated pipeline and terminal assets of the Partnership, (iii) a potential sale of all or a portion of the Partnership’s 50% interest in VTTI, (iv) the recent cessation of discussions with Company D regarding a potential transaction, (v) the ongoing discussions with the Consortium and (vi) the outreach to Company E and Company F to inquire whether either had an interest in a transaction with the Partnership and the responses received from Company E and Company F. Representatives of the financial advisors also discussed the potential financial impacts on the Partnership of taking various combinations of the strategic options under consideration, including an analysis of the estimated financial impact on the Partnership’s unit price of the potential divestiture of certain non-integrated pipeline and terminal assets and the potential sale of all or a portion of the Partnership’s 50% interest in VTTI. The Board then convened an executive session during which they discussed the various internal and external strategic considerations with respect to the Partnership. Following the Board’s executive session, the Board reconvened with management and the Partnership’s advisors to engage in a discussion regarding advantages and disadvantages of the various internal and external strategic options for the Partnership, including the timing and feasibility for the various transactions taking into account the Partnership’s upcoming earnings announcement and other timing considerations. The Board then directed that management should proceed with more extensive diligence and analysis with the Consortium regarding a possible transaction, with the objective of receiving a more definitive indication of interest from Consortium so that the Board could appropriately evaluate the Consortium’s offer in light of other options available to the Partnership. The Board also indicated that management should proceed with the divestiture of a package of certain non-integrated pipeline and terminal assets of the Partnership and should continue to explore the potential sale of all or a portion of the Partnership’s 50% interest in VTTI.

On September 27, 2018, representatives from Goldman Sachs, financial advisor to the Consortium, provided Intrepid and Wells Fargo Securities with a supplemental due diligence request list from the Consortium in order for the Consortium to be able to provide an updated view on its offer price. During the month of September, representatives of the Partnership provided to the Consortium further information relating to the Partnership in response to the Consortium’s due diligence requests and also provided to the Consortium additional financial information relating to the 2018 Management Case.

On October 2, 2018, representatives of the Consortium informed the Partnership that Company B had withdrawn from the Consortium.

On October 9, 2018, Mr. Smith, Mr. St.Clair, Mr. Muslih, Mr. Russo, other representatives of the Partnership’s management, representatives from Intrepid and Wells Fargo Securities and representatives of the Consortium conducted a conference call to address certain diligence items in the Consortium’s most recent due diligence request list. Following the call, representatives of the Consortium indicated that the Consortium would be in a position to deliver a revised proposal to the Partnership by October 12, 2018.

On October 9, 2018, representatives of Vitol communicated to representatives of the Partnership that Vitol and IFM Investors on behalf of IFM GIF would be interested in making a formal proposal to acquire the Partnership’s 50% equity position in VTTI.

On October 12, 2018, Mr. Smith received a letter from the Consortium stating that, based on the additional due diligence conducted on the Partnership, including its review of financial forecasts for the Partnership, the Consortium would only proceed with a potential transaction at a valuation of the Partnership that was significantly lower than the initial price range included in the Consortium’s initial proposal letter.

On October 15, 2018, the Partnership held a special meeting of the Board, with representatives of the Partnership’s management, Intrepid and Wells Fargo Securities participating. Representatives of Intrepid and Wells Fargo Securities reviewed with the Board considerations relating to proceeding with (i) the divestiture of certain non-integrated pipeline and terminal assets of the Partnership, (ii) the sale of the Partnership’s 50% interest in VTTI and (iii) certain alternatives for the reduction in the Partnership’s distribution to unitholders. In addition, the Partnership sent letters terminating the Consortium’s access to the data room and requesting that the Consortium destroy all written, electronic or other confidential materials received during due diligence in accordance with the terms of the confidentiality agreement entered on August 8, 2018.

On November 2, 2018, the Partnership publicly announced, concurrently with its third quarter earnings, the results of its comprehensive review of strategic options. In order to maintain the Partnership’s investment grade credit rating by reducing leverage, provide increased financial flexibility and reallocate capital to higher return growth opportunities across the Partnership’s remaining assets, the Partnership had determined to (i) enter into a definitive agreement to divest its entire 50% equity stake in VTTI to Vitol and IFM GIF for cash proceeds of $975 million, (ii) execute a definitive agreement to sell a package of non-integrated domestic pipeline and terminal assets for cash proceeds of $450 million and (iii) reduce the Partnership’s quarterly cash distribution to $0.75 per unit or $3.00 per unit on an annual basis, and, in connection therewith, the Partnership publicly announced the conversion of the Partnership’s Class C Units outstanding as of September 30, 2018 into Partnership Units on a one-for-one basis on November 5, 2018. The closing price of the Partnership Units on the NYSE on November 2, 2018 was $33.74 per Partnership Unit.

On December 12, 2018, Mr. Cemm, Mr. Wei-Sun Teh, Investment Director of IFM Investors and Mr. David Sparrow, Vice President of IFM Investors, met with Mr. Smith and Mr. St.Clair to discuss various topics. At that meeting, the representatives of IFM Investors expressed interest in pursuing a transaction for a 100% of the Partnership, with or without other members of the Consortium, and requested that the electronic data room previously made available to the Consortium under the terms of the Consortium confidentiality agreement be re-opened for continued due diligence. Mr. Smith replied that the Partnership and the Board would need to receive a formal written offer from IFM Investors before the Partnership would consider re-opening due diligence access to IFM Investors and its representatives. Mr. Cemm then requested details on certain specific diligence items, to facilitate the making of a formal offer by IFM Investors.

On December 18, 2018, the Partnership announced that it had completed its divestiture of a package of non-integrated domestic pipeline and terminal assets for cash proceeds of $450 million.

On December 19, 2018, the Partnership held a regularly-scheduled meeting of the Board. Mr. St.Clair and Mr. Kevin J. Goodwin, Vice President and Treasurer of the Partnership, along with senior leadership of the Partnership, presented to the Board the updated business and financial outlook of the Partnership which had been

prepared in the ordinary course as part of the Partnership’s annual budget and financial review process. The financial information presented to the Board included an updated five-year financial forecast for the Partnership, taking into account the Partnership’s recently announced strategic transactions and developments in the industry to date (the “Initial 2019 Management Case”). Following discussion among the Board and members of the Partnership’s management, the Board approved the Initial 2019 Management Case in connection with the Partnership’s annual budget and financial review process.

On January 17, 2019, the Partnership announced that it had completed the sale of its equity interest in VTTI to Vitol and IFM GIF.

On January 17, 2019, Mr. Smith and Mr. St.Clair received a non-binding proposal letter from Mr. Cemm of IFM Investors as principal advisor to IFM GIF, proposing an all-cash acquisition of 100% of the Partnership by IFM GIF at a price of $37.50 per Partnership Unit (the “January 17 Proposal”). The January 17 Proposal indicated that it remained subject to due diligence and the negotiation of a satisfactory definitive agreement, and also requested that the Partnership enter into exclusive negotiations with IFM Investors with respect to the proposed transaction. The closing price of the Partnership Units on the NYSE on January 17, 2019 was $31.82 per Partnership Unit.

On January 23, 2019, Mr. Cemm, Mr. Teh and Mr. Sparrow met with Mr. Smith and Mr. St.Clair at the Partnership’s headquarters in Houston, Texas to provide additional detail about the January 17 Proposal to Mr. Smith. Mr. Smith informed Mr. Cemm that the Partnership was not actively seeking a transaction but that the Board would consider the January 17 Proposal at an upcoming meeting.

On January 25, 2019, Mr. Smith, Mr. St.Clair and Mr. Muslih met with representatives of a financial sponsor (“Company G”) at the Partnership’s headquarters in Houston, Texas, at which meeting such representatives indicated Company G’s preliminary interest in a potential transaction with the Partnership. The representatives of Company G indicated that, if Company G had interest in pursuing whether a potential transaction with the Partnership would be feasible, a confirmation of Company G’s interest would follow in writing.

On January 30, 2019, the Partnership held a special meeting of the Board, with representatives of the Partnership’s management, Intrepid, Wells Fargo Securities and Cravath participating. Representatives of Cravath reviewed for the Board directors’ obligations under the Limited Partnership Agreement and other legal matters relating to the Board’s review of the proposal received from IFM Investors. Mr. Smith provided an update to the Board on the status of the ongoing discussions with IFM Investors and on the preliminary outreach made by Company G to the Partnership. Mr. Smith, along with representatives of the Partnership’s management, then reviewed with the Board an updated outlook on the Initial 2019 Management Case, including weaker than expected performance at the start of 2019 and certain other downside risks to the financial outlook for the Partnership. Representatives of Intrepid and Wells Fargo Securities then reviewed their initial views and analyses of the potential benefits and considerations of the January 17 Proposal from IFM Investors, including (i) a review of the actions taken by the Partnership to date, including the results of the Partnership’s strategic review, (ii) an update on the MLP sector and continued investor pressure for lower leverage and higher distribution coverage and the sector’s limited access to capital and (iii) a preliminary financial analysis on the valuation of the Partnership and the January 17 Proposal. Following further discussion and consideration, the Board directed Mr. Smith to advise IFM Investors of the Board’s belief that the January 17 Proposal did not adequately value the Partnership and that a revised proposal from IFM Investors more in line with the Consortium Proposal could form the basis for further meaningful engagement between the parties. The Board directed Mr. Smith to inform IFM Investors that the Partnership would enter into a confidentiality agreement with IFM Investors and re-open the electronic data room for a limited period of time in order to facilitate an improved proposal from IFM Investors. The Board further determined it was not in the best interest of the Partnership to grant IFM Investors exclusivity in discussions at this time.

On January 31, 2019, Mr. Smith spoke with Mr. Cemm by phone to convey the Board’s views on the January 17 Proposal and the messages discussed at the January 30 meeting. Mr. Smith also stated that the Partnership’s legal team was working on an updated confidentiality agreement and that the Partnership would be willing to reopen due diligence access for IFM Investors to facilitate an improved offer. Mr. Cemm indicated that he did not believe IFM Investors would be able to propose a price in the range specified in the Consortium Proposal but that IFM Investors would review their January 17 Proposal and consider if they could propose a higher offer price. Mr. Cemm also stated that IFM Investors was planning to wait for the release of the Partnership’s earnings report for the fourth quarter of 2018 on February 8, 2019 before providing a response.

On February 4, 2019, Mr. Smith received an unsolicited non-binding indication of interest from Company G proposing an all-cash acquisition of 100% of the Partnership by Company G and additional equity investors at a price ranging from $38.00 to $40.00 per Partnership Unit, together with materials identifying Company G’s key considerations for the proposed transaction. The proposal from Company G indicated that it would be financed using a combination of debt and equity financing but would require equity financing from multiple additional investors, and remained subject to due diligence and the negotiation of definitive documentation. The closing price of the Partnership Units on the NYSE on February 4, 2019 was $30.78 per Partnership Unit.

On February 4, 2019, the Partnership entered into a confidentiality agreement with IFM Investors relating to a possible negotiated transaction among the parties, which contained customary standstill provisions that would automatically terminate upon the entry by the Partnership into a definitive acquisition agreement with a third party. Also on February 4, 2019, Mr. Cemm delivered to representatives of the Partnership’s management an initial confirmatory due diligence request list addressing key items to assist in IFM Investors’ ongoing assessment of its proposal for the Partnership.

On February 6, 2019, the Partnership held a regularly-scheduled meeting of the Board, with representatives of the Partnership’s management and Cravath participating. Mr. Smith provided an update to the Board on the non-binding indication of interest received from Company G and the status of the ongoing discussions with IFM Investors. Members of the Partnership’s management reviewed certain financial analyses in connection with the January 17 Proposal with the Board, including certain sensitivity analyses on the Partnership’s projected EBITDA and a comparison against an illustrative sale and reinvestment of a Partnership Unit by a unitholder. Mr. St.Clair reviewed with the Board an updated analysis of a potential conversion of the Partnership to a C-Corporation that had been conducted in the summer of 2018. Following further discussion and consideration of these analyses, the Board requested that the Partnership’s management and advisors prepare certain additional financial analyses to facilitate the Board’s review of the January 17 Proposal and the indication of interest received from Company G.

On February 8, 2019, the Partnership entered into a confidentiality agreement with Company G relating to a possible negotiated transaction among the parties, which contained customary standstill provisions that would automatically terminate upon the entry by the Partnership into a definitive acquisition agreement with a third party. Later on February 8, 2019, Company G provided the Partnership with a list of its high-priority due diligence requests.

On February 11, 2019, Mr. Cemm provided representatives of the Partnership’s management with additional high-priority due diligence requests in order to facilitate the submission of an improved proposal to acquire the Partnership.

During the weeks of February 12, 2019 and February 18, 2019, Mr. Smith and Mr. St.Clair held discussions with representatives of Company G. During such discussions, Mr. Smith and Mr. St.Clair informed such representatives that Company G’s proposal should not be subject to a financing contingency or similar requirement to arrange a consortium of additional equity investors. Company G subsequently indicated that they were limiting the scope of their due diligence on the Partnership and did not make any subsequent proposals to the Partnership.

On March 1, 2019, Mr. Cemm delivered to Mr. Smith and Mr. St.Clair a revised non-binding proposal letter, proposing an all-cash acquisition of 100% of the Partnership by IFM GIF at a price of $39.75 per Partnership Unit (the “March 1 Proposal”). The March 1 Proposal was accompanied by a statement regarding IFM GIF’s equity capacity to consummate the proposed transaction and indicated that the proposed transaction was not subject to any financing contingency and remained subject to confirmatory due diligence and the negotiation of satisfactory transaction document. The March 1 Proposal also requested a 35-day exclusivity period to continue to engage in discussions. The closing price of the Partnership Units on the NYSE on March 1, 2019 was $32.76 per Partnership Unit.

On March 4, 2019, the Partnership held a special meeting of the Board, with representatives of the Partnership’s management, Intrepid, Wells Fargo Securities and Cravath participating. Representatives of Wells Fargo Securities reviewed and discussed with the Board the terms of the March 1 Proposal and its preliminary financial analysis of the Partnership’s standalone valuation and the proposed transaction with IFM GIF. Representatives of Intrepid and Wells Fargo Securities reviewed with the Board the recent performance of the Partnership Units, the Partnership’s market and industry positioning and various challenges faced by the Partnership and other publicly traded MLPs, including public investors’ focus on scale, certainty of results, strong balance sheets and self-funding models. Representatives of Intrepid and Wells Fargo Securities then reviewed the history of discussions held by the Partnership over the past twelve months with a range of strategic companies and financial sponsors, including the discussions in 2018 with the Consortium, Company D, Company E and Company F and the discussions in 2019 with Company G, and an analysis of the current landscape of potential alternative strategic and financial counterparties that may have an interest in pursuing a strategic transaction with the Partnership. Members of the Partnership management also reviewed with the Board certain financial analyses, including a comparison against an illustrative sale and reinvestment of a Partnership Unit by a unitholder. Following discussion among the Board and the Partnership’s management and advisors regarding potential paths forward with respect to IFM Investors, the Board then held an executive session to continue its consideration of its response to the March 1 Proposal. Upon conclusion of the executive session, the Board directed Mr. Smith to convey to IFM Investors that the March 1 Proposal did not adequately value the Partnership and the Partnership would not grant exclusivity to IFM Investors at this time but that the Board would consider an improved proposal from IFM Investors in the area of $42.50 per Partnership Unit that more appropriately reflected the Partnership’s growth opportunities, the substantial cost savings that could be achieved as a private entity and the significant value arising from certain anticipated sales of real estate by the Partnership. The closing price of the Partnership Units on the NYSE on March 4, 2019 was $33.00 per Partnership Unit.

Following the conclusion of the meeting of the Board, Mr. Smith spoke with Mr. Cemm by phone to convey the Partnership’s request for an improved proposal in the area of $42.50 per Partnership Unit, reiterating significant growth opportunities for the Partnership, as well as certain complementary transactions that the Partnership was considering in the ordinary course that it believed would further increase the overall value of the Partnership to IFM Investors. Mr. Cemm responded that IFM Investors would need some time to consider the Partnership’s request, but indicated that IFM Investors would endeavor to expedite its remaining due diligence activities although he anticipated that its expected timeline could not be meaningfully shortened.

On March 11, 2019, the Partnership held a special executive session of the Board, without the participation of the Partnership’s management or advisors, to further discuss the proposal from IFM Investors and to identify any further analyses that the Board would require from the Partnership’s management or advisors to facilitate the Board’s assessment of the March 1 Proposal. The Board reviewed the various steps taken by the Partnership prior to and during 2018 to evaluate various strategic options available to the Partnership, including discussions with several potential counterparties, in order to identify any further strategic options that should be evaluated by the Board with the assistance of the Partnership’s management and advisors and discussed the current state of the Partnership’s businesses and strategic plans.

On March 15, 2019, Mr. Cemm delivered to Mr. Smith and Mr. St.Clair a revised non-binding proposal letter, proposing an all-cash acquisition of 100% of the Partnership by IFM GIF at a price of $40.50 per

Partnership Unit, which indicated that this proposal represented IFM Investors’ best and final offer with respect to a proposed transaction (the “March 15 Proposal”). The March 15 Proposal was not subject to any financing contingency but remained subject to the completion of confirmatory due diligence and the negotiation of satisfactory definitive agreements, as well as approval of the transaction by both the Board and IFM Investors’ internal investment committees. The closing price of the Partnership Units on the NYSE on March 15, 2019 was $34.34 per Partnership Unit.

On March 18, 2019, the Partnership held a special meeting of the Board, with representatives of Cravath participating. At the meeting, the Board reviewed a comparison of the Initial 2019 Management Case with a version of the 2018 Management Case that had been updated by the Partnership’s management to exclude the financial impact of both the Partnership’s equity interest in VTTI and the divestiture of the package of non-integrated domestic pipeline and terminal assets (the 2018 Management Case, as so updated, the “Updated 2018 Management Case”) (for more information, see the section entitled “—Financial Forecasts”), including the assumptions underlying these financial forecasts, and discussed a variety of upside and downside factors to the financial forecasts. The Board also reviewed and discussed certain financial analyses of the Partnership’s standalone value and the March 15 Proposal based on the Updated 2018 Management Case and the Initial 2019 Management Case, including illustrative sum-of-the-parts analyses and a comparison against an illustrative sale and reinvestment of a Partnership Unit by a unitholder. Following these discussions, the Board identified additional sensitivity analyses and financial analyses to be requested from the Partnership’s management and advisors to assist the Board in evaluating the March 15 Proposal.

On March 25, 2019, the Partnership held a special meeting of the Board, with representatives of the Partnership’s management, Intrepid, Wells Fargo Securities and Cravath participating. Mr. Smith provided an update on the latest discussions with IFM Investors, including an overview of the March 15 Proposal and the increases in IFM Investors’ proposed offer price since the January 17 Proposal. Representatives of Cravath then reviewed with the Board the directors’ obligations under the Limited Partnership Agreement and other legal matters relating to the Board’s review of the March 15 Proposal. Representatives of Wells Fargo Securities reviewed and discussed with the Board the terms of the March 15 Proposal and its preliminary financial analysis of the Partnership’s standalone valuation and the proposed transaction with IFM GIF. Members of the Partnership management also reviewed with the Board certain financial analyses requested by the Board at the March 18 meeting, including analyses based on applying the growth rate from the Updated 2018 Management Case to the forecasted 2019 results from the Initial 2019 Management Case, a comparison against an illustrative sale and reinvestment of a Partnership Unit by a unitholder based on these financial forecasts and certain illustrative analyses of various tax considerations. Representatives of Cravath then reviewed for the Board certain legal considerations in connection with a potential transaction with IFM GIF, including illustrative deal structures and certain key merger agreement terms and considerations. The Board then convened an executive session to discuss the March 15 Proposal and the various analyses presented by the Partnership’s management and advisors. During the discussions at the executive session, directors expressed a variety of different perspectives on the March 15 Proposal, including several directors who expressed concerns about the proposed value offered by IFM Investors compared to the standalone value of the Partnership based on the information reviewed to date. Following extensive discussion and consideration, the Board determined that it would be in the best interest of the Partnership to proceed with finalizing confirmatory due diligence and negotiating a definitive merger agreement with IFM Investors in order to have a near final transaction for the Board’s review and consideration. Notwithstanding differing views on the proposed value offered by IFM Investors, the directors agreed that their support for a final transaction would depend on the totality of the deal terms negotiated with IFM Investors, including obtaining favorable transaction terms and the ability to accept a superior proposal from a third party after entering into a transaction with IFM GIF. Following the executive session, the Board directed the Partnership’s management and legal advisors to proceed with completing due diligence and negotiating a merger agreement with IFM Investors but to advise IFM Investors that the Board’s assessment of whether to approve the transaction with IFM GIF would require an increase in the proposed offer price from IFM Investors and obtaining favorable merger agreement terms, including a low termination fee payable by the Partnership in order to accept a superior proposal after signing a transaction.

On March 27, 2019, Mr. Smith, Mr. St.Clair and Mr. Muslih met in person with Mr. Cemm, Mr. Teh and Mr. Sparrow to convey that the Board had still not arrived at a view that the proposed offer price included in the March 15 Proposal adequately reflected the value of the Partnership, but that the Partnership was willing to proceed with finalizing IFM Investors’ due diligence review and negotiating a definitive merger agreement in order to be able to fully assess all terms associated with a final transaction proposal from IFM Investors. At this meeting, Mr. Smith, Mr. St.Clair and Mr. Muslih also discussed with representatives of IFM Investors the importance of the Partnership obtaining favorable transaction terms, in particular, with respect to deal protection.

On March 28, 2019, representatives of IFM Investors provided Mr. Russo with a supplementary due diligence request list covering various topics. From March 28, 2019 through the execution of the merger agreement on May 10, 2019, representatives of IFM Investors and the Partnership, together with Cravath and each of White & Case LLP (“White & Case”) and Baker Botts LLP (each, outside counsel to IFM Investors) conducted multiple due diligence calls and exchanged supplemental correspondence relating to corporate, regulatory, legal, environmental, labor, employment, compliance and assorted other due diligence matters in connection with the completion of IFM Investors’ confirmatory due diligence review of the Partnership.

On April 3, 2019, Mr. Russo delivered an initial draft merger agreement to representatives of IFM Investors.

On April 10, 2019, the Partnership held a regularly-scheduled meeting of the Board, with representatives of the Partnership’s management and Cravath participating for a portion of the meeting. Representatives of the Partnership’s management provided a brief update on the status of due diligence and the ongoing negotiations with IFM Investors. Representatives of Cravath then discussed an illustrative timeline for the transaction based on the status of discussions to date. The Board agreed that they would be available to reconvene as needed for further updates based on the ongoing progress of the discussions with IFM Investors.

On April 12, 2019, Mr. St.Clair discussed with Mr. Cemm the Partnership’s anticipated 2019 EBITDA as compared to the 2019 EBITDA projection included in the 2018 Management Case.

On April 15, 2019, Mr. Cemm communicated to Mr. St.Clair that IFM Investors was requesting additional financial detail to bridge the Partnership’s updated EBITDA expectations for 2019 discussed on April 12, 2019 from the financial forecasts for 2019 included in the 2018 Management Case. In the days following April 15, 2019, Mr. St.Clair provided such additional financial detail to Mr. Cemm.

On April 17, 2019, representatives of White & Case delivered a revised draft of the merger agreement to representatives of Cravath.

On April 22, 2019, Mr. Smith, Mr. St.Clair and Mr. Muslih conducted a call with Mr. Cemm on which they sought confirmation of the timing for IFM Investors’ receipt of its internal committee’s approvals and completion of due diligence and further information on IFM Investors’ financing plans. Mr. Smith and Mr. St.Clair also raised concerns regarding certain terms in the draft merger agreement mark-up provided by IFM Investors, including deal protection provisions, and indicated that these terms would need to be resolved in a manner satisfactory to the Partnership. Mr. Cemm also indicated his confidence that the timing and other considerations noted by Mr. Smith and Mr. St.Clair could be resolved in a satisfactory manner.

Later on April 22, 2019, Mr. Smith conducted a call with Mr. Cemm during which Mr. Cemm indicated to Mr. Smith that IFM Investors would be willing to consider increasing its offer price to $41.50 per Partnership Unit (the “April 22 Proposal”), subject to satisfactory completion of confirmatory due diligence, negotiation of customary and reasonably satisfactory definitive documents and approval of IFM Investors’ internal investment committees. Mr. Cemm, Mr. Smith and Mr. St.Clair also discussed progress of the transaction and next steps for finalizing negotiations on the merger agreement and related documentation. The closing price of the Partnership Units on the NYSE on April 22, 2019 was $33.61 per Partnership Unit.

On April 24, 2019, the Partnership held a special meeting of the Board, with representatives of the Partnership’s management and Cravath participating. Mr. Smith provided an update on the status of due diligence and the latest discussions with IFM Investors, including the April 22 Proposal conveyed by Mr. Cemm. Representatives of Cravath reviewed for the Board certain key terms and conditions included in the draft merger agreement under negotiation with IFM Investors, including with respect to deal protection, closing conditions, termination fees and IFM Investors’ proposed financing structure, including an equity commitment letter, debt commitment letter and limited guarantee. Mr. St.Clair then discussed with the Board an updated set of financial projections for the 2019 fiscal year, which had been prepared as part of the Partnership’s regular review of its financial results for the first quarter of 2019, taking into consideration the Partnership’s actual results for the first quarter of 2019 and an updated outlook for the remaining portion of 2019 (the “2019 Projections”), which had been made available to IFM Investors on April 18, 2019 pursuant to IFM Investors’ requests for additional financial detail, as well as certain sensitivity analyses based on the 2019 Projections. The Board then reviewed various considerations with respect to the path forward for the Partnership, including the benefits and risks of remaining a standalone company compared with pursuing a transaction with IFM GIF. The Board then convened an executive session, with Cravath participating, to further discuss the potential transaction with IFM GIF. During the discussions at the executive session, directors expressed a variety of different perspectives on the April 22 Proposal and discussed certain additional analyses of the April 22 Proposal to be prepared by the Partnership’s management to facilitate the Board’s evaluation of the improved offer from IFM Investors. Following extensive discussion and consideration, the Board determined that it would be in the best interest of the Partnership to continue to allow IFM Investors to finalize confirmatory due diligence and the negotiation of a definitive merger agreement with IFM GIF. During the executive session, the Board also discussed a proposal from certain directors that the Board conduct one-on-one conversations with the leadership of the Partnership’s business units to explore any potential upside and downside in each of the business units, which the Board scheduled to occur at the Board’s regularly scheduled meetings on April 30, 2019 and May 1, 2019.

On April 25, 2019, representatives of Cravath delivered a revised draft of the merger agreement to representatives of White & Case.

On April 30, 2019, the Partnership held a regularly-scheduled meeting of the Board, with Mr. St.Clair, Mr. Gary L. Bohnsack, Vice President, Controller and Chief Accounting Officer of the General Partner, and other representatives of the Partnership’s management, Intrepid and Cravath participating for a portion of the meeting. Representatives of Intrepid reviewed for the Board an update on the trading performance of the Partnership and certain selected peers, as well as an update on the continued pressure from investors in midstream MLPs across the industry. At the meeting, the Board conducted the previously requested one-on-one conversations with the leadership of the Partnership’s business units regarding the Partnership’s prospective standalone plan and strategic plan. The Board adjourned the meeting until the following day.

On May 1, 2019, the Board reconvened its regularly-scheduled meeting of the Board, with representatives of the Partnership’s management, Intrepid, Wells Fargo Securities and Cravath for a portion of the meeting. Mr. St.Clair reviewed with the Board an updated five-year financial forecast for the Partnership that reflected the 2019 Projections that had been shared with the Board at the April 24 meeting for fiscal year 2019 and the Initial 2019 Management Case for the fiscal years 2020 through 2023 (the “2019 Management Case”) (for more information, see the section entitled “—Financial Forecasts”). Following discussion of the 2019 Management Case and the assumptions underlying the financial forecast, the Board authorized the 2019 Management Case for use by the Board in evaluating the potential transaction with IFM GIF and by Wells Fargo Securities in its financial analysis in connection with its delivery of a fairness opinion. Representatives of Wells Fargo Securities reviewed and discussed with the Board the terms of the April 22 Proposal and its preliminary financial analysis of the Partnership’s standalone valuation and the proposed transaction with IFM GIF. Representatives of the Partnership’s management reviewed certain financial analyses based on the 2019 Management Case, including a comparison against an illustrative sale and reinvestment of a Partnership Unit by a unitholder and various sensitivity analyses on the comparison. At the request of the Board, the Partnership’s financial advisors also reviewed the current status of various other potential strategic counterparties, noting which counterparties had

already been in discussions with the Partnership during the past year and which were unlikely to make a proposal given various circumstances they were facing at the time. The Board then convened an executive session to discuss the feedback received from the one-on-one conversations and the various analyses presented at the meeting. The Board also discussed a potential outreach to other potentially interested parties but concluded that, based on the risk of potential leaks, the potential impact on the ongoing negotiations with IFM Investors, the history of discussions between the Partnership and various potentially interested parties during the past year, the low likelihood of other potential counterparties being interested in a transaction at this time and the ability for the Board to evaluate takeover proposals received after signing a definitive merger agreement, it would not be in the best interest of the Partnership to conduct any additional outreach. Following these discussions, the Board directed the Partnership’s management and advisors to finalize the negotiations of the potential transaction with IFM GIF for review and approval by the Board.

On May 2, 2019, representatives of White & Case delivered a revised draft of the merger agreement to representatives of Cravath.

On May 5, 2019, representatives of Cravath delivered a revised draft of the merger agreement to representatives of White & Case.

From May 6, 2019 to May 8, 2019, representatives of the Partnership, IFM Investors and their respective legal counsel, including Cravath and White & Case, met in person to negotiate the terms of the draft merger agreement and the draft equity financing letter and limited guarantee from the IFM Fund Trustee.

On May 8, 2019, the Partnership held a special meeting of the Board, with representatives of the Partnership’s management and Cravath participating. Members of the Partnership’s management provided an update on the status of the ongoing negotiations with IFM Investors. Representatives of Cravath then reviewed for the Board certain key terms and conditions included in the draft merger agreement under negotiation with IFM Investors. The Board reiterated its requirement that the termination fee payable by the Partnership be low and directed the Partnership’s management and advisors to seek to finalize the definitive documentation for a transaction with IFM GIF accordingly.

On May 8, 2019, Mr. St.Clair, Mr. Muslih and Mr. Russo held a discussion with Mr. Cemm on the open points on the draft merger agreement. Mr. St.Clair, Mr. Muslih and Mr. Russo reiterated to IFM Investors the Board’s views on maintaining a low termination fee. Later that day, Mr. Cemm indicated that IFM Investors would consider a termination fee for the Partnership of 2% of transaction equity deal value and a reverse termination fee for IFM Investors of 6% of transaction equity deal value. Mr. St.Clair and Mr. Muslih indicated that they would discuss with the Board.

On May 9, 2019, the Partnership held a special meeting of the Board, with representatives of the Partnership’s management and Cravath participating. Mr. Smith, Mr. St.Clair and Mr. Muslih provided an update on the status of the latest discussions with IFM Investors. Mr. St.Clair presented an analysis prepared by Wells Fargo Securities on the valuation on a per Partnership Unit basis that other potential counterparties to a Partnership-level transaction may be able to provide. Members of the Partnership’s management reviewed certain financial analyses prepared by management in connection with the April 22 Proposal with the Board, including certain sensitivity analyses on the Partnership’s projected EBITDA and a comparison against an illustrative sale and reinvestment of a Partnership Unit by a unitholder. Representatives of Cravath then provided an update for the Board on the status of discussions over certain key terms of the draft merger agreement, including the Partnership’s termination fee and IFM GIF’s reverse termination fee. Mr. Russo also informed the Board that Wells Fargo Securities had provided to the Board updated disclosure regarding any relationships between Wells Fargo Securities and each of the Partnership and IFM Investors. The Board and its advisors then discussed the process for finalizing the definitive merger agreement and, if the Board were to approve a transaction with IFM GIF, for executing and announcing a transaction. The Board then directed representatives of the Partnership’s management and Cravath to continue to finalize the definitive documentation with IFM Investors to present a final proposal for review by the Board.

From May 9, 2019 to May 10, 2019, representatives of the Partnership, IFM Investors and their respective outside advisors, including Cravath and White & Case, exchanged drafts of the merger agreement and the equity financing letter and limited guarantee to be provided by the IFM Fund Trustee, and conducted various conference calls to finalize the draft merger agreement and any ancillary documentation.

On May 10, 2019, the Partnership held a special meeting of the Board, with representatives of the Partnership’s management, Intrepid, Wells Fargo Securities and Cravath participating, to review and approve the proposed transaction with IFM GIF. Representatives of Cravath reviewed the directors’ obligations under the Limited Partnership Agreement and other legal matters in connection with the Board’s consideration of the proposed transaction and reviewed with the Board the terms of the proposed merger agreement and the financing for the transaction, including the equity financing letter, debt commitment letter and limited guarantee from the IFM Fund Trustee. Representatives of Wells Fargo Securities then reviewed and discussed its financial analyses with respect to the Partnership and the proposed merger. Thereafter, at the request of the Board, Wells Fargo Securities rendered its oral opinion to the Board and the Nominating and Corporate Governance Committee (which was subsequently confirmed in writing by delivery of Wells Fargo Securities’ written opinion dated the same date) as to, as of May 10, 2019, the fairness, from a financial point of view, to the holders of Partnership Units (other than the Partnership, Parent and its affiliates and, pursuant to certain conditions set forth in the merger agreement, ServiceCo), of the merger consideration in the proposed merger pursuant to the merger agreement. After discussion, the Nominating and Corporate Governance Committee convened and (i) unanimously (1) determined that the execution, delivery and performance by each of the Partnership and the General Partner of the merger agreement and the consummation by each of the Partnership and the General Partner of the transactions contemplated by the merger agreement are in the best interests of the Partnership; and (2) approved the merger agreement and the consummation by each of the Partnership and the General Partner of the transactions contemplated by the merger agreement; and (ii) recommended that the Board approve the merger agreement and the consummation by each of the Partnership and the General Partner of the transactions contemplated thereunder. The full Board then reconvened and, after receiving the recommendation of the Nominating and Corporate Governance Committee and advice from the Partnership’s management and outside financial and legal advisors, and after careful discussion and due consideration, including of the alternative strategic options available to the Partnership at that time and the terms and conditions of the merger agreement, the merger and the other transactions contemplated by the merger agreement, unanimously (a) determined that the merger agreement and the consummation of the transactions contemplated thereby are in the best interests of the Partnership; (b) authorized and approved the execution, delivery and performance by each of the Partnership and the General Partner of the merger agreement and the consummation of the transactions contemplated thereby; (c) approved the merger and the merger agreement; (d) directed that the approval of the merger agreement and the transactions contemplated thereby be submitted to the limited partners at a special meeting of limited partners; and (e) recommended that the limited partners vote their Partnership Units to approve the merger agreement and the transactions contemplated thereby at a special meeting of limited partners.

Prior to the commencement of trading of the Partnership Units on the NYSE on May 10, 2019, the Partnership, Parent and Merger Sub entered into the merger agreement and IFM Investors and the Partnership issued a joint press release announcing the merger and the execution of the merger agreement. The closing price of the Partnership Units on the NYSE on May 9, 2019 (the last trading day before announcement of the merger) was $32.55 per Partnership Unit.

Recommendation of the Board

in the best interests of the Partnership; (2) approved the merger agreement and the consummation by each of the Partnership and the General Partner of the transactions contemplated by the merger agreement, which approval constitutes “Special Approval” under the Limited Partnership Agreement; and (3) recommended that the Board approve the merger agreement and the consummation by each of the Partnership and the General Partner of the transactions contemplated thereunder.

At the special meeting of the Board on May 10, 2019, after receiving advice from the Partnership’s management and outside financial and legal advisors and the recommendation of the Nominating and Corporate Governance Committee, and after due and careful discussion and consideration, including of the terms and conditions of the merger agreement, the merger and the other transactions contemplated by the merger agreement, the Board unanimously:

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determined that the merger agreement and the consummation of the transactions contemplated thereby are in the best interests of the Partnership;

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authorized and approved the execution, delivery and performance by each of the Partnership and the General Partner of the merger agreement and the consummation of the transactions contemplated thereby;

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approved the merger and the merger agreement;

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directed that the approval of the merger agreement and the transactions contemplated thereby be submitted to the limited partners at a special meeting of limited partners; and

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recommended that the limited partners vote their Partnership Units to approve the merger agreement and the transactions contemplated thereby at a special meeting of limited partners.

Reasons for the Merger

As described above in the section entitled “—Background of the Merger”, prior to and in reaching its determination, the Board consulted with and received the advice of its financial advisors and outside legal counsel, discussed certain issues with the Partnership’s management and considered a variety of factors weighing positively in favor of the merger, including the following material factors:

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the $41.50 to be paid in cash for each Partnership Unit, which represented a premium of approximately 27.5% over the closing price of the Partnership Units of $32.55 on May 9, 2019 (the last trading day before announcement of the proposed merger) and a premium of approximately 31.9% to the Partnership’s volume-weighted average unit price since November 1, 2018 (the last trading day before the Partnership’s announcement of the results of its prior comprehensive review of strategic options);

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the Board’s understanding of the Partnership’s business, operations, financial condition, earnings, prospects, competitive position and the nature of the industry in which the Partnership and its subsidiaries compete, as well as the Partnership’s historical and projected financial performance;

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the Board’s understanding of the risks, uncertainties and challenges faced by the Partnership and the industry in which the Partnership competes, including the potential downside that the Partnership would face if it continued to operate on a standalone basis and the challenges of continuing to operate as an MLP. These risks, uncertainties and challenges include the cautionary discussion of risks and uncertainties detailed in Part I, Item 1A, “Risk Factors” and Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of Buckeye’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 (as filed with the SEC on February 15, 2019);

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the Board’s understanding of the risks, uncertainties and challenges faced by MLPs in accessing capital, including in the public markets, and investor sentiment around leverage ratios and distribution coverage ratios for MLPs;

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the financial analyses reviewed and discussed with the Board and the Nominating and Corporate Governance Committee by representatives of Wells Fargo Securities, as well as the oral opinion of

Wells Fargo Securities rendered to the Board and the Nominating and Corporate Governance Committee on May 10, 2019 (which was subsequently confirmed in writing by delivery of Wells Fargo Securities’ written opinion dated the same date) that as of May 10, 2019 and based upon and subject to the assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken by Wells Fargo Securities in preparing its opinion, the merger consideration to be paid to the holders of Partnership Units, other than the “excluded units” (as defined in the section entitled “—Opinion of the Partnership’s Financial Advisor”), in the merger pursuant to the merger agreement is fair, from a financial point of view, to such holders, as more fully described in the section entitled “—Opinion of the Partnership’s Financial Advisor” beginning on page 57;

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the Board’s assessment, taking into account the foregoing factors, of the Partnership’s value on a standalone basis relative to the $41.50 per Partnership Unit to be paid in cash in the merger;

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the Board’s assessment of the results of certain sensitivity analyses based on the Partnership’s projected EBITDA and a comparison against an illustrative sale and reinvestment of a Partnership Unit by a unitholder;

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the possibility that it could take a considerable period of time before the trading price of the Partnership Units would reach and sustain at least the offer price of $41.50 per Partnership Unit, as adjusted for present value;

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the extensive, arm’s-length negotiations with IFM Investors which, among other things, resulted in an increase in the merger consideration to $41.50 per Partnership Unit from IFM Investors’ prior all-cash proposals of $40.50, $39.75 and $37.50 per Partnership Unit, as described above in the section entitled “—Background of the Merger” and the Board’s belief that $41.50 per Partnership Unit was the highest price that IFM Investors would be willing to pay in connection with the merger;

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the fact that the consideration to be paid by Parent is all cash, which provides certainty, value and liquidity to the holders of Partnership Units, while avoiding long-term business risk, including the risks and uncertainties relating to the Partnership’s prospects (including the prospects described in the management’s financial forecasts summarized in the section entitled “—Financial Forecasts”), immediately upon the consummation of the merger;

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the fact that the Partnership engaged in, or attempted to initiate, discussions regarding a potential sale transaction with numerous strategic and financial parties, including giving such parties the opportunity to conduct due diligence in order to facilitate increases in any offers initially made, none of which had expressed a willingness to continue to pursue an acquisition of the Partnership (as described under the section entitled “—Background of the Merger”);

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the fact that the Partnership and its financial advisors had discussions with numerous parties prior to the Partnership’s entry into the merger agreement with Parent and that, as of May 10, 2019, none of those parties was willing to move forward with a proposal for a potential transaction with the Partnership;

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the Board’s belief, informed by the Board’s publicly announced comprehensive review of strategic options launched in August 2018, including its assessment of a potential conversion of the Partnership to a C-Corporation, that the Partnership’s stand-alone strategic plan involved significant risks in light of the industry and competitive pressures facing the Partnership and MLPs generally and the Board’s concerns with respect to the risks relating to the Partnership’s ability to execute on its strategic plan including the possibility that the strategic plan may not produce the intended results on the targeted timing or at all;

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the fact that the merger is not subject to approval by Parent’s member;

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IFM Investors’ track record in successfully acquiring other companies, IFM GIF’s capitalization and consolidated financial strength, and the fact that Parent has received debt financing commitments for loans in an aggregate principal amount of up to $2,850 million and an equity financing commitment for

an aggregate amount of $4,255 million in cash to consummate the merger and the Partnership’s ability to seek specific performance to prevent breaches of the merger agreement and, subject to certain qualifications, to enforce specifically the terms of the merger agreement and the equity financing commitment;

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the fact that unitholders will continue to be entitled to receive regular quarterly cash distributions declared by the Board that are paid on a date prior to the closing of the merger in respect of the Partnership Units in an amount up to $0.75 per Partnership Unit;

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the provisions of the merger agreement requiring Parent to use its reasonable best efforts to arrange and obtain alternative debt financing from alternative debt sources if any portion of the debt financing becomes unavailable upon terms and conditions not less favorable to Parent or the Partnership than the terms and conditions of the debt commitment letter;

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the provisions of the merger agreement that permit the Partnership to explore an unsolicited superior proposal, including:

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the Partnership’s ability to furnish information to and engage in negotiations with third parties that have made an unsolicited takeover proposal that is a superior proposal or could reasonably be expected to result in a superior proposal, as more fully described in the section entitled “The Merger Agreement—No Solicitation; Board Recommendation” beginning on page 96;

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the Board’s ability to consider, and under certain conditions, to accept, a superior proposal if failure to do so would be inconsistent with the Board’s or the applicable committee’s contractual obligations under the Limited Partnership Agreement or obligations under applicable law that are applicable to the Board or the applicable committee, to the extent not waived or otherwise modified or eliminated, and the Partnership’s corresponding right to terminate the merger agreement upon the payment of a termination fee of $130 million to Parent in order to enter into a definitive agreement providing for such superior proposal; and

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the $130 million termination fee, which the Board believed, after consultation with the Partnership’s advisors, was reasonable and not likely to preclude a superior proposal for a business combination with the Partnership;

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the belief that the terms of the merger agreement, taken as a whole, provide protection against the risk that the consummation of the merger is delayed or that the merger cannot be consummated, including due to required regulatory approvals, based on, among other things:

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the covenants contained in the merger agreement obligating each of the parties to use reasonable best efforts to cause the merger to be consummated;

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the covenant in the merger agreement pursuant to which Parent has agreed to use reasonable best efforts to promptly take all actions necessary to obtain antitrust approval of the merger, including (i) entering into consent decrees or undertakings with a regulatory authority or with any other person; (ii) divesting or holding separate any assets or businesses of the Partnership or its subsidiaries, (iii) terminating existing relationships, contractual rights or obligations of the Partnership or any of its subsidiaries; (iv) terminating any joint venture or other arrangement of the Partnership or any of its subsidiaries; (v) creating any relationship, contractual right or obligation of the Partnership or any of its subsidiaries; (vi) agreeing to any operational restriction, or agreeing to take any action that limits the Partnership’s or any of its subsidiaries’ freedom of action, with respect to any of the services, businesses or assets of the Partnership or any of its subsidiaries; (vii) effectuating any other change or restructuring of the Partnership or any of its subsidiaries, businesses or assets; and (viii) defending through litigation any by any person (including any governmental authority) in order to prevent the entry of, or to have vacated or terminated, any restraint that would prevent, prohibit, restrict or delay the consummation of the transactions contemplated by the merger agreement, except to the extent that taking any such action would result in a “burdensome condition” (which term is described in the

section entitled “The Merger Agreement—Reasonable Best Efforts and Certain Pre-Closing Obligations”);

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the provision of the merger agreement that allows the outside date for completing the merger to be extended to each of February 9, 2020, May 9, 2020 and August 9, 2020, respectively, if the merger has not been consummated by the initial November 9, 2019 deadline because of the conditions relating to obtaining government approvals not having been satisfied prior to such date;

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the Board’s belief that the outside date for consummating the merger under the merger agreement on which either party, subject to certain exceptions, can terminate the merger agreement allows for sufficient time to consummate the merger and the transactions contemplated thereby;

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the absence of a financing condition in the merger agreement;

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the likelihood and anticipated timing of consummating the merger in light of the scope of the conditions to closing;

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the fact that the Partnership is entitled to enforce specifically the terms of the merger agreement and the equity financing letter, subject to certain qualifications; and

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the fact that the IFM Fund Trustee, as trustee for, and out of the funds and other assets of, the Fund, has agreed to guarantee certain obligations of Parent under the merger agreement to pay, under certain circumstances, a reverse termination fee and to reimburse certain expenses incurred by the Partnership if necessary to enforce payment of the reverse termination fee;

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the fact that resolutions approving the merger agreement were unanimously approved by the Board and the Nominating and Corporate Governance Committee, each of which is comprised of a majority of independent directors who are not affiliated with the Partnership and are not employees of the Partnership or any of its subsidiaries;

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the fact that the merger is not conditioned upon any member of the Partnership’s management or Board entering into any employment, equity contribution or other agreement or arrangement with the Partnership, Parent or IFM Investors, and that no such agreement or arrangement existed as of the date of the merger agreement;

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the Board’s ability, under certain circumstances, to withhold or withdraw the Board’s recommendation to the holders of Partnership Units that they vote in favor of approval of the merger agreement and the transactions contemplated thereby;

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the Board’s ability, under certain circumstances, to change its recommendation upon the occurrence of an intervening event, as more fully described in the section entitled “The Merger Agreement—No Solicitation; Board Recommendation” beginning on page 96;

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the belief that the terms of the merger agreement, taken as a whole, including the parties’ representations, warranties and covenants, and the conditions to the parties’ respective obligations, are reasonable;

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the possibility that Parent would pay a termination fee of $390 million upon the termination of the merger agreement under certain circumstances, as more fully described in the section entitled “The Merger Agreement—Termination Fee” beginning on page 107;

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the fact that the affirmative vote of unitholders holding at least a majority of the outstanding Partnership Units entitled to vote thereon at the special meeting of limited partners is required to approve the merger agreement and the transactions contemplated thereby; and

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the risk that pursuing other potential alternatives, including continuing to operate on a standalone basis, could have resulted in the loss of an opportunity to consummate a transaction with Parent.

In the course of its deliberations, the Board also considered a variety of risks and other countervailing factors related to the merger agreement and the merger, including the following material factors:

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the potential upside in the Partnership’s stand-alone strategic plan;

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the possibility that the merger might not be consummated in a timely manner or at all due to a failure of certain conditions, including with respect to the required approval of the transaction by regulatory authorities;

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the risks and costs to the Partnership if the merger does not close in a timely manner or at all, including the potential negative impact on the Partnership’s ability to retain key employees, the diversion of management and employee attention, as well as the potential disruptive effect on the Partnership’s day-to-day operations and the Partnership’s relationships with customers, suppliers and other third parties;

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the fact that the holders of Partnership Units will have no ongoing equity interest in the surviving entity following the merger, meaning that the holders of Partnership Units will not (by virtue of their holding Partnership Units) participate in the Partnership’s future earnings or growth;

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the restrictions on the conduct of the Partnership’s business prior to the consummation of the merger, which may delay or prevent the Partnership from undertaking business opportunities that may arise or any other action that it might otherwise take with respect to the operations and strategy of the Partnership;

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the risk that the parties may incur significant costs and delays resulting from seeking governmental consents and approvals necessary for consummation of the merger;

•

the risk that the Partnership may be unable to obtain the requisite affirmative vote of the holders of the Partnership Units to approve the merger agreement and the transactions contemplated thereby;

•

the provisions of the merger agreement that restrict the Partnership’s ability to solicit or participate in discussions or negotiations regarding alternative business combination transactions, subject to specified exceptions, and that require the Partnership to negotiate with Parent (if Parent desires to negotiate) prior to the Partnership being able to terminate the merger agreement to accept a superior proposal;

•

the possibility that the Partnership’s obligation to pay Parent a termination fee of $130 million upon the termination of the merger agreement under certain circumstances could discourage other potential acquirers from making an alternative proposal to acquire the Partnership;

•

the possibility that the Partnership would be obligated to pay up to $20 million in Parent’s documented out-of-pocket expenses (including all reasonable fees and expenses of counsel, accountants, investment bankers, experts and consultants) in the event the merger agreement is terminated under certain circumstances, as discussed further under the section entitled “The Merger Agreement—Termination Fee” beginning on page 107;

•

the provisions of the merger agreement limiting the Partnership’s available remedies to a termination fee in the event the merger agreement is terminated under certain circumstances;

•

the significant costs involved in connection with negotiating the merger agreement and consummating the merger, including in connection with any litigation that may result from the announcement or pendency of the merger, and the fact that if the merger is not consummated, the Partnership may be required to bear such costs; and

•

the fact that the transaction would be taxable to the Partnership’s unitholders for U.S. federal income tax purposes.

In addition, the Board was aware of and considered the fact that some of the Partnership’s directors and executive officers have interests in the merger that may be different from, or in addition to, the interests of the

Partnership’s unitholders generally, including those interests that are a result of employment and compensation arrangements with the Partnership, as described more fully in the section entitled “—Interests of the Partnership’s Directors and Executive Officers in the Merger” beginning on page 74.

The foregoing discussion of the factors considered by the Board is not intended to be exhaustive, but rather includes the material factors considered by the Board. The Board unanimously (i) determined that the merger agreement and the consummation of the transactions contemplated thereby are in the best interests of the Partnership; (ii) authorized and approved the execution, delivery and performance by each of the Partnership and the General Partner of the merger agreement and the consummation of the transactions contemplated thereby; (iii) approved the merger and the merger agreement; (iv) directed that the approval of the merger agreement and the transactions contemplated thereby be submitted to the limited partners at a special meeting of limited partners; and (v) recommended that the limited partners vote their Partnership Units to approve the merger agreement and the transactions contemplated thereby at a special meeting of limited partners, in light of the various factors described above and other factors that the members of the Board believed were appropriate. In view of the wide variety of factors considered by the Board in connection with its evaluation of the merger and the complexity of these matters, the Board did not consider it practical, and did not attempt, to quantify, rank or otherwise assign relative weights to the specific factors it considered in reaching its decision and did not undertake to make any specific determination as to whether any particular factor, or any aspect of any particular factor, was favorable or unfavorable to the ultimate determination of the Board. Rather, the Board made its recommendation based on the totality of the information available to the Board, including discussions with, and questioning of, the Partnership’s management and its financial and legal advisors. In considering the factors discussed above, individual members of the Board may have given different weights to different factors.

This explanation of the Board’s reasons for recommending the approval of the merger agreement and the transactions contemplated thereby and other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors described in the section of this proxy statement entitled “Cautionary Note Regarding Forward-Looking Statements” beginning on page 23.

Opinion of the Partnership’s Financial Advisor

Pursuant to the Engagement Letter, the General Partner and the Partnership retained Wells Fargo Securities as the financial advisor to the Partnership in connection with a review of potential strategic options, including the proposed merger.

On May 10, 2019, Wells Fargo Securities rendered its oral opinion to the Board and the Nominating and Corporate Governance Committee, which was subsequently confirmed in writing by delivery of Wells Fargo Securities’ written opinion, dated the same date, that, as of May 10, 2019, the merger consideration in the proposed merger pursuant to the merger agreement was fair, from a financial point of view, to the holders of Partnership Units, other than the excluded units. Wells Fargo Securities’ opinion was delivered to the Nominating and Corporate Governance Committee, at the request of the Partnership, in view of Section 14.8 of the Limited Partnership Agreement, which requires that certain transactions, including mergers of the Partnership, be approved by such committee.

Wells Fargo Securities’ opinion was for the information and use of the Board and the Nominating and Corporate Governance Committee (in each case, in its capacity as such) in connection with and for the purposes of their evaluation of the proposed merger. Wells Fargo Securities’ opinion only addressed the fairness, from a financial point of view, to the holders of Partnership Units, other than the excluded units, of the merger consideration in the proposed merger pursuant to the merger agreement and did not address any other aspect or implication of the proposed merger. The summary of Wells Fargo Securities’ opinion in this proxy statement is qualified in its entirety by reference to the full text of its written opinion, which is included as Annex B to this proxy statement and sets forth the procedures followed, assumptions made, matters considered and limitations and qualifications on the review undertaken by Wells Fargo

Securities in connection with the preparation of its opinion. However, neither Wells Fargo Securities’ written opinion nor the summary of its opinion and the related analyses set forth in this proxy statement is intended to be, and they do not constitute, advice or a recommendation to any holder of Partnership Units or any other person as to how such person should vote or act on any matter relating to the proposed merger or any other matter.

In arriving at its opinion, Wells Fargo Securities, among other things:

•

reviewed a draft, dated May 9, 2019, of the merger agreement;

•

reviewed certain publicly available business and financial information relating to the Partnership and the industries in which it operates;

•

compared the financial and operating performance of the Partnership with publicly available information concerning certain other companies that Wells Fargo Securities deemed relevant, and compared current and historic market prices of the Partnership Units with similar data for such other companies;

•

compared the proposed financial terms of the proposed merger with the publicly available financial terms of certain other business combinations that Wells Fargo Securities deemed relevant;

•

reviewed certain internal financial analyses and forecasts for the Partnership (the “Partnership Projections”) prepared by the management of the Partnership;

•

discussed with the management of the Partnership regarding certain aspects of the proposed merger, the business, financial condition and prospects of the Partnership, the effect of the proposed merger on the business, financial condition and prospects of the Partnership, and certain other matters that Wells Fargo Securities deemed relevant; and

•

considered such other financial analyses and investigations and such other information that Wells Fargo Securities deemed relevant.

In connection with its review, Wells Fargo Securities assumed and relied upon the accuracy and completeness of all information that was publicly available or was furnished to or discussed with Wells Fargo Securities by the Partnership, or otherwise reviewed by Wells Fargo Securities. Wells Fargo Securities did not independently verify any such information, and pursuant to the terms of its engagement by the Partnership, Wells Fargo Securities did not assume any obligation to undertake any such independent verification. Wells Fargo Securities assumed that the Partnership Projections were reasonably prepared on bases reflecting the best currently available estimates and judgments of the management of the Partnership as to the future performance and financial condition of the Partnership and the other matters covered thereby. Wells Fargo Securities expressed no view or opinion with respect to the Partnership Projections or the assumptions upon which they were based. Wells Fargo Securities assumed that any representations and warranties made by the Partnership, the General Partner, Parent and Merger Sub in the merger agreement or in other agreements relating to the proposed merger will be true and accurate in all respects material to its analysis.

The Partnership does not, as a matter of course, publicly disclose internal management projections of the type provided to Wells Fargo Securities in connection with Wells Fargo Securities’ analysis of the proposed merger, and the Partnership Projections were not prepared with a view towards public disclosure. The Partnership Projections were based on estimates and assumptions involving judgments with respect to, among other things, future economic, competitive, regulatory and financial market conditions and future business decisions that may not be realized and that are inherently subject to significant business, economic, competitive and regulatory uncertainties and contingencies, including, among other things, the inherent uncertainty of the business and economic conditions affecting the industries in which the Partnership operates, and the risks and uncertainties described under “Cautionary Note Regarding Forward-Looking Statements”, all of which are difficult to predict and many of which are outside the control of the Partnership. Accordingly, actual results could vary significantly from those set forth in the Partnership Projections. For more information regarding the use of the Partnership Projections, please refer to the section entitled “—Financial Forecasts” beginning on page 63.

For purposes of its analyses and opinion, Wells Fargo Securities assumed that the proposed merger will have the tax consequences described in discussions with, and materials provided to Wells Fargo Securities by, the Partnership and its representatives and that in the course of obtaining any regulatory or third party consents, approvals or agreements in connection with the proposed merger, no delay, limitation, restriction or condition would be imposed that would have an adverse effect on the Partnership or the contemplated benefits of the proposed merger. Wells Fargo Securities also assumed that the proposed merger would be consummated in compliance with all applicable laws and regulations and in accordance with the terms of the merger agreement without waiver, modification or amendment of any term, condition or agreement thereof that was material to its analyses or opinion. In addition, Wells Fargo Securities was not requested to make, and did not make, an independent evaluation, inspection or appraisal of the assets, properties or liabilities (contingent or otherwise) of the Partnership, Parent, Merger Sub, the Fund or any other entity, nor was Wells Fargo Securities furnished with any such evaluations or appraisals. Wells Fargo Securities did not evaluate the solvency of the Partnership, Parent, Merger Sub, the Fund or any other entity under any state, federal or other laws relating to bankruptcy, insolvency or similar matters. Wells Fargo Securities further assumed that the final form of the merger agreement would conform to the draft reviewed by Wells Fargo Securities in any respect material to its analyses or opinion.

Wells Fargo Securities’ opinion only addressed the fairness, from a financial point of view, of the merger consideration to be paid to the holders of Partnership Units, other than the excluded units, in the proposed merger pursuant to the merger agreement and expressed no opinion as to the fairness of any consideration paid in connection with the proposed merger to the holders of any other class of securities, creditors or other constituencies of the Partnership. Wells Fargo Securities expressed no opinion as to any other aspect or implication (financial or otherwise) of the proposed merger, or any other agreement, arrangement or understanding entered into in connection with the proposed merger or otherwise, including, without limitation, the fairness of the amount or nature of, or any other aspect relating to, any compensation or consideration to be received by or otherwise payable to any officers, directors or employees of any party to the proposed merger, or class of such persons, relative to the merger consideration or otherwise. Furthermore, Wells Fargo Securities did not express any advice or opinion regarding matters that require legal, regulatory, accounting, insurance, tax, executive compensation or other similar professional advice and relied upon the assessments of the Partnership and its advisors with respect to such advice.

Wells Fargo Securities’ opinion was necessarily based upon information made available to Wells Fargo Securities as of the date of its opinion and financial, economic, market and other conditions as they existed and could be evaluated on the date of its opinion. Wells Fargo Securities did not undertake, and is under no obligation, to update, revise, reaffirm or withdraw its opinion, or otherwise comment on or consider events occurring or coming to its attention after the date of its opinion. Wells Fargo Securities’ opinion did not address the relative merits of the proposed merger as compared to any alternative transactions or strategies that might have been available to the Partnership, nor did it address the underlying business decision of the Board, the Nominating and Corporate Governance Committee or the Partnership to proceed with or effect the proposed merger.

Financial Analyses

In preparing its opinion to the Board and the Nominating and Corporate Governance Committee, Wells Fargo Securities performed a variety of analyses, including those described below. The summary of Wells Fargo Securities’ analyses is not a complete description of the analyses underlying Wells Fargo Securities’ opinion. The preparation of such an opinion is a complex process involving various quantitative and qualitative judgments and determinations with respect to the financial, comparative and other analytical methods employed and the adaptation and application of these methods to the unique facts and circumstances presented. As a consequence, neither Wells Fargo Securities’ opinion nor its underlying analyses are readily susceptible to summary description. Wells Fargo Securities arrived at its opinion based on the results of all analyses undertaken by it and assessed as a whole and did not draw, in isolation, conclusions from or with regard to any individual analysis, methodology or factor. Accordingly, Wells Fargo Securities believes that its analyses and the following summary

must be considered as a whole and that selecting portions of its analyses, methodologies and factors, without considering all analyses, methodologies and factors or the narrative description of the analyses, could create a misleading or incomplete view of the processes underlying Wells Fargo Securities’ analyses and opinion.

In performing its analyses, Wells Fargo Securities considered general business, economic, industry and market conditions, financial and otherwise, and other matters as they existed on, and could be evaluated as of, the date of its opinion. None of the selected companies used in Wells Fargo Securities’ analyses is identical to the Partnership and none of the selected transactions reviewed was identical to the proposed merger. Evaluation of the results of those analyses is not entirely mathematical. The financial analyses performed by Wells Fargo Securities were performed for analytical purposes only and are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than those suggested by the analyses. In addition, any analyses relating to the value of assets, businesses or securities do not purport to be appraisals or to reflect the prices at which businesses or securities actually may be sold, which may depend on a variety of factors, many of which are beyond the control of the Partnership.

While the results of each analysis were taken into account in reaching its overall conclusion with respect to fairness, Wells Fargo Securities did not make separate or quantifiable judgments regarding individual analyses. Much of the information used in, and accordingly the results of, Wells Fargo Securities’ analyses are inherently subject to substantial uncertainty.

Wells Fargo Securities’ opinion was only one of many factors considered by the Board and the Nominating and Corporate Governance Committee in evaluating the proposed merger. Neither Wells Fargo Securities’ opinion nor its analyses were determinative of the merger consideration or of the views of the Board and the Nominating and Corporate Governance Committee or management of the Partnership with respect to the proposed merger or the merger consideration. The type and amount of consideration payable in the proposed merger were determined through negotiations between the Partnership and IFM Investors, and the decision to enter into the merger agreement was solely that of the Board and the Nominating and Corporate Governance Committee.

The following is a summary of the material financial analyses performed by Wells Fargo Securities in connection with the preparation of its opinion rendered to, and reviewed with, the Board and the Nominating and Corporate Governance Committee on May 10, 2019. The order of the analyses summarized below does not represent relative importance or weight given to those analyses by Wells Fargo Securities. The analyses summarized below include information presented in tabular format. The tables alone do not constitute a complete description of the analyses. Considering the data in the tables below without considering the full narrative description of the analyses, as well as the methodologies underlying, and the assumptions made, procedures followed, matters considered and limitations and qualifications affecting, each analysis could create an incomplete view of Wells Fargo Securities’ analyses.

The estimates of the future financial performance of the companies in the “Selected Public MLPs Analysis” and the “Selected Precedent Transactions Analysis” listed below were based on public filings, including SEC filings, and research analyst estimates for those companies and the estimates of the future financial performance of the Partnership relied upon for the financial analyses described below were based on the 2019 Management Case.

Discounted Cash Flow Analysis

Wells Fargo Securities performed a discounted cash flow analysis for the Partnership by calculating the estimated net present value (as of December 31, 2018) of the projected unlevered free cash flows of the Partnership for the fiscal year ending December 31, 2019 through the fiscal year ending December 31, 2023, based on the 2019 Management Case. As used herein, “unlevered free cash flows” were calculated as the Partnership’s Adjusted EBITDA as defined with respect to the 2019 Management Case under the section entitled

“—Financial Forecasts”) less capital expenditures based on management’s capital expenditures estimates for the relevant periods.

Wells Fargo Securities applied perpetuity growth rates ranging from 1.00% to 2.00% and discount rates ranging from 7.84% to 8.34%, which were chosen by Wells Fargo Securities based on its experience and professional judgment. In selecting the discount rates, Wells Fargo Securities utilized a capital asset pricing model (“CAPM”) analysis of the Partnership and of selected MLPs with publicly traded equity securities that Wells Fargo Securities deemed relevant. The discounted cash flow analysis indicated the following implied price per unit reference range for Partnership Units:


	Implied Price per Unit
	Low		High
Discounted Cash Flow Analysis	$	32.63	$	45.15

The implied price per unit reference range was then compared to the offer price of $41.50 in cash for each Partnership Unit.

Discounted Distributions Analysis

Wells Fargo Securities performed a discounted distributions analysis for the Partnership by calculating the estimated net present value (as of December 31, 2018) of the projected future distributions of the Partnership (reflecting the Partnership’s revised policy towards distributions based on financial data pro forma for the closing of the Partnership’s divestitures of its equity interest in VTTI B.V. and a package of certain domestic pipeline and terminal assets) for the fiscal year ending December 31, 2019 through the fiscal year ending December 31, 2023, based on the 2019 Management Case and adding a terminal value utilizing perpetuity growth rates ranging from 0.00% to 2.00% and costs of equity ranging from 9.80% to 10.30%, which were chosen by Wells Fargo Securities based on a CAPM analysis of the Partnership and selected MLPs with publicly traded equity securities that Wells Fargo Securities deemed relevant, together with its experience and professional judgment. The discounted distributions analysis indicated the following implied price per unit reference range for Partnership Units:


	Implied Price per Unit
	Low		High
Discounted Distributions Analysis	$	30.59	$	37.74

The implied price per unit reference range was then compared to the offer price of $41.50 in cash for each Partnership Unit.

Selected Precedent Transactions Analysis

Wells Fargo Securities reviewed, among other things, financial data relating to the selected transactions that Wells Fargo Securities considered generally relevant as transactions of comparable sizes involving target midstream companies in the energy industry since January 1, 2017.

The selected transactions and selected multiples of such financial data for such selected transactions were:

Announcement
Date

Target

Acquiror

Target Enterprise
Value (“TEV”) in
$ million

TEV/LTM
EBITDA

TEV/FY1
EBITDA

11/25/2018

TransMontaigne Partners, L.P.

ArcLight Energy Partners

1,477

10.9x

9.8x

11/2/2018

VTTI B.V.

Terminal Finance B.V.

1,475

10.7x

N/A

8/29/2017

Arc Logistics Partners LP

Zenith Energy U.S., L.P.

673

12.0x

11.2x

None of the selected transactions reviewed was identical to the proposed merger. However, the selected transactions were chosen because certain aspects of the transactions, for purposes of Wells Fargo Securities’

analysis, may be considered similar to the proposed merger. The analyses necessarily involve complex considerations and judgments concerning differences in financial and operational characteristics of the companies involved and other factors that could affect the transactions differently than they would affect the proposed merger.

Wells Fargo Securities calculated, for each of the selected transactions, the ratio of the target company’s enterprise value (calculated as the equity value of that company’s common stock in the transaction, on a fully diluted basis, plus any debt, minority interests and preferred equity, less cash and cash equivalents) to such target company’s EBITDA (earnings before interest, taxes, depreciation and amortization) for the four-quarter period prior to the announcement of the applicable transaction (“LTM EBITDA”) and for the fiscal year in which the selected transaction occurred (“FY1 EBITDA”).

Utilizing the range of results of the selected transactions analysis, Wells Fargo Securities applied multiples in the range of 10.7x to 12.0x to the Partnership’s Adjusted EBITDA for the four-quarter period prior to the announcement of the merger (the “Adjusted LTM EBITDA”) as of December 31, 2018 and multiples in the range of 9.8x to 11.2x to the Partnership’s estimated Adjusted EBITDA for the calendar year ending December 31, 2019 (the “Adjusted 2019E EBITDA”). The selected transactions analysis indicated the following implied price per unit reference ranges for the Partnership Units:


	Implied Price per Unit
	Low		High
Adjusted LTM EBITDA	$	35.39	$	42.65
Adjusted 2019E EBITDA	$	32.70	$	40.85

The implied price per unit reference ranges were then compared to the offer price of $41.50 in cash for each Partnership Unit.

Selected Public MLPs Analysis

Wells Fargo Securities reviewed certain data for selected MLPs with publicly traded equity securities that Wells Fargo Securities deemed relevant. None of the selected MLPs used in Wells Fargo Securities’ analyses is identical to the Partnership. The selected MLPs were selected by Wells Fargo Securities because they are comparably sized midstream MLPs focused on refined products pipeline and terminal operations and were deemed by Wells Fargo Securities to be similar to the Partnership in one or more respects, including, among other things, services offered, nature of customers, end-markets and financial performance.

The financial data reviewed for the Partnership included the enterprise value as a multiple of the estimated EBITDA for the calendar year ending December 31, 2019 (“TEV / 2019E EBITDA”) for each of the selected MLPs. Wells Fargo Securities noted that the TEV / 2019E EBITDA multiple of the Partnership was 9.9x. The selected MLPs and selected multiples of such financial data for such selected MLPs were:


	TEV / 2019E EBITDA
NuStar Energy L.P.		10.6x
Plains All American Pipeline, L.P.		10.6x
Holly Energy Partners, L.P.		12.1x
Magellan Midstream Partners, L.P.		12.4x

Taking into account the results of the selected MLPs analysis, and utilizing Wells Fargo Securities’ experience and professional judgment, Wells Fargo Securities applied a multiple in the range of 9.9x to 11.0x to the Partnership’s Adjusted 2019E EBITDA, based on the degree to which such selected MLPs’ growth prospects

and balance sheet characteristics aligned with those of the Partnership. The selected MLPs analysis indicated the following implied price per unit reference ranges for Partnership Units:


	Implied Price Per Unit
	Low		High
Adjusted 2019E EBITDA	$	33.28	$	39.69

The implied price per unit reference ranges were then compared to the offer price of $41.50 in cash for each Partnership Unit.

Other Matters

Wells Fargo Securities is a trade name of Wells Fargo Securities, LLC, an investment banking subsidiary and affiliate of Wells Fargo & Company. The Partnership retained Wells Fargo Securities as its financial advisor in connection with the proposed merger based on Wells Fargo Securities’ experience and reputation. Wells Fargo Securities is regularly engaged to provide investment banking and financial advisory services in connection with mergers and acquisitions, financings, and financial restructurings. The Partnership has agreed to pay Wells Fargo Securities an aggregate fee currently estimated to be approximately $17.5 million, which is contingent and payable upon the consummation of the proposed merger. In addition, the Partnership has agreed to reimburse Wells Fargo Securities for certain reasonable and documented out-of-pocket expenses and to indemnify Wells Fargo Securities and certain related parties against certain liabilities and other items that may arise out of or relate to Wells Fargo Securities’ engagement. The issuance of Wells Fargo Securities’ opinion was approved by an authorized committee of Wells Fargo Securities.

Wells Fargo Securities and its affiliates provide a wide range of investment and commercial banking advice and services, including financial advisory services, securities underwritings and placements, securities sales and trading, brokerage advice and services, and commercial loans. During the two years preceding the date of this opinion, Wells Fargo Securities and its affiliates have had investment and commercial banking relationships with the Partnership, for which it and such affiliates have received or expect to receive customary compensation from the Partnership and certain of its affiliates, including approximately $5.7 million with respect to such investment banking relationships. Such relationships have included acting as joint bookrunner on an offering of debt securities by the Partnership in January 2018, as the Partnership’s financial advisor in connection with the divestiture of certain domestic pipeline and terminal assets in December 2018, and as the Partnership’s financial advisor in connection with the divestiture of its equity interest in VTTI B.V. in January 2019. During the two years preceding the date of its opinion, neither Wells Fargo Securities nor its affiliates have had any material investment, commercial banking or financial advisory relationships with IFM Investors or the Fund. Wells Fargo Securities and its affiliates hold, on a proprietary basis, less than 1% of the outstanding equity interests of the Partnership and none of the outstanding equity interests of IFM Investors or the Fund. In the ordinary course of business, Wells Fargo Securities and its affiliates may trade or otherwise effect transactions in the securities or other financial instruments (including derivatives, bank loans or other obligations) of the Partnership, IFM Investors and certain of their respective affiliates for its own account and for the accounts of its customers and, accordingly, may at any time hold a long or short position in such securities or financial instruments. Wells Fargo Securities and its affiliates have adopted policies and procedures designed to preserve the independence of their research and credit analysts whose views may differ from those of the members of the team of investment banking professionals involved in preparing Wells Fargo Securities’ opinion.

Financial Forecasts

The Partnership does not, as a matter of course, make public projections as to future sales, earnings or other results. However, the management of the Partnership has prepared the prospective financial information of the Partnership set forth below that was furnished to the Board, to Wells Fargo Securities and to Intrepid as financial advisors to the Board and/or to IFM Investors, in connection with the discussions concerning the proposed merger.

The Financial Forecasts (as defined below) were not prepared with a view toward public disclosure or with a view toward complying with the guidelines established by the American Institute of Certified Public Accountants with respect to prospective financial information, but, in the view of the Partnership’s management, each of the Financial Forecasts was prepared on a reasonable basis, reflected the best currently available estimates and judgments and presented, to the best of management’s knowledge and belief, the expected course of action and the expected future financial performance of the Partnership at the time of the preparation of such Financial Forecasts. However, this information is not fact and should not be relied upon as being necessarily indicative of future results, and readers of this proxy statement are cautioned not to place undue reliance on the prospective financial information. A summary of this information is presented below.

Neither the Partnership’s independent auditors, nor any other independent accountants, have compiled, examined, or performed any procedures with respect to the prospective financial information contained herein, nor have they expressed any opinion or any other form of assurance on such information or its achievability and assume no responsibility for, and disclaim any association with, the prospective financial information. The reports of the Partnership’s independent auditor incorporated by reference in this proxy statement relate to the historical financial information of the Partnership. Those reports do not extend to the financial forecasts and should not be read to do so.

While the Financial Forecasts were prepared in good faith, no assurance can be made regarding future events. The estimates and assumptions underlying these financial forecasts constitute forward-looking information and involve judgments with respect to, among other things, future economic, competitive, regulatory and financial market conditions and future business decisions that may not be realized and that are inherently subject to significant business, economic, competitive and regulatory uncertainties and contingencies, including, among other things, the inherent uncertainty of the business and economic conditions affecting the industries in which the Partnership operates, and the risks and uncertainties described under “Cautionary Note Regarding Forward-Looking Statements”, all of which are difficult to predict and many of which are outside the control of the Partnership and, upon consummation of the merger, will be beyond the control of Parent and the surviving entity. The Partnership’s unitholders are urged to review the Partnership’s SEC filings for a description of risk factors with respect to the Partnership’s business. There can be no assurance that the underlying assumptions will prove to be accurate or that the projected results will be realized and actual results likely will differ, and may differ materially, from those reflected in the Financial Forecasts, whether or not the merger is consummated. The inclusion in this proxy statement of the Financial Forecasts below should not be regarded as an indication that the Partnership, Parent, their respective boards of directors or management teams, as applicable, or their respective financial advisors considered, or now consider, such forecasts to be a reliable predictor of future results. The Financial Forecasts assume that the Partnership would continue to operate as a standalone company and do not reflect any impact of the merger.

The Financial Forecasts include certain non-GAAP financial measures, including Adjusted EBITDA and unlevered free cash flow (in each case, as defined below). The Partnership’s management included forecasts of Adjusted EBITDA and unlevered free cash flow in the Financial Forecasts because such non-GAAP financial measures are used by the Board and the Partnership’s management to assess the operating performance of the Partnership’s business and optimize resource allocation. The Board and the Partnership’s management use Adjusted EBITDA as a primary measure to: (i) evaluate the Partnership’s consolidated operating performance and the operating performance of the Partnership’s business segments; (ii) allocate resources and capital to business segments; (iii) evaluate the viability of proposed projects; and (iv) determine overall rates of return on alternative investment opportunities. The Board and the Partnership’s management used unlevered free cash flow as a performance metric in connection with evaluating certain illustrative discounted unlevered free cash flow analyses of the Partnership prepared by Wells Fargo Securities relating to the proposed merger. Unlevered free cash flows is a non-GAAP financial measure and should not be considered as an alternative to net income or operating income as a measure of operating performance or cash flows or as a measure of liquidity.

The Partnership believes that investors benefit from having access to the same financial measures used by management and that these measures are useful to investors because they aid in comparing the Partnership’s

operating performance with that of other companies with similar operations. The Adjusted EBITDA and unlevered free cash flow data presented in this proxy statement, however, may not be directly comparable to similarly titled measures prepared by other companies because such non-GAAP financial measures may be defined differently by other companies.

Investors should also note that the non-GAAP financial measures presented in this proxy statement are not prepared under any comprehensive set of accounting rules or principles and do not reflect all of the amounts associated with the Partnership’s results of operations as determined in accordance with GAAP. Investors should also note that the non-GAAP financial measures presented in this proxy statement have no standardized meaning prescribed by GAAP and, therefore, have limits in their usefulness to investors. Because of the non-standardized definitions, the non-GAAP financial measures as used by the Partnership in this proxy statement and the accompanying footnotes may be calculated differently from, and therefore may not be directly comparable to, similarly titled measures used by the Partnership’s competitors and other companies.

Due to the inherent limitations of non-GAAP financial measures, investors should consider non-GAAP measures only as a supplement to, not as a substitute for or as a superior measure to, measures of financial performance prepared in accordance with GAAP. The footnotes to the tables below provide certain supplemental information with respect to the calculation of these non-GAAP financial measures. All of the financial forecasts summarized in this section were prepared by the Partnership’s management.

By including in this proxy statement the Financial Forecasts below, neither the Partnership nor Parent nor any of their respective representatives has made or makes any representation to any person regarding the ultimate performance of the Partnership compared to the information contained in the Financial Forecasts. Accordingly, the Financial Forecasts should not be construed as financial guidance, nor relied upon as such. Further, the inclusion of the Financial Forecasts in this proxy statement does not constitute an admission or representation by the Partnership that this information is material. The Financial Forecasts summarized in this section reflected the estimates and judgments available to the Partnership’s management at the time they were prepared and have not been updated to reflect any changes since such financial forecasts were prepared. Neither the Partnership, Parent nor, after consummation of the merger, the surviving entity undertakes any obligation, except as required by law, to update or otherwise revise the Financial Forecasts to reflect circumstances existing since their preparation or to reflect the occurrence of unanticipated events, even in the event that any or all of the underlying assumptions are shown to be in error, or to reflect changes in general economic or industry conditions.

The summary of the Financial Forecasts is not included in this proxy statement to induce any unitholder to vote in favor of the approval of the merger agreement and the transactions contemplated thereby or any other proposals to be voted on at the special meeting, but because the Financial Forecasts were made available to the Board, to Wells Fargo Securities and Intrepid as financial advisors to the Board and to certain parties potentially interested in a transaction with the Partnership, including IFM Investors.

In the summer of 2018, the Partnership’s management prepared a five-year financial forecast containing certain unaudited prospective financial information for the fiscal years 2018 through 2022 in connection with the Board’s comprehensive review of strategic options. The projections contained in the five-year financial forecast for the fiscal years 2018 through 2022 were prepared by the Partnership’s management based on management’s reasonable best estimates and assumptions with respect to the Partnership’s future financial performance at the time of preparation, including the assumption that the Partnership would have access to sufficient capital during the periods covered by the projections in order to take advantage of its projected growth opportunities. Preliminary versions of the five-year financial forecast were presented to the Board at its meetings held on July 2, 2018, July 20, 2018 and July 25, 2018. At the meeting of the Board held on August 29, 2018, the Board directed the Partnership’s management to distribute such five-year financial forecast to representatives of the Consortium.

On August 30, 2018, the Partnership’s management provided the five-year financial forecast reviewed with the Board at the August 29, 2018 meeting, after reflecting certain adjustments primarily related to the anticipated

contributions of VTTI and crude-by-rail storage rates (the “2018 Management Case”) to representatives of the Consortium in connection with their review of a possible transaction with the Partnership. The following table sets forth a summary of the 2018 Management Case:


	Fiscal Year Ending December 31,

	2018F ⁽¹⁾			2019E			2020E			2021E			2022E
	(Dollars in millions)
Adjusted EBITDA ⁽²⁾	$	1,053		$	1,146		$	1,327		$	1,439		$	1,553
Total Capital Expenditures (including contributions to joint ventures)	$	(799	)	$	(760	)	$	(734	)	$	(753	)	$	(752	)

(1)	Reflects actual Adjusted EBITDA through July 31, 2018 and projected Adjusted EBITDA from August 1, 2018 to December 31, 2018, as of the time the 2018 Management Case was prepared.

(2)

The Partnership’s Adjusted EBITDA is calculated as earnings (losses) before interest expense, income taxes, depreciation and amortization, further adjusted to exclude certain non-cash items, such as non-cash compensation expense; transaction, transition and integration costs associated with acquisitions; certain gains and losses on foreign currency transactions and foreign currency derivative financial instruments, as applicable; and certain other operating expense or income items, reflected in net income, that the Partnership does not believe are indicative of its core operating performance results and business outlook, such as hurricane-related costs, gains and losses on property damage recoveries, non-cash impairment charges and gains and losses on asset sales. Adjusted EBITDA is a non-GAAP financial measure and should not be considered as an alternative to net income or operating income as a measure of operating performance or cash flows or as a measure of liquidity.

For comparison purposes in connection with the review by the Board of the 2019 Management Case as discussed below, the Partnership’s management adjusted the 2018 Management Case to exclude the financial impact of both the Partnership’s equity interest in VTTI and the divestiture of the package of non-integrated domestic pipeline and terminal assets (the 2018 Management Case, as so updated, the “Updated 2018 Management Case”). The following table sets forth a summary of the Updated 2018 Management Case:


	Fiscal Year Ending December 31,
	2018F ⁽¹⁾			2019E			2020E			2021E			2022E
	(Dollars in millions, except per unit amounts)
Adjusted EBITDA ⁽²⁾	$	892		$	979		$	1,143		$	1,230		$	1,320
Total Capital Expenditures (including contributions to joint ventures)	$	(762	)	$	(610	)	$	(622	)	$	(634	)	$	(637	)
Distribution per Partnership Unit	$	4.025		$	3.000		$	3.000		$	3.000		$	3.000

(1)

Reflects actual Adjusted EBITDA through July 31, 2018 and projected Adjusted EBITDA from August 1, 2018 to December 31, 2018, in each case as of the time the Updated 2018 Management Case was prepared and excluding the financial impact of both the Partnership’s equity interest in VTTI and the divestiture of the package of non-integrated domestic pipeline and terminal assets.

(2)

At the end of the 2018 fiscal year, the Partnership’s management prepared an updated five-year financial forecast containing certain unaudited prospective financial information for the fiscal years 2019 through 2023 in connection with the Partnership’s ordinary course annual review of its financial performance and to reflect continuing changes in the nature of the industry in which the Partnership and its subsidiaries operate (the “Initial 2019 Management Case”). The Initial 2019 Management Case was prepared by the Partnership’s management in good faith based on the Partnership’s management’s reasonable best estimates and assumptions with respect to the Partnership’s future financial performance at the time such forecast was prepared. The Initial 2019 Management Case was presented to the Board at its meeting held on December 19, 2018 and was approved by the Board at such meeting in connection with the Partnership’s annual budget and financial review process.

In connection with the Board’s regular review of the Partnership’s financial budget for the 2019 fiscal year following the completion of the first quarter of the 2019 fiscal year, the Partnership’s management prepared certain unaudited prospective financial information for the remainder of fiscal year 2019 (the “2019 Projections”). The 2019 Projections were prepared by the Partnership’s management in good faith taking into consideration the Partnership’s actual results for the first quarter of 2019 and an updated outlook for the remaining portion of 2019 based on the Partnership’s management’s reasonable best estimates and assumptions with respect to the Partnership’s future financial performance at the time such forecast was prepared. The 2019 Projections were made available to IFM Investors on April 18, 2019 pursuant to IFM Investors’ requests for additional financial detail and were discussed with the Board at its meeting held on April 24, 2019.

Following the preparation of the 2019 Projections, the Partnership’s management prepared an updated five-year financial forecast for the Partnership that reflected the 2019 Projections that had been shared with the Board at the April 24 meeting for fiscal year 2019 and the Initial 2019 Management Case for the fiscal years 2020 through 2023 (the “2019 Management Case”), which was presented to and authorized by the Board on May 1, 2019 for use in evaluating the potential transaction with IFM GIF and by Wells Fargo Securities in its financial analysis in connection with its delivery of a fairness opinion at its meeting held. The 2018 Management Case, the Updated 2018 Management Case, the Initial 2019 Management Case, the 2019 Projections and the 2019 Management Case are collectively referred to herein as the “Financial Forecasts”.

The 2018 Management Case, the Updated 2018 Management Case and the Initial 2019 Management Case were not relied upon by the Board in reaching its determination on May 10, 2019 to approve the merger agreement and the transactions contemplated thereby and to recommend that the Partnership’s unitholders vote to approve the merger agreement and the transactions contemplated thereby, and the 2019 Management Case was the only financial forecast approved by the Partnership for use by Wells Fargo Securities in connection with rendering its oral opinion delivered to the Board and Nominating and Corporate Governance Committee, which was subsequently confirmed by delivery of a written opinion dated as of May 10, 2019, and performing its financial analysis in connection therewith (as described in the section entitled “—Opinion of the Partnership’s Financial Advisor”).

The following table sets forth a summary of the 2019 Management Case, as well as the financial forecast for 2019 from the Initial 2019 Management Case:


	Fiscal Year Ending December 31,
	Initial 2019 Management Case			2019 Management Case
	2019E			2019E ⁽¹⁾			2020E			2021E			2022E			2023E
	(Dollars in millions, except per unit amounts)
Adjusted EBITDA⁽²⁾	$	874		$	905		$	962		$	1,035		$	1,083		$	1,100
Total Capital Expenditures (including contributions to joint ventures)	$	(377	)	$	(450	)	$	(421	)	$	(428	)	$	(427	)	$	(425	)
Unlevered free cash flow⁽³⁾	$	497		$	455		$	541		$	607		$	656		$	675
Distribution per Partnership Unit	$	3.000		$	3.000		$	3.000		$	3.000		$	3.000		$	3.000

(1)	Reflects actual Adjusted EBITDA through March 31, 2019 and projected Adjusted EBITDA from April 1, 2019 to December 31, 2019, as of the time the 2019 Management Case was prepared.

(2)

(3)

The Partnership’s unlevered free cash flows are defined as the Partnership’s Adjusted EBITDA less capital expenditures based on management’s capital expenditures estimates for the relevant periods. Unlevered free cash flows is a non-GAAP financial measure and should not be considered as an alternative to net income or operating income as a measure of operating performance or cash flows or as a measure of liquidity.

Certain Effects of the Merger

If the proposal to approve the merger agreement and the transactions contemplated thereby receives the affirmative vote of unitholders holding at least a majority of the outstanding Partnership Units entitled to vote thereon at the special meeting of limited partners and the other conditions to the closing of the merger are either satisfied (or if permissible under applicable law, waived), Merger Sub will be merged with and into the Partnership upon the terms set forth in the merger agreement. As the surviving entity in the merger, the Partnership will continue to exist following the merger as a wholly owned subsidiary of Parent.

Following the consummation of the merger, subject to certain provisions contained in the merger agreement relating to Parent’s treatment of ServiceCo as described in the section entitled “The Merger Agreement—ServiceCo Matters”, all of the Partnership Units will be beneficially owned by Parent, and none of the current unitholders will, by virtue of the merger, have any ownership interest in, or be a unitholder of, the Partnership, the surviving entity or Parent. As a result, the current unitholders will no longer benefit from any increase in the value, nor will they bear the risk of any decrease in the value, of Partnership Units. Following the consummation of the merger, Parent will benefit from any increase in the Partnership’s value and also will bear the risk of any decrease in the Partnership’s value.

Please see the sections entitled “The Merger Agreement—Consideration to be Received in the Merger” and “The Merger Agreement—Cancellation of Certain Units”, each beginning on page 86.

For information regarding the effects of the merger on the Partnership’s outstanding equity awards, please see the section below entitled “—Interests of the Partnership’s Directors and Executive Officers in the Merger” beginning on page 74 and the section entitled “The Merger Agreement—Treatment of Equity and Equity-Based Awards” beginning on page 87.

The Partnership Units are currently registered under the Exchange Act and trade on the NYSE under the symbol “BPL”. Following the consummation of the merger, the Partnership Units will no longer be traded on the

NYSE or any other public market. In addition, the registration of the Partnership Units under the Exchange Act will be terminated and the Partnership will no longer be required to file periodic and other reports with the SEC with respect to the Partnership Units. However, we will continue to make filings with the SEC to the extent such filings are required pursuant to the terms of our registered debt securities. Termination of registration of the Partnership Units under the Exchange Act will reduce the information required to be furnished by the Partnership to its unitholders and the SEC.

Effects on the Partnership if the Merger Is Not Consummated

In the event that the proposal to approve the merger agreement and the transactions contemplated thereby is not approved by the affirmative vote of unitholders holding at least a majority of the outstanding Partnership Units entitled to vote thereon at the special meeting of limited partners, or if the merger is not consummated for any other reason, the holders of Partnership Units will not receive any payment for their Partnership Units in connection with the merger. Instead, the Partnership will remain an independent public company, the Partnership Units will continue to be listed and traded on the NYSE, the Partnership Units will continue to be registered under the Exchange Act, and the Partnership’s unitholders will continue to own their Partnership Units and will continue to be subject to the same general risks and opportunities as they currently are with respect to ownership of the Partnership Units.

If the merger is not consummated, there is no assurance as to the effect of these risks and opportunities on the future value of the Partnership Units, including the risk that the market price of the Partnership Units may decline to the extent that the current market price of the Partnership Units reflects a market assumption that the merger will be consummated. If the merger is not consummated, there is no assurance that any other transaction acceptable to the Partnership will be offered or that the business, operations, financial condition, earnings or prospects of the Partnership will not be adversely impacted. Pursuant to the merger agreement, under certain circumstances the Partnership is permitted to terminate the merger agreement in order to enter into an alternative transaction. Please see the section entitled “The Merger Agreement—Termination” beginning on page 106.

Under certain circumstances, if the merger is not consummated, the Partnership may be obligated to pay to Parent a termination fee. Please see the section entitled “The Merger Agreement—Termination Fee” beginning on page 107.

Financing of the Merger

Merger Sub has obtained debt financing commitments from the Debt Commitment Parties for loans in an aggregate principal amount of up to $2,850 million, consisting of a $2,250 million senior secured term loan facility and a $600 million senior secured revolving facility (see below under the heading “Debt Financing” for further information). In addition, Parent has obtained an equity financing commitment from the IFM Fund Trustee, as trustee for the Fund, for an aggregate amount of $4,255 million in cash (see below under the heading “Equity Financing” for further information). The aggregate proceeds of the equity financing and the senior secured term loan facility will be used to fund the merger consideration and certain related fees and expenses and to refinance certain existing indebtedness of the Partnership, and a certain portion of the senior secured term loan facility may also be used as additional cash on the balance sheet and for general corporate purposes of the Partnership. The proceeds of the senior secured revolving facility will be used for ongoing working capital and general corporate purposes of the Partnership, and a certain portion of the proceeds of the senior secured revolving facility may also be used to fund a portion of the merger consideration and certain related fees and expenses and to refinance certain existing indebtedness of the Partnership. The merger agreement requires Parent to use its reasonable best efforts to obtain the financing on the terms and conditions described in the financing commitments and for the Partnership to use its reasonable best efforts to cooperate with and assist Parent in connection with the above financing.

letters pursuant to which each of the debt financing and the equity financing will be provided). Parent has represented that the proceeds from the debt and equity financing letters will be sufficient to pay the aggregate merger consideration and any other amounts required to be paid by Parent or Merger Sub in connection with the consummation of the transactions contemplated by the merger agreement.

Equity Financing

In connection with the merger agreement, Parent entered into an equity financing letter with the IFM Fund Trustee, as trustee for, and out of the funds and other assets of, the Fund, dated May 10, 2019 pursuant to which the IFM Fund Trustee has committed to provide or cause to be provided to Parent, at or immediately prior to the closing of the merger, pursuant to and subject to the terms of the merger agreement, an aggregate amount of $4,255 million in cash solely for the purposes of funding a portion of the aggregate merger consideration and amounts payable with respect to Partnership equity awards, as well as certain related fees and expenses up to a cap of $5 million, which we refer to as the “equity financing commitment”. The obligation of the IFM Fund Trustee to fund its equity financing commitment is subject to (i) the terms of the equity financing letter, (ii) the satisfaction or waiver of all of the conditions to Parent’s and Merger Sub’s obligations to effect the closing of the merger, (iii) the debt financing as described below (or alternative debt financing obtained in accordance with the merger agreement), having been funded in accordance with the terms of the debt commitment letter, as defined below, or being ready to be funded in accordance with the terms thereof at the closing of the merger if the equity financing commitment were funded at the closing of the merger and (iv) the substantially simultaneous consummation of the merger in accordance with the terms of the merger agreement.

The Fund may assign all or a portion of its equity commitment to any affiliate, co-investor and/or limited partner of the Fund or any funds or entities managed or advised by IFM Investors or any of its affiliates. The IFM Fund Trustee’s obligations under the equity financing commitment will expire upon the earliest to occur of: (i) the closing of the merger, (ii) the termination of the merger agreement in accordance with its terms or (iii) the Partnership or any of its affiliates asserting a claim against the IFM Fund Trustee, the Fund, Parent or other related parties relating to the merger agreement, the equity financing letter, the limited guarantee or certain other matters relating to the transactions contemplated by the merger agreement, in each case, other than in accordance with the terms of the equity financing letter. Upon termination of the equity financing letter, neither the IFM Fund Trustee nor the Fund will have any further obligations or liabilities thereunder.

The Partnership is an express third-party beneficiary of the equity financing commitment to the extent provided in the equity financing letter and has the right to seek specific performance of the IFM Fund Trustee’s equity financing commitment under the circumstances in which the Partnership would be permitted by the merger agreement to enforce certain consent rights under the equity financing letter; however, the Partnership is only entitled to specific performance to cause the Fund to satisfy the equity financing commitment if the debt financing, as discussed below, will be concurrently funded.

Debt Financing

In connection with Parent’s entry into the merger agreement, Merger Sub entered into a debt commitment letter, dated as of May 10, 2019 (and as amended and restated as of May 31, 2019, the “debt commitment letter”) with the Debt Commitment Parties, pursuant to which the Debt Commitment Parties have committed to provide debt financing in an aggregate principal amount of up to $2,850 million, consisting of a $2,250 million senior secured term loan facility to be made available to Merger Sub (and the Partnership as the survivor of the merger with Merger Sub) and a $600 million senior secured revolving facility to be made available to Merger Sub (and the Partnership as the survivor of the merger with Merger Sub) and, if designated by the Partnership, certain subsidiaries of the Partnership (together, the “debt facilities”). The debt facilities will be guaranteed by each existing and subsequently acquired wholly-owned domestic restricted subsidiary of the Partnership, subject to limited exceptions, and secured by substantially all of the assets of the Partnership and the subsidiary guarantors, including (i) in the case of the senior secured revolving facility, assets constituting “Principal Property” (as

defined in the Partnership’s existing indenture, dated as of July 10, 2003, as supplemented to date (the “existing indenture”) governing its outstanding debt securities) and (ii) in the case of the senior secured term loan facility and the senior secured revolving facility, substantially all assets not constituting “Principal Property”, in each case, subject to customary exceptions for transactions of this type and other than to the extent the granting of such liens would trigger the “equal and ratable” sharing provision in the existing indenture.

Pursuant to the debt commitment letter, Merger Sub may invite other banks, financial institutions and other institutional lenders to participate in the senior secured revolving facility described in the debt commitment letter and to undertake a portion of the commitments to provide the senior secured revolving facility.

Although the debt financing described in this proxy statement is not subject to due diligence or a “market out” provision, which would have allowed lenders not to fund their commitments if certain conditions in the financial markets prevail, there is still a risk that such debt financing may not be funded when required. In the event that any portion of the debt financing described herein becomes, or is reasonably likely to become, unavailable, Parent is obligated to use its reasonable best efforts to obtain alternative financing from alternative sources in an amount sufficient to consummate the merger and the other transactions contemplated by the merger agreement on terms and conditions no less favorable to Parent, Merger Sub and the Partnership than the terms and conditions set forth in the debt commitment letter and which will neither be subject to additional conditions compared to those set forth in the debt commitment letter nor prevent or materially delay the consummation of the debt financing. As of the date hereof, no alternative financing arrangements or alternative financing plans have been made in the event the debt financing described herein is not available as anticipated.

The availability of the debt facilities is subject to certain customary closing conditions, including, but not limited to:

•

the execution and delivery of definitive documentation with respect to the debt facilities consistent with the debt commitment letter, together with customary closing deliverables;

•

the accuracy of certain representations and warranties in the merger agreement and the definitive documentation with respect to the debt facilities;

•

since the date of the merger agreement, no change, event, fact, condition, development, effect or occurrence shall have occurred and be continuing that, individually or in the aggregate with all other changes, events, facts, conditions, developments, effects or occurrences, has had or would reasonably be expected to have a “material adverse effect” (as defined in the section entitled “The Merger Agreement—Representations and Warranties”);

•

the consummation of the merger in all material respects in accordance with the merger agreement (without any amendments or modifications to the merger agreement or any waivers thereof by Merger Sub that are materially adverse to the lenders under the debt facilities without the consent of the lead arrangers under the debt commitment letter (such consent not to be unreasonably withheld, delayed or conditioned)) prior to or substantially concurrently with the initial borrowing under one or more of the debt facilities;

•

prior to or substantially simultaneously with the initial borrowing under one or more of the debt facilities, the equity financing shall have been consummated by the IFM Fund Trustee as described above or in such lesser amount as is required by the terms of the debt commitment letter;

•

the repayment, including the termination and release of all commitments, security interests and guarantees in connection therewith, of any indebtedness required to be so repaid pursuant to the merger agreement prior to or substantially simultaneously with the initial borrowing under one or more of the debt facilities;

•

the delivery of certain financial statements provided by the Partnership to Parent pursuant to the merger agreement and a pro forma consolidated balance sheet of the Partnership as of the last day of its most

recent fiscal quarter for which those certain financial statements have been provided and a related pro forma income statement of the Partnership for the four-fiscal quarter then ended, each prepared after giving effect to the merger and related transactions;

•

the delivery of customary information with respect to “know-your-customer” and anti-money laundering rules and regulations;

•

the execution of guarantees from substantially all of the Partnership’s wholly-owned domestic restricted subsidiaries, subject to limited exceptions, and security agreements and the taking of certain actions necessary to establish and perfect the administrative agent’s security interest in certain collateral securing the debt facilities, which will include substantially all of the assets of the Partnership and the subsidiary guarantors, including (i) in the case of the senior secured revolving facility, assets constituting “Principal Property” (as defined in the existing indenture) and (ii) in the case of the senior secured term loan facility and the senior secured revolving facility, substantially all assets not constituting “Principal Property”, in each case, subject to customary exceptions for transactions of this type and other than to the extent the granting of such liens would trigger the “equal and ratable” sharing provision in the existing indenture; and

•

the payment of certain applicable fees and expenses;

The termination date for the debt commitment letter is the earliest of (i) the date on which the merger agreement has terminated in accordance with its terms prior to the consummation of the merger, (ii) the consummation of the merger with or without the funding of the debt facilities and (iii) five business days following 11:59 p.m. New York City time on November 9, 2019, as such outside date may be extended from time to time under the merger agreement as discussed below in “The Merger Agreement—Termination”.

Limited Guarantee

In connection with the merger agreement, IFM Fund Trustee, as trustee for, and out of the funds and other assets of, the Fund, entered into a limited guarantee with the Partnership, dated May 10, 2019, which we refer to as the “limited guarantee”, pursuant to which, the IFM Fund Trustee irrevocably and unconditionally guaranteed the due and punctual payment, performance and discharge by Parent to the Partnership of, as applicable, (i) the reverse termination fee payable by Parent of $390 million, (ii) certain other amounts that may become due to the Partnership under the merger agreement and (iii) certain expense reimbursement obligations not to exceed $5 million, in each case subject to an aggregate liability cap of $395 million (the “cap”).

The limited guarantee will generally terminate on the earliest of: (i) the effective time of the merger, (ii) receipt by the Partnership of the full amount payable under the limited guarantee, (iii) the termination of the merger agreement in circumstances where the reverse termination fee and any other of the IFM Fund Trustee’s obligations under the limited guarantee are not payable, (iv) the date that is 45 days after any termination of the merger agreement in circumstances where the IFM Fund Trustee would be obligated to make payments under the limited guarantee and the Partnership has not made a claim for such payment and (v) the IFM Fund Trustee’s payments under the limited guarantee having equaled the cap.

However, if the Partnership asserts a claim (other than certain non-prohibited claims under the limited guarantee), including a claim in excess of the guaranteed amounts or a claim against certain specified non-recourse parties, (i) the obligations of the IFM Fund Trustee under the limited guarantee will immediately terminate and become null and void by its terms, (ii) if the IFM Fund Trustee previously made payments pursuant to the limited guarantee, it will be entitled to recover such payments, and (iii) neither the IFM Fund Trustee nor certain of its related parties will have any liability under the limited guarantee, the merger agreement or certain related documents.

No Appraisal Rights

Appraisal rights are not available in connection with the merger under the DRULPA, the merger agreement or the Limited Partnership Agreement.

Litigation Related to the Merger

Interests of the Partnership’s Directors and Executive Officers in the Merger

The Partnership’s directors and executive officers have financial interests in the merger that may be different from, or in addition to, the interests of the Partnership’s limited partners generally. The members of the Board were aware of and considered these interests in reaching the determination to approve the merger agreement and the transactions contemplated thereby and recommend that the limited partners vote their Partnership Units to approve the merger agreement and the transactions contemplated thereby.

Treatment of Equity and Equity-Based Awards

As described further in the section entitled “The Merger Agreement—Treatment of Equity and Equity-Based Awards” beginning on page 87, each award of Partnership Phantom Units (including Post-Signing Partnership Phantom Units), Partnership Director Deferred Units, Partnership Deferral Units and Partnership Performance Units (including Post-Signing Partnership Performance Units) that is outstanding prior to the completion of the merger will be canceled and converted into the right to receive cash at the effective time of the merger.

Amounts paid in settlement of awards of Post-Signing Partnership Phantom Units and Post-Signing Partnership Performance Units will be pro-rated based on the number of days in the applicable vesting period that elapse prior to the effective time and the remainder of such awards will be forfeited for no payment. However, the amount paid in settlement of Post-Signing Partnership Phantom Units that are On-Cycle Partnership Phantom Unit Awards and Post-Signing Partnership Performance Units that are On-Cycle Partnership Performance Unit Awards will instead equal the lesser of (1) the pro-rated payment amount (with such pro-ration being based on the number of days in the applicable vesting period that elapses prior to the effective time) payable upon the settlement of the applicable award multiplied by two and (2) the amount payable in respect of the settlement of such award if such amount had not been pro-rated.

The following table sets forth the number of Partnership Phantom Units, Partnership Director Deferred Units, Partnership Deferral Units and Partnership Performance Units held by each of the Partnership’s directors and executive officers as of June 24, 2019, the latest practicable date to determine such amounts before the filing of this proxy statement, and the cash distribution equivalent amounts payable in respect thereof. The amounts reflected in the table below exclude any grants that may be made following June 24, 2019 and any Partnership Phantom Units, Partnership Director Deferred Units, Partnership Deferral Units and Partnership Performance Units (and any related cash distribution equivalents) that are vested or are expected to vest in accordance with their terms prior to November 30, 2019 (the assumed date of the completion of the merger solely for purposes of this transaction-related compensation disclosure). Partnership Phantom Units, Partnership Director Deferred Units, Partnership Deferral Units and Partnership Performance Units are valued based on the merger consideration of $41.50 per share. Payments in respect of all Partnership Phantom Units, Partnership Director Deferred Units, Partnership Deferral Units and Partnership Performance Units (and any related cash distribution equivalents) held by the Partnership’s directors and executive officers are “single-trigger” in that they will be paid upon the consummation of the merger.


Name	Partnership Phantom Units				Partnership Deferral Units/Partnership Director Deferred Units				Partnership Performance Units⁽¹⁾				Distribution Equivalents with respect to Partnership Phantom Units and Partnership Performance Units⁽²⁾		Total ($) ⁽³⁾
	#		($)		#		($)		#		($)		($)		($)
Executive Officers
Clark Smith		104,862	$	4,351,773		68,178	$	2,829,387		209,725	$	8,703,588	$	1,054,618	$	16,939,366
Keith E. St.Clair		29,996	$	1,244,834		36,690	$	1,522,635		59,988	$	2,489,502	$	308,286	$	5,565,257
Robert Malecky		24,157	$	1,002,516		36,638	$	1,520,477		48,312	$	2,004,948	$	235,269	$	4,763,210
Khalid Muslih		25,265	$	1,048,498		34,968	$	1,451,172		50,531	$	2,097,037	$	253,408	$	4,850,114
William Hollis		19,202	$	796,883		29,288	$	1,215,452		38,401	$	1,593,642	$	190,801	$	3,796,778
Mark Esselman		12,994	$	539,251		17,042	$	707,243		25,987	$	1,078,461	$	138,142	$	2,463,097
Todd Russo		18,423	$	764,555		20,654	$	857,141		36,844	$	1,529,026	$	188,465	$	3,339,187
Joseph Sauger		14,832	$	615,528		11,662	$	483,973		29,664	$	1,231,056	$	155,501	$	2,486,058
Gary Bohnsack		24,848	$	1,031,192		10,260	$	425,790		13,827	$	573,821	$	66,224	$	2,097,027
Directors
Pieter Bakker		3,583	$	148,695		—		—		—		—		—	$	148,695
Barbara M. Baumann		3,583	$	148,695		—		—		—		—		—	$	148,695
Barbara J. Duganier		3,583	$	148,695		—		—		—		—		—	$	148,695
Joseph A. LaSala, Jr.		3,583	$	148,695		—		—		—		—		—	$	148,695
Mark C. McKinley		3,583	$	148,695		598	$	24,817		—		—		—	$	173,512
Larry C. Payne		3,583	$	148,695		—		—		—		—		—	$	148,695
Oliver “Rick” G. Richard, III		3,583	$	148,695		—		—		—		—		—	$	148,695
Frank S. Sowinski		3,583	$	148,695		—		—		—		—		—	$	148,695
Martin A. White		3,583	$	148,695		—		—		—		—		—	$	148,695

(1)	The number of Partnership Performance Units assumes that applicable performance goals have been attained at target level, resulting in a payout multiplier of 100%.

(2)

No distribution equivalents have been accrued with respect to Partnership Phantom Units, Partnership Deferral Units or Partnership Director Deferred Units as distribution equivalents with respect to such awards are distributed at the time that distributions are made with respect to Partnership Units. Therefore, distribution equivalents are accrued only with respect to Partnership Performance Units. The amount of distribution equivalents with respect to Partnership Performance Units assumes that applicable performance goals have been attained at target level, resulting in a payout multiplier of 100%. The above Table reflects

distribution equivalents accrued as of June 24, 2019 and does not reflect subsequently accrued distribution equivalents.

(3)	Assumes that no Post-Signing Partnership Phantom Units or Post-Signing Partnership Performance Units have been granted after the signing of the merger agreement.

Severance Entitlements

Each of the executive officers has entered into an individual severance agreement with the Partnership, which we refer to as the “Executive Severance Agreements”. The Executive Severance Agreements provide for severance payments and other benefits in the event of a “qualifying termination”, such as a termination of the executive officer’s employment by the Partnership without cause or by the executive officer for “good reason” (each, as described below) whether prior to, in connection with or following a change in control of the Partnership. The merger will constitute a change of control of the Partnership for purposes of the Executive Severance Agreements.

For purposes of the Executive Severance Agreements, “good reason” generally means (a) a material reduction in the executive officer’s annual base salary or target bonus opportunity, other than a similar reduction in target bonus opportunity that applies to the Partnership’s named executive officers as a group, (b) a significant reduction in the executive officer’s authorities, duties or responsibilities; (c) an elimination of the executive officer from eligibility to participate in material employee benefit plans, other than an elimination of eligibility to participate in benefit plans that is applicable to all similarly-situated employees; (d) the Partnership requiring the executive officer to be based at an office location that is more than 100 miles from the executive officer’s primary office location as it existed on the date of the Executive Severance Agreement, other than required travel substantially consistent with the executive officer’s present business obligations; or (e) the failure of the Partnership to comply with and satisfy any of the terms of the Executive Severance Agreement.

For purposes of the Executive Severance Agreement, “cause” generally means an executive officer’s (i) habitual insobriety or substance abuse, (ii) engaging in acts of disloyalty to the Partnership or ServiceCo, including fraud, embezzlement, theft, commission of a felony, or dishonesty, (iii) willful misconduct by the employee in the performance of his duties, or (iv) the willful failure of the executive officer to perform a material function of the executive officer’s duties under the Executive Severance Agreement.

In the event of a qualifying termination, each executive officer would be entitled to receive: (a) a lump-sum cash payment equal to the sum of (1) the executive officer’s annual base salary and (2) the executive officer’s target annual cash bonus, in each case, for the year of termination, and (b) for a period of 12 months following a qualifying termination, monthly cash payments equal to 125% of (x) the cost of continued health and dental coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), less (y) the amount the employee would be required to contribute as an active employee, which would cease once the employee becomes eligible for medical benefits from a new employer. Receipt of the above-described payments and benefits is conditioned upon the applicable executive officer executing a release of claims in favor of the Partnership. The estimated aggregate value of the severance payments and benefits that the Partnership’s executive officers would receive in the event of a qualifying termination on or following the completion of the merger is $8,888,484. The foregoing estimate is based on compensation and benefit levels in effect as of June 24, 2019. The executive officer’s outstanding unvested equity awards would be treated as described above in the section entitled “Interests of the Partnership’s Directors and Executive Officers in the Merger – Treatment of Equity and Equity-Based Awards”.

Non-Employee Director Deferred Compensation Plan

The Partnership’s non-employee directors are eligible to participate in the Partnership’s Non-Employee Director Deferred Compensation Plan, as amended (the “Director Deferred Compensation Plan”). Under the Director Deferred Compensation Plan, directors may elect to defer all or a portion of their cash retainer fees.

Deferred amounts are notionally invested in Partnership Units, which are referred to as Partnership Director Deferred Units in this proxy statement and are 100% vested. Directors are also entitled to distribution equivalent rights in respect of such Director Deferral Units. Accounts under the Director Deferred Compensation Plan are distributed in cash on the earliest of (i) a director’s termination of service, (ii) the distribution date elected by the director and (iii) a change of control transaction such as the merger. As of the date of this filing, the only director with an account balance under the Director Deferred Compensation Plan was Mark McKinley, who had a balance of $24,817 as of June 24, 2019.

Continuing Employee Benefits

The merger agreement provides that for a period of not less than two years following the effective time, Parent will, and will cause the surviving entity to, provide each individual who was an employee of the Partnership or any of its subsidiaries immediately prior to the effective time of the merger, which we refer to as a “continuing employee”, with (a) base salary or wages and target cash annual bonus opportunities that are in each case no less favorable than such continuing employee’s base salary or wages and target cash annual bonus opportunities immediately prior to the effective time of the merger, (b) severance benefits that are no less favorable than those that would have been provided to such continuing employee under the Partnership’s severance benefit plans, programs, policies, agreements and arrangements immediately prior to the effective time of the merger and (c) employee benefits (excluding base salary, short-term incentive opportunities and severance benefits) that are substantially comparable in the aggregate in value to those provided to such continuing employee immediately prior to the effective time of the merger.

Parent has also agreed to honor, or cause the surviving entity to honor, all Partnership and ServiceCo compensation and benefit plans and arrangements in accordance with their terms as in effect at the time of the merger, except for any such plans that are equity plans sponsored by the Partnership (which will be terminated at the effective time of the merger). Parent has also agreed to, or to cause the surviving entity to, (i) recognize a continuing employee’s service with the Partnership or any of its subsidiaries prior to the merger for purposes of determining such continuing employee’s eligibility to participate in, and level of benefits, vesting, benefit accrual (other than under defined benefit plans) and early retirement subsidies (with respect to plans in effect on the date hereof) under, non-frozen benefit plans in which continuing employees will participate after the merger, (ii) use commercially reasonable efforts to cause all preexisting condition limitations, exclusions, actively-at-work requirements and waiting periods applicable to continuing employees under Parent’s or the surviving entity’s welfare plans to be waived, to the extent such limitations were waived or satisfied prior to the effective time and (iii) use commercially reasonable efforts to provide continuing employees with credit under any such welfare plan for any co-payments, deductibles and similar expenditures incurred prior to the effective time for the remainder of the calendar year in which the effective time occurs.

With respect to annual bonuses payable under the Partnership’s annual bonus plan with respect to the fiscal year in which the effective time of the merger occurs, Parent has agreed that the Board (or the appropriate committee thereof) may determine (using good faith methodology consistent with past practice and taking into account such factors as the target bonuses payable for such fiscal year and based on the most recent forecast of the Partnership’s financial performance for such fiscal year) the aggregate bonuses payable under such annual bonus plan for the portion of such fiscal year that occurs prior to the effective time. The amounts so determined shall be aggregated with the bonus amounts determined by Parent and the surviving entity to be payable with respect to the portion of such fiscal year that occurs after the effective time, and such aggregate bonus amounts shall be paid in accordance with the terms of the annual bonus plan, and in no event later than March 15 immediately following the fiscal year.

Director and Officer Indemnification

Pursuant to the terms of the merger agreement, members of the Board and executive officers of the Partnership will be entitled to certain ongoing indemnification and coverage under directors’ and officers’

liability insurance policies following the merger. For a more detailed description of the provisions of the merger agreement relating to director and officer indemnification, please see the section of this proxy statement entitled “The Merger Agreement—Indemnification” beginning on page 102.

Quantification of Payments and Benefits

In accordance with Item 402(t) of Regulation S-K, the table below sets forth for each of the Partnership’s named executive officers estimates of the amounts of compensation that are based on or otherwise relate to the merger and that will or may become payable to the named executive officer either immediately at the effective time (i.e., on a “single-trigger” basis) or in the event of a qualifying termination of employment prior to, on or following the merger (i.e., on a “double-trigger” basis). The limited partners are being asked to approve, on a non-binding, advisory basis, such compensation for these named executive officers. Because the vote to approve such compensation is advisory only, it will not be binding on either the Partnership, the Board or Parent. Accordingly, if the proposal to approve the merger agreement is approved by the limited partners and the merger is completed, the compensation will be payable regardless of the outcome of the vote to approve such compensation, subject only to the conditions applicable thereto, which are described in the footnotes to the tables below and above under “—Interests of the Partnership’s Directors and Executive Officers in the Merger”.

The potential payments in the tables below are quantified in accordance with Item 402(t) of Regulation S-K. The estimated values are based on (a) an assumption that the merger is completed on November 30, 2019, (b) a per share merger consideration of $41.50, (c) the named executive officers’ salary and total eligible bonus levels as in effect as of the date of this proxy statement, (d) the number of unvested Partnership Phantom Units, Partnership Deferral Units and Partnership Performance Units held by the named executive officers as of June 24, 2019, the latest practicable date to determine such amounts before the filing of this proxy statement, and excluding any additional grants that may occur following such date and any Partnership Phantom Units, Partnership Deferral Units and Partnership Performance Units that are vested or are expected to vest in accordance with their terms prior to November 30, 2019, and (e) an assumption that each named executive officer’s employment is terminated by the Partnership without “cause” or by the named executive officer for “good reason” (each, as defined in the Executive Severance Agreements) immediately following the completion of the merger. In addition, the amounts indicated below are estimates based on multiple assumptions that may or may not actually occur, including assumptions described in this proxy statement, and do not reflect certain compensation actions that may occur before completion of the merger. As a result, the actual amounts, if any, to be received by a named executive officer may materially differ from the amounts set forth below.

The amounts shown below do not attempt to quantify any cash retention bonuses the named executive officers may receive, as described in the section entitled “—Interests of the Partnership’s Directors and Executive Officers in the Merger—New Management Arrangements” beginning on page 79.

Potential Payments to Named Executive Officers


Name	Cash Severance ($)⁽¹⁾		Equity ($)⁽²⁾		Benefits ($)⁽³⁾		Total ($)
Clark Smith	$	2,021,895	$	16,939,366	$	27,126	$	18,988,386
Keith E. St.Clair	$	1,193,400	$	5,565,257	$	26,286	$	6,784,943
Robert Malecky	$	1,071,000	$	4,763,210	$	27,034	$	5,861,243
Khalid Muslih	$	1,071,000	$	4,850,114	$	27,187	$	5,948,301
William Hollis	$	907,800	$	3,796,778	$	17,673	$	4,772,251

(1)

The estimated amounts shown in this column represent a lump-sum cash payment equal to the sum of (A) the named executive officer’s annual base salary and (B) the named executive officer’s target annual cash bonus. These payments are “double-trigger”, as they will only be payable in the event of a “qualifying

termination” prior to, on or following the effective time of the merger. Under the Executive Severance Agreements pursuant to which this cash severance is provided, each named executive officer is subject to a one-year post-termination non-competition and non-solicitation covenant. Under the non-competition covenant, the named executive officer cannot engage in activities that compete with any material line of business of the Partnership and its subsidiaries. Under the non-solicitation covenant, the named executive officer is prohibited from soliciting business from the Partnership’s customers and clients and cannot solicit or attempt to hire any person who was employed by the Partnership and its subsidiaries during the one-year period prior to the named executive officer’s termination of employment.

(2)

The estimated amounts shown in this column represent the aggregate intrinsic value of the named executive officers’ outstanding unvested Partnership Phantom Units, Partnership Deferral Units and Partnership Performance Units, including distribution equivalents with respect to Partnership Performance Units (assuming, in the case of Partnership Performance Units and distribution equivalents related thereto, that applicable performance goals have been met at target level, resulting in a payout multiplier of 100%). The estimated payments in respect of the named executive officers’ unvested Partnership Phantom Units, Partnership Deferral Units and Partnership Performance Units, including distribution equivalents with respect to Partnership Performance Units, as shown in the following table are “single-trigger” benefits in that they will be paid to the named executive officer upon the consummation of the merger. The table reflects distribution equivalents accrued as of June 24, 2019 and does not reflect subsequently accrued distribution equivalents.


Name	Unvested Phantom Units				Unvested Deferred Units				Unvested Performance Units				Distribution Equivalents with respect to Unvested Performance Units		Total
	#		($)		#		($)		#		($)		($)		($)
Clark Smith		104,862	$	4,351,773		68,178	$	2,829,387		209,725	$	8,703,588	$	1,054,618	$	16,939,366
Keith E. St.Clair		29,996	$	1,244,834		36,690	$	1,522,635		59,988	$	2,489,502	$	308,286	$	5,565,257
Robert Malecky		24,157	$	1,002,516		36,638	$	1,520,477		48,312	$	2,004,948	$	235,269	$	4,763,210
Khalid Muslih		25,265	$	1,048,498		34,968	$	1,451,172		50,531	$	2,097,037	$	253,408	$	4,850,114
William Hollis		19,202	$	796,883		29,288	$	1,215,452		38,401	$	1,593,642	$	190,801	$	3,796,778

(3)

The estimated amounts shown in this column represent the value of monthly cash payments for a period of 12 months following a qualifying termination equal to 125% of (A) the cost of continued health and dental coverage under COBRA, less (B) the amount the employee would be required to contribute as an active employee. These are “double-trigger” benefits in that they will be paid to the named executive officer only if the named executive officer experiences a qualifying termination of employment under the Executive Severance Agreements prior to, on or following the effective time of the merger.

New Management Arrangements

As of the date of this proxy statement, there are no employment, equity or other agreements, arrangements or understandings between any of the Partnership’s directors or executive officers, on the one hand, and Parent or the surviving entity, on the other hand, and the merger is not conditioned upon any of the Partnership’s directors or executive officers entering into any such agreement, arrangement or understanding.

Pursuant to the merger agreement, the Partnership may grant cash retention bonuses to the employees of the Partnership and its subsidiaries (which, under the merger agreement, includes ServiceCo) including the Partnership’s executive officers, subject to Parent’s consent. As of the date of this proxy statement, no determinations have been made as to whether any executive officer will receive any such award.

Material U.S. Federal Income Tax Consequences of the Merger

The following is a summary of certain material U.S. federal income tax considerations to U.S. holders (as defined below) of the merger. This summary is based on the provisions of the Code, U.S. Treasury regulations promulgated thereunder, administrative rulings and judicial decisions, all as in effect on the date of this proxy statement and all of which are subject to change or varying interpretation, possibly with retroactive effect. Any such changes could affect the accuracy of the statements and conclusions set forth herein. A ruling from the Internal Revenue Service (the “IRS”) with respect to the statements made and the conclusions reached in the following summary has not been sought, and there can be no assurance that the IRS or a court will agree with such statements and conclusions.

This summary is limited to U.S. holders of Partnership Units that hold their Partnership Units as capital assets within the meaning of Section 1221 of the Code (generally, property held for investment). This summary is general in nature and does not address all aspects of U.S. federal income taxation that may be relevant to U.S. holders in light of their personal circumstances. In addition, this summary does not address the Medicare tax on certain investment income, U.S. federal estate or gift tax laws, any state, local or non-U.S. tax laws, any tax treaties or the tax considerations that may be relevant to holders of Partnership Phantom Units. This summary also does not address tax considerations that may be applicable to investors that may be subject to special treatment under the U.S. federal income tax laws, such as:

•

banks, insurance companies or other financial institutions;

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tax-exempt or governmental organizations;

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qualified foreign pension funds (or any entities all of the interests of which are held by a qualified foreign pension fund);

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dealers in securities or foreign currencies;

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persons whose functional currency is not the U.S. dollar;

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“controlled foreign corporations”, “passive foreign investment companies”, and corporations that accumulate earnings to avoid U.S. federal income tax;

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traders in securities that use the mark-to-market method of accounting for U.S. federal income tax purposes;

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persons subject to the alternative minimum tax;

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partnerships or other pass-through entities for U.S. federal income tax purposes or holders of interests therein (other than holders of Partnership Units);

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persons deemed to sell Partnership Units under the constructive sale provisions of the Code;

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persons that acquired Partnership Units through the exercise of employee stock options or otherwise as compensation or through a tax-qualified retirement plan;

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certain former citizens or long-term residents of the United States; and

•

persons that hold Partnership Units as part of a straddle, appreciated financial position, synthetic security, hedge, conversion transaction or other integrated investment or risk reduction transaction.

If a partnership (including an entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds Partnership Units, the tax treatment of a partner in such partnership generally will depend on the status of the partner, upon the activities of the partnership and upon certain determinations made at the partner level. A partner in a partnership (including entities or arrangements treated as partnerships for U.S. federal income tax purposes) holding Partnership Units should consult its own tax advisor regarding the U.S. federal income tax consequences of the merger.

For purposes of this discussion, the term “U.S. holder” means a beneficial owner of Partnership Units that, for U.S. federal income tax purposes, is:

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an individual who is a U.S. citizen or U.S. resident alien;

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a corporation, or other entity taxable as a corporation for U.S. federal income tax purposes, that was created or organized in or under the laws of the United States, any state thereof or the District of Columbia;

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an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or

•

a trust (1) the administration of which is subject to the primary supervision of a U.S. court and that has one or more United States persons that have the authority to control all substantial decisions of the trust or (2) that has made a valid election under applicable U.S. Treasury regulations to be treated as a United States person.

THIS DISCUSSION IS PROVIDED FOR GENERAL INFORMATION ONLY AND IS NOT A COMPLETE ANALYSIS OR DESCRIPTION OF ALL POTENTIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER. EACH HOLDER OF PARTNERSHIP UNITS IS STRONGLY URGED TO CONSULT WITH AND RELY UPON ITS OWN TAX ADVISOR AS TO THE SPECIFIC FEDERAL, STATE, LOCAL AND NON-U.S. TAX CONSEQUENCES TO SUCH HOLDER IN CONNECTION WITH THE MERGER.

Tax Considerations of the Merger to U.S. Holders of Partnership Units

Tax Characterization of the Merger

The receipt of cash in exchange for Partnership Units pursuant to the merger will be a taxable transaction to U.S. holders for U.S. federal income tax purposes. In general, the merger will be treated as a taxable sale of a U.S. holder’s Partnership Units in exchange for cash received in the merger.

Amount and Character of Gain or Loss Recognized

A U.S. holder who receives cash in exchange for Partnership Units pursuant to the merger will recognize gain or loss in an amount equal to the difference between (1) the sum of (A) the amount of any cash received and (B) such U.S. holder’s share of the Partnership’s liabilities immediately prior to the effective time of the merger and (2) such U.S. holder’s adjusted tax basis in the Partnership Units exchanged therefor (which includes such U.S. holder’s share of the Partnership’s liabilities immediately prior to the effective time of the merger).

A U.S. holder’s initial tax basis in its Partnership Units would have been equal to the amount such holder paid for the Partnership Units plus the U.S. holder’s share of the Partnership’s liabilities. Over time that basis would have (1) increased by (A) the U.S. holder’s share of the Partnership’s income and (B) any increases in the U.S. holder’s share of the Partnership’s liabilities and (2) decreased, but not below zero, by (A) distributions from the Partnership, (B) the U.S. holder’s share of the Partnership’s losses, (C) any decreases in the U.S. holder’s share of the Partnership’s liabilities and (D) the U.S. holder’s share of the Partnership’s expenditures that are not deductible in computing taxable income and are not required to be capitalized.

Except as noted below, gain or loss recognized by a U.S. holder on the receipt of cash in exchange for the Partnership Units pursuant to the merger will generally be taxable as capital gain or loss. However, a portion of this gain or loss, which portion could be substantial, will be separately computed and taxed as ordinary income or loss under Section 751 of the Code to the extent attributable to “unrealized receivables” or to “inventory items” owned by the Partnership and its subsidiaries. The term “unrealized receivables” includes potential recapture items, including depreciation recapture. Such ordinary income attributable to unrealized receivables, inventory items and depreciation recapture may exceed net taxable gain realized upon the exchange of a Partnership Unit

pursuant to the merger and may be recognized even if there is a net taxable loss realized on the exchange of such U.S. holder’s Partnership Units pursuant to the merger. Consequently, a U.S. holder may recognize both ordinary income and capital loss upon the exchange of Partnership Units in the merger.

Capital gain or loss recognized by a U.S. holder will generally be long-term capital gain or loss if the U.S. holder has held its Partnership Units for more than twelve (12) months as of the effective time of the merger. Non-corporate U.S. Holders are generally eligible for reduced rates of taxation on long-term capital gain. Deductions for capital losses are subject to significant limitations under the Code. Passive losses that were not deductible by a U.S. holder in prior taxable periods because they exceeded a U.S. holder’s share of the Partnership’s income generally can be deducted in full upon the U.S. holder’s taxable disposition of its entire investment in the Partnership pursuant to the merger.

The amount of gain or loss recognized by each U.S. holder in the merger will vary depending on each U.S. holder’s particular situation, including the adjusted tax basis of the Partnership Units exchanged by each U.S. holder in the merger, and the amount of any suspended passive losses that may be available to a particular unitholder to offset a portion of the gain recognized by each U.S. holder. Each U.S. holder is strongly urged to consult its own tax advisor with respect to the specific tax consequences of the merger to such holder, taking into account its own particular circumstances.

Partnership Items of Income, Gain, Loss and Deduction for the Taxable Period Ending on the Date of the Effectiveness of the Merger

U.S. holders of Partnership Units will be allocated their share of the Partnership’s items of income, gain, loss and deduction for the taxable period of the Partnership ending on the date of the effectiveness of the merger. These allocations will be made in accordance with the terms of the Limited Partnership Agreement. A U.S. holder will be subject to U.S. federal income tax on any such allocated income and gain even if such U.S. holder does not receive a cash distribution from the Partnership attributable to such allocated income and gain. Any such income and gain allocated to a U.S. holder will increase the U.S. holder’s tax basis in the Partnership Units held and, therefore, will reduce the gain, or increase the loss, recognized by such U.S. holder resulting from the merger. Any losses or deductions allocated to a U.S. holder will decrease the U.S. holder’s tax basis in the Partnership Units held and, therefore, will increase the gain, or reduce the loss, recognized by such U.S. holder resulting from the merger.

Distributions

Unitholders will continue to be entitled to receive regular quarterly cash distributions declared by the Board that are paid on a date prior to the consummation of the merger but will not be entitled to receive any distributions that would have been paid on a date after the consummation of the merger. Under the terms of the merger agreement, the Partnership is prohibited from establishing a record date for, declaring, setting aside for payment or paying any dividend or distribution, except for regular quarterly distributions with dividend and distribution dates, as applicable, that are on the same day in the same month as for the most recent corresponding quarter prior to the consummation of the merger.

Regulatory Approvals Required for the Merger

Under the HSR Act, and the related rules and regulations issued by the Federal Trade Commission (the “FTC”), certain transactions, including the merger, may not be consummated until notification and report forms have been filed by each of the Partnership and Parent with the FTC and the Antitrust Division of the Department of Justice (the “DOJ”) and the applicable waiting periods have expired or terminated. The Partnership and Parent filed their respective notification and report forms under the HSR Act with the DOJ and the FTC on June 3, 2019.

At any time before or after the effective time of the merger, the DOJ, the FTC, the U.S. state attorneys general or certain foreign governmental authorities could take action under applicable antitrust laws, including seeking to enjoin the consummation of the merger, conditionally approving the merger upon the divestiture of assets of Parent or the Partnership, subjecting the consummation of the merger to regulatory conditions or seeking other remedies. Private parties may also seek to take legal action under the antitrust laws under certain circumstances.

Under the merger agreement, the respective obligations of the Partnership, Parent and Merger Sub to effect the merger are subject to, among other things, (i) the expiration or early termination of the waiting period (and any extension thereof) applicable to the merger under the HSR Act, (ii) the receipt of CFIUS approval (as defined below under the section entitled “The Merger Agreement—Reasonable Best Efforts and Certain Pre-Closing Obligations”), (iii) the receipt of the PA PUC approval and (iv) certain regulatory approvals in The Bahamas. For a description of Parent’s and the Partnership’s respective obligations under the merger agreement with respect to regulatory approvals, please see the section entitled “The Merger Agreement—Reasonable Best Efforts and Certain Pre-Closing Obligations” beginning on page 100.

We currently expect to obtain all antitrust and other regulatory approvals that are required for the consummation of the merger by the fourth quarter of 2019; however, we cannot guarantee when any such approvals will be obtained, or that they will be obtained at all.

Delisting and Deregistration of the Partnership Units

If the merger is consummated, the Partnership Units will be delisted from the NYSE and deregistered under the Exchange Act, and the Partnership Units will no longer be publicly traded.

THE MERGER AGREEMENT

The following is a summary of the material provisions of the merger agreement, a copy of which is attached as Annex A to this proxy statement and is incorporated into this proxy statement by reference. We urge you to carefully read this entire proxy statement, including the annexes and the other documents to which we have referred you. You should also review the section entitled “Where You Can Find Additional Information About Us” beginning on page 116.

The merger agreement has been included for your convenience to provide you with information regarding its terms, and we recommend that you read it in its entirety. The merger agreement is a contractual document that establishes and governs the legal relations among the Partnership, the General Partner, ServiceCo, Parent and Merger Sub, and allocates risks among the parties, with respect to the merger.

The representations and warranties of the Partnership and the General Partner contained in the merger agreement have been made solely for the benefit of Parent and Merger Sub, and the representations and warranties of Parent and Merger Sub have been made solely for the benefit of the Partnership. In addition, such representations and warranties (a) have been made only for purposes of the merger agreement, (b) have been qualified by certain documents filed with, or furnished to, the SEC by the Partnership prior to the date of the merger agreement, (c) have been qualified by confidential disclosures made to Parent and Merger Sub in connection with the merger agreement, (d) are subject to materiality qualifications contained in the merger agreement which may differ from what may be viewed as material by investors, (e) were made only as of the date of the merger agreement or such other date as is specified in the merger agreement and (f) have been included in the merger agreement for the purpose of allocating risk between the Partnership and the General Partner, on the one hand, and Parent and Merger Sub, on the other hand, rather than establishing matters as facts. Accordingly, the merger agreement is included with this proxy statement only to provide investors with information regarding the terms of the merger agreement and not to provide investors with any other factual information regarding the Partnership, the General Partner, ServiceCo, Parent or Merger Sub or their respective subsidiaries or businesses. Investors should not rely on the representations and warranties or any descriptions thereof as characterization of the actual state of facts or condition of the Partnership, the General Partner, ServiceCo, Parent or Merger Sub or their respective subsidiaries or businesses. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the merger agreement, which subsequent information may or may not be fully reflected in the Partnership’s public disclosures.

The Partnership will provide additional disclosure in its public reports of any material information necessary to provide the unitholders with a materially complete understanding of the disclosures relating to the merger agreement. The representations and warranties in the merger agreement and the description of them in this proxy statement should not be read alone but instead should be read in conjunction with the other information contained in the reports, statements and filings the Partnership publicly files with the SEC. Such information can be found elsewhere in this proxy statement and in the public filings the Partnership makes with the SEC, as described in the section entitled “Where You Can Find Additional Information About Us” beginning on page 116.

The Merger

Subject to the terms and conditions of the merger agreement and in accordance with the Delaware Limited Liability Company Act and the DRULPA, at the effective time of the merger, Merger Sub, a wholly owned subsidiary of Parent, will be merged with and into the Partnership. The separate existence of Merger Sub will cease and the Partnership will continue as the surviving entity. As a result, the Partnership will become a wholly owned subsidiary of Parent. Subject to certain provisions contained in the merger agreement relating to Parent’s treatment of ServiceCo, immediately prior to the consummation of the merger, ServiceCo may also become a wholly owned subsidiary of Parent, as discussed below in the section entitled “—ServiceCo Matters”.

Closing and Effective Time of the Merger

The closing of the merger will take place at 10:00 a.m. (New York City time) on the fifth business day following the satisfaction or waiver (to the extent such waiver is permitted by applicable law) of all of the conditions described in the section below entitled “—Conditions of the Merger” (other than any conditions that by their nature are to be satisfied at the closing of the merger, but subject to satisfaction or waiver of such conditions at such time), unless the marketing period (as described in the section below entitled “—Marketing Period”) in connection with Parent’s financing commitments has not ended at least five business days prior to the time that the closing of the merger would otherwise have occurred, in which case the closing date of the merger will be tolled until the earlier to occur of (i) a date before or during the marketing period specified by Parent on at least three business days’ prior written notice to the Partnership and (ii) the fifth business day immediately following the final day of the marketing period, unless the Partnership and Parent agree to another date or time in writing.

The merger will become effective at the time the certificate of merger is filed with the Secretary of State of the State of Delaware, or such later time as is specified in the certificate of merger and as is agreed to by the parties to the merger agreement, which is referred to as the “effective time” of the merger.

At the effective time of the merger, the Certificate of Limited Partnership and the Limited Partnership Agreement in effect immediately prior to the effective time of the merger will remain unchanged and will be the certificate of limited partnership and agreement of limited partnership of the surviving entity until thereafter amended as provided therein or by applicable law (subject to certain requirements contained in the merger agreement in connection with indemnification obligations).

At the effective time of the merger, in accordance with the merger agreement, the Limited Partnership Agreement and the DRULPA, Parent will be admitted as the sole limited partner of the Partnership and will hold all limited partner interests in the Partnership and simultaneously therewith, all limited partners of the Partnership immediately prior to the merger will cease to be limited partners of the Partnership, subject to certain conditions pursuant to which ServiceCo may remain a limited partner of the Partnership as described further in the section below entitled “—ServiceCo Matters”. At the effective time of the merger, the General Partner will continue as the sole general partner of the Partnership and the Partnership will continue without dissolution.

Marketing Period

The marketing period is the first period of at least 15 consecutive business days after May 10, 2019, commencing upon the date of receipt by Parent, Merger Sub and their debt financing sources of certain financial information required by its debt financing sources and such other pertinent and customary financial information and other information that is reasonably requested by Parent, in each case to enable Parent to arrange, market, syndicate and consummate its debt financing (or any alternative financing as permitted by the merger agreement, as described above under the section entitled “The Merger—Financing of the Merger—Debt Financing”), including financial information of the type and form that are customarily included in private placements of non-convertible debt securities pursuant to Rule 144A promulgated under the Securities Act (such information, the “required financial information”), that meet certain compliance requirements set forth in the merger agreement (we refer to the satisfaction of such requirements in this section as “compliant”).

The marketing period will be deemed not to have commenced if (a) the no restraints condition and the governmental consents condition, each as defined below in the section entitled “—Conditions of the Merger”, have not been satisfied and (b) on or prior to the completion of such 15 consecutive business day period, (i) the Partnership’s independent accountant has withdrawn its audit opinion with respect to any financial statements contained in the required financial information, in which case the marketing period will not be deemed to have commenced, at the earliest, unless and until a new unqualified audit opinion is issued with respect to the consolidated financial statements of the Partnership and its subsidiaries for the applicable periods by the

independent accountant or another independent public accounting firm of international standing; (ii) the Partnership has publicly announced its intent to restate any financial statements included in the required financial information, in which case the required financial information will only be deemed as received for purposes of the “marketing period” on the date (if any) that (A) such restatement has been completed and the applicable financial statements have been amended and delivered to Parent or (B) the Partnership has provided written notice to Parent that it has concluded that no restatement shall be required in accordance with GAAP; or (iii) the required financial information ceases to be compliant or would be required to be updated in order to be compliant on any day during such 15 consecutive business day period (and is not so updated), in which case the marketing period shall not be deemed to have commenced until the receipt by Parent of such updated required financial information. The marketing period shall in any event end on the date on which the full amount of Parent’s debt financing is funded.

Consideration to be Received in the Merger

The merger agreement provides that, at the effective time of the merger, each Partnership Unit issued and outstanding immediately prior to the effective time of the merger (other than Partnership Units owned immediately prior to the effective time of the merger by the Partnership, Parent or any of its subsidiaries or, under certain circumstances set forth in the merger agreement, by ServiceCo) will be converted into the right to receive $41.50 in cash, without interest and less any applicable withholding tax. Following the effective time of the merger, each unitholder will cease to have any rights with respect to such Partnership Units, except for the right to receive the merger consideration, without interest.

Cancellation of Certain Units

Subject to certain provisions contained in the merger agreement relating to Partnership Units held by ServiceCo, all Partnership Units that are owned immediately prior to the effective time by the Partnership or Parent or any of its subsidiaries will be automatically canceled and will cease to exist and will not be entitled to any merger consideration.

General Partner Interest

The general partner interest in the Partnership issued and outstanding immediately prior to the effective time will remain outstanding in the surviving entity in the form set forth in the Limited Partnership Agreement, and the General Partner, as the holder of such general partner interest, will continue as the sole general partner of the surviving entity as set forth in the Limited Partnership Agreement.

ServiceCo Matters

In connection with the consummation of the merger, the parties agreed to provide Parent with the ability to structure the relationship between ServiceCo and the Partnership from and after the consummation of the merger. Parent in its sole discretion may elect, prior to the closing of the merger, to cause ServiceCo to continue to hold the Partnership Units held by ServiceCo as of the effective time of the merger and to thereby remain a limited partner of the Partnership, in each case at and after the consummation of the merger if:

(x) to the extent required, the approval by GreatBanc Trust Company, in its capacity as trustee of the ESOP, of the purchase by Parent or an affiliate thereof of all of the outstanding shares of common stock of ServiceCo, has been obtained prior to the consummation of the merger; and

(y) at or prior to the effective time of the merger, ServiceCo has become a wholly owned subsidiary of Parent in accordance with the terms of the merger agreement.

Alternatively, Parent in its sole discretion may elect, in lieu of pursuing the above transactions, to replace the members of both the ServiceCo Board and the ESOP Committee with its own designees, in which case the

Partnership Units held by ServiceCo would receive the merger consideration upon the consummation of the merger in the same manner as any other Partnership Units, as discussed above in the section entitled “—Consideration to be Received in the Merger”.

In connection with the foregoing ServiceCo matters, the Partnership has agreed to cooperate with Parent in obtaining necessary approvals and implementing the ServiceCo structure elected by Parent.

Treatment of Equity and Equity-Based Awards

At the effective time of the merger, subject to all required withholding taxes:

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each outstanding award of Partnership Phantom Units, other than awards of Post-Signing Partnership Phantom Units will be canceled and converted into the right to receive an amount in cash equal to the sum of (A) (x) the merger consideration multiplied by (y) the number of Partnership Units subject to such award of Partnership Phantom Units plus (B) the amount of any accumulated and unpaid distribution equivalents in respect of such award of Partnership Phantom Units (the sum of such amounts, the “Partnership Phantom Unit Payment Amount”);

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Performance Units that are On-Cycle Partnership Performance Awards will equal the lesser of (1) the applicable Pro-Rated Partnership Performance Unit Payment Amount multiplied by two and (2) the applicable Partnership Performance Unit Payment Amount.

Payment for Units

Prior to the closing of the merger, Parent will designate a bank or trust company reasonably acceptable to the Partnership to act as paying agent for the payment of the merger consideration. At or immediately after the effective time of the merger, Parent will deposit, or will cause to be deposited, with the paying agent an amount in cash sufficient to pay the aggregate merger consideration (the “exchange fund”).

As promptly as reasonably practicable after the effective time of the merger (but no later than five business days after the effective time of the merger), Parent and the surviving entity will cause the paying agent to mail to each person who was, at the effective time of the merger agreement, a record holder of certificates representing Partnership Units (other than certificates representing Partnership Units that will be canceled in accordance with the merger agreement or, at Parent’s election, certain ServiceCo units) whose units were converted into the right to receive the merger consideration, a letter of transmittal and instructions on how to surrender certificates representing Partnership Units in exchange for the merger consideration. Upon delivery of a properly completed letter of transmittal, duly completed and validly executed in accordance with the instructions thereto (and such other customary documents as may reasonably be required by the paying agent), and the surrender of certificates representing Partnership Units, the holder of such certificates will be entitled to receive cash in an amount equal to the merger consideration multiplied by the number of Partnership Units formerly represented by such certificates, and such surrendered certificates will be cancelled.

As promptly as reasonably practicable after the effective time of the merger (but no later than five business days after the effective time of the merger), Parent and the surviving entity will cause the paying agent to mail to each person who was, at the effective time of the merger agreement, a record holder of non-certificated Partnership Units held in book entry form (each, an “uncertificated unit”) (other than uncertificated units that will be canceled in accordance with the merger agreement or, at Parent’s election, certain ServiceCo units) whose units were converted into the right to receive the merger consideration, materials advising such holder of the effectiveness of the merger and the conversion of its uncertificated units into the right to receive the merger consideration. Upon delivery by the holders of such uncertificated units of customary documents as may reasonably be required by the paying agent, such holder will be entitled to receive cash in an amount equal to the merger consideration multiplied by the number of such uncertificated units.

At any time following the first anniversary of the closing of the merger, the surviving entity will be entitled to require the paying agent to deliver to it any portion of the exchange fund (including any interest received) which has not been disbursed to holders of certificates or uncertificated units, and thereafter such holders will be entitled to look only to the surviving entity for payment of their claims with respect to such merger consideration, pursuant to the terms of the merger agreement. Each certificate representing a Partnership Unit that is surrendered will be canceled. You should not send in your Partnership Unit certificates until you receive a letter of transmittal with instructions from the paying agent. Do not send Partnership Unit certificates with your proxy card.

The merger consideration paid in respect of Partnership Units in accordance with the merger agreement will be deemed to have been paid in full satisfaction of all rights pertaining to the Partnership Units previously represented by the relevant certificates or uncertificated units. At the effective time of the merger, the transfer books of the Partnership will be closed and thereafter there shall be no further registration of transfers on the transfer books of the surviving entity of the Partnership Units that were outstanding immediately prior to the effective time of the merger. From and after the effective time of the merger, the holders of certificates representing Partnership Units and uncertificated units outstanding immediately prior to the effective time will cease to have any rights with respect to such Partnership Units, except as otherwise provided for in the merger

agreement or by applicable law. If, at any time after the effective time, certificates representing Partnership Units are presented to the surviving entity for any reason, they will be canceled and exchanged as provided for in the merger agreement and described in this section.

If, during the period between the date of the merger agreement and the effective time of the merger, any change in the number or class of Partnership Units occurs, by reason of the occurrence or record date of any unit split, reverse unit split, unit dividend (including any dividend or other distribution of securities convertible into Partnership Units), reorganization, recapitalization, reclassification, combination, exchange of units or other like change, the merger consideration and any other amounts payable pursuant to the merger agreement will be appropriately adjusted to reflect such unit split, reverse unit split, unit dividend (including any dividend or other distribution of securities convertible into Partnership Units), reorganization, recapitalization, reclassification, combination, exchange of units or other like change.

If your Partnership Unit certificate has been lost, stolen or destroyed, you will be entitled to obtain payment of the merger consideration by making an affidavit to that effect, complying with the other procedures set forth above, and, if required by the surviving entity or the paying agent, posting a bond, in such reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to your lost, stolen or destroyed Partnership Unit certificate.

Pursuant to the merger agreement, Parent, the surviving entity and the paying agent may deduct and withhold from the merger consideration and any other amounts payable under the merger agreement in connection with the Partnership Units any amounts required to be deducted and withheld under applicable tax laws with respect to the making of such payments.

Representations and Warranties

The merger agreement contains a number of representations and warranties made by the Partnership and the General Partner with respect to the Partnership and its subsidiaries, including representations and warranties relating to:

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due organization, valid existence, good standing and similar matters;

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capital structure and equity securities;

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partnership, limited liability company and corporate power and authority, as applicable, to execute and deliver the merger agreement and to consummate the transactions contemplated by the merger agreement;

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authorization of the merger agreement, the merger and the other transactions contemplated by the merger agreement and enforceability of the merger agreement;

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absence of conflicts with, violation or breach of or defaults under the organizational documents and certain contracts in connection with the execution, delivery and performance of the merger agreement and the consummation of the merger and the other transactions contemplated by the merger agreement;

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required governmental filings and consents;

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absence of violation of applicable laws in connection with the execution, delivery and performance of the merger agreement and the consummation of the merger and the other transactions contemplated by the merger agreement;

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accuracy and sufficiency of reports and financial statements filed with the SEC;

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absence of undisclosed liabilities;

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internal controls over financial reporting;

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certifications of the Partnership’s principal executive officer and principal financial officer required by the Sarbanes-Oxley Act of 2002 and the Exchange Act with respect to the Partnership’s reports filed with the SEC;

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absence of off-balance sheet arrangements;

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accuracy of the information in this proxy statement;

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absence of certain changes or events and the conduct of business in the ordinary course of business since December 31, 2018;

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legal proceedings and judgments;

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compliance with applicable laws (including anti-corruption and other international trade laws), permits, judgments (including court orders) and certain regulatory matters;

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tax matters;

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employee compensation and benefits matters and matters relating to the Employee Retirement Income Securities Act of 1974, as amended;

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labor matters;

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environmental matters and compliance with environmental laws;

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intellectual property;

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the inapplicability of state takeover statutes and the absence of unitholder rights agreements;

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real and personal property;

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material contracts;

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insurance;

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regulatory matters;

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receipt of opinion from the Partnership’s financial advisor;

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broker’s, finder’s, financial advisor’s and similar fees;and

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related party transactions.

The merger agreement also contains a number of representations and warranties made by Parent and Merger Sub with respect to Parent and Merger Sub, including representations and warranties relating to:

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due organization, valid existence, good standing and similar matters;

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corporate, limited liability or other applicable power and authority to execute and deliver the merger agreement and to consummate the transactions contemplated by the merger agreement;

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absence of conflicts with, violation or breach of, defaults under, the charter documents and certain contracts in connection with the execution, delivery and performance of the merger agreement and the consummation of the merger and the other transactions contemplated by the merger agreement;

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authorization of the merger agreement, the merger and the other transactions contemplated by the merger agreement, and enforceability of the merger agreement;

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required governmental filings and consents;

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ownership and operations of Merger Sub since its formation;

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Parent’s financing commitments under the debt and equity financing letters and sufficiency of funds to pay the merger consideration;

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absence of certain arrangements with the Partnership’s management, the Board or any beneficial owner of Partnership Units;

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broker’s, finder’s, financial advisor’s and similar fees;

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non-reliance on the Partnership’s estimates, projections, forecasts, forward-looking statements and business plans;

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accuracy of information supplied to the Partnership for inclusion or incorporation by reference in this proxy statement;

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legal proceedings;

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ownership of Partnership Units; and

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limited guarantee in favor of the Partnership.

Significant portions of the representations and warranties of the Partnership and the General Partner are qualified as to “materiality” or “material adverse effect” and significant portions of the representations and warranties of Parent and Merger Sub are qualified as to “materiality” or a “material adverse effect” on the ability of Parent and Merger Sub to consummate the transactions contemplated by the merger agreement on a timely basis or the compliance by Parent or Merger Sub with its obligations under the merger agreement. Under the merger agreement, a “material adverse effect” with respect to the Partnership and its subsidiaries means any effect, change, event, fact, condition, development or occurrence that, individually or in the aggregate with all other effects, changes, events, facts, conditions, developments or occurrences, (a) has a material adverse effect on the business, assets, condition (financial or otherwise), properties, liabilities or results of operations of the Partnership and its subsidiaries, taken as a whole, or (b) would prevent or materially delay or materially impair (i) the consummation by the Partnership or the General Partner of the merger on a timely basis or (ii) the compliance by the Partnership or the General Partner with its obligations under the merger agreement, except that only for clause (a) above, none of the following, and no effect, change, event, fact, condition, development or occurrence arising out of, or resulting from, the following, will constitute or be taken into account in determining whether a “material adverse effect” has occurred, is continuing or would reasonably be expected to occur:

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any effect, change, event, fact, condition, development or occurrence generally affecting the midstream logistics and/or blending industries (including the terminaling, storage, processing and marketing industries), including regulatory conditions (or changes therein) or any other industry in which the Partnership and its subsidiaries operate, or the economy, credit, financial, capital or commodities markets in the United States, the Caribbean or elsewhere in the world, including changes in interest or currency exchange rates;*

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any effect, change, event, fact, condition, development or occurrence to the extent arising out of, resulting from or attributable to:

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changes or announced changes in law or in GAAP, or any changes or announced changes in the interpretation (to the extent authoritative) or enforcement of any of the foregoing, or any changes or announced changes in general legal, regulatory or political conditions, in each case, after the date of the merger agreement applicable to the Partnership or any of its properties, operations or assets;*

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the negotiation, execution, announcement or performance of the merger agreement or the consummation of the merger (other than for purposes of certain representations and warranties contained in the merger agreement relating to the unitholder vote and governmental approvals), including the impact thereof on relationships, contractual or otherwise, with customers, suppliers, distributors, partners, employees or regulators, or any litigation arising from the merger agreement or the transactions contemplated by the merger agreement;

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acts of war (whether or not declared), military activity or terrorism, or any escalation or worsening thereof;*

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pandemics, earthquakes, floods, hurricanes, tornados or other natural disasters, or other comparable weather-related events;*

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changes in oil, natural gas, condensate, natural gas liquids or refined petroleum products prices or the prices of other commodities, including changes in price differentials;

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any action taken by the Partnership or its subsidiaries in compliance with the covenants set forth in the merger agreement (other than those described in the section entitled “—Covenants Regarding Conduct of Business by the Partnership Pending the Effective Time”) or at Parent’s express written request or with Parent’s written consent, or the failure to take any action by the Partnership or its subsidiaries if that action is prohibited by the merger agreement;

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any change or prospective change, in and of itself, in the Partnership’s credit ratings (but not the underlying causes);

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any decline, in and of itself, in the market price, or change in trading volume, of any securities of the Partnership (but not the underlying causes); or

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any failure, in and of itself, to meet any internal or public projections, forecasts, guidance, estimates, milestones, budgets or internal or published financial or operating predictions of revenue, earnings, cash flow, distributions or cash position (but not the underlying causes).

except, in the case of the bullets marked with an asterisk above, to the extent such effect, change, event, fact, condition, development or occurrence has a disproportionate adverse effect on the Partnership and its subsidiaries, taken as a whole, as compared to other similarly sized participants in the industry or geographic markets in which the Partnership and its subsidiaries operate (in which case the incremental disproportionate impact or impacts may be taken into account in determining whether or not there has been, or would reasonably be expected to be, a material adverse effect).

The representations and warranties of the Partnership, the General Partner, Parent and Merger Sub will expire upon the effective time of the merger.

Covenants Regarding Conduct of Business by the Partnership Pending the Effective Time

Subject to certain exceptions, unless Parent otherwise consents in writing (which consent may not be unreasonably withheld, conditioned or delayed), the Partnership and the General Partner have agreed that during the period from the date of the merger agreement until the effective time of the merger, each of the Partnership and the General Partner will, and will cause its subsidiaries to use its and their reasonable best efforts to:

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carry on its business and operations in all material respects in the ordinary course consistent with past practice;

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preserve its and each of its subsidiaries’ business organizations substantially intact; and

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preserve existing relations with key suppliers, customers, employees, distributors, vendors, licensors, licensees, governmental authorities and other persons with whom the Partnership or its subsidiaries have significant business relationships substantially intact, and maintain its insurance coverage with respect to any material assets and its material permits, in each case, substantially consistent with past practice.

In addition, the merger agreement places specific restrictions on the ability of the Partnership and its subsidiaries to, subject to certain exceptions, unless Parent otherwise consents in writing (which consent may not be unreasonably withheld, conditioned or delayed), among other things:

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issue, sell, grant, pledge, transfer, dispose of or encumber, or authorize or propose the issuance, sale, grant, pledge, transfer, disposition of or encumbrance on any partnership interests, shares of capital

stock or other equity or voting interests, or any securities or rights convertible into, exchangeable or exercisable for, or evidencing the right to subscribe for any partnership interests, shares of capital stock or other equity or voting interests, or any rights, warrants or options to purchase any partnership interests, shares of capital stock or other equity or voting interests, except for transactions among the Partnership and its wholly owned subsidiaries, issuance or grants made in the ordinary course of business consistent with past practice as required pursuant to partnership equity awardsoutstanding at signing or granted after signing in accordance with the restrictions contained in the merger agreement and described in this section (as used in this proxy statement, “partnership equity awards” means Partnership Phantom Units (including Post-Signing Partnership Phantom Units), Partnership Director Deferred Units, Partnership Deferral Units and Partnership Performance Units (including Post-Signing Partnership Performance Units), along with any cash distribution equivalents);

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redeem, purchase, repurchase or otherwise acquire any partnership interests, shares of capital stock or other equity or voting interests in the Partnership or any rights, warrants or options to acquire any partnership interests, shares of capital stock or other equity or voting interests in the Partnership, except pursuant to the forfeiture or withholding of taxes with respect to partnership equity awards;

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establish a record date for, declare, set aside for payment or pay any dividend or distribution, except certain intercompany distributions and regular quarterly distributions with dividend and distribution dates, as applicable, that are on the same day in the same month as for the most recent corresponding quarter prior to the closing of the merger;

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split, combine, subdivide or reclassify any partnership interests, shares of capital stock or other equity or voting interests in the Partnership, except by a wholly owned subsidiary of the Partnership which remains a wholly owned subsidiary of the Partnership after the consummation of such transaction;

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enter into any contract with respect to the voting of any partnership interests, shares of capital stock or other equity or voting interests in the Partnership or any rights, warrants or options to acquire any partnership interests, shares of capital stock or other equity or voting interests in the Partnership;

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(i) incur, assume, guarantee or otherwise become liable, directly, contingently or otherwise, for any “indebtedness” (which includes indebtedness for borrowed money and obligations under credit instruments, capital leases and financial instrument agreements (other than accounts payable, accrued expenses and endorsement of negotiable instruments for collection in the ordinary course of business consistent with past practice)), (ii) issue or sell any debt securities or warrants or other rights to acquire any debt securities of the Partnership or any of its subsidiaries, or (iii) guarantee any indebtedness of another entity or enter into any “keep well” or other agreement to maintain any financial statement condition of another entity, except, in each case, for (a) intercompany indebtedness or guarantees among the partnership and its wholly owned subsidiaries, (b) letters of credit, security or performance bonds or similar credit support instruments, overdraft facilities or cash management programs, in each case issued, made or entered into in the ordinary course of business consistent with past practice, (c) indebtedness under the Partnership’s existing credit facility or other existing arrangements (including letters of credit), not to exceed $500 million in the aggregate, (d) indebtedness incurred in connection with the refinancing of existing indebtedness or indebtedness incurred as permitted by such restrictions subject to certain limitations contained in the merger agreement, and (e) entry into swap or hedging transactions or other derivative agreements in the ordinary course of business consistent with past practice that can be terminated on 90 days or less notice;

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pre-pay any indebtedness for borrowed money or modify in any material respect the material terms or extend the maturity of any indebtedness except for pre-payment of the indebtedness under the Partnership’s existing credit facility;

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make any loans, capital contributions or advances, except to the Partnership or its wholly owned subsidiaries and to joint ventures in which the Partnership or its subsidiaries participate subject to certain conditions contained in the merger agreement;

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sell, lease, transfer, license or otherwise surrender, relinquish, dispose of or encumber any of the Partnership’s properties or assets, except for (i) sales or leases for aggregate consideration of less than or equal to (a) $25 million during the nine-month period following signing and (b) $25 million during the six-month period thereafter, (ii) dispositions of obsolete, surplus or worn out assets or assets no longer used or useful in the Partnership’s conduct of its business, other than dispositions of owned real property, (iii) certain intercompany transfers and (iv) in the ordinary course of business consistent with past practice, (a) leases of owned real property, (b) subleases of real property in which the Partnership or its subsidiaries is a tenant or a subtenant, (c) voluntary termination, expirations or surrenders of any partnership leases, (d) sales of crude oil, natural gas, condensates, natural gas liquids and other produced hydrocarbons, refined products and minerals conducted in accordance with the Partnership’s risk management policy and (e) other sales and leases of tangible personal property;

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make or authorize capital expenditures, including for property, plant and equipment, except for repair or replacement of facilities, properties or assets destroyed or damaged due to casualty or accident (whether or not covered by insurance) or to otherwise prevent material risk to the safety and integrity of such facilities, properties or assets and except as provided in the Partnership’s capital expenditure plan;

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make any acquisitions (including by merger) of the capital stock or the assets of any entity, except for (i) acquisitions of tangible personal property in the ordinary course of business consistent with past practice, (ii) acquisitions for aggregate consideration of less than or equal to (a) $25 million during the nine-month period following signing and (b) $25 million during the six-month period thereafter and (iii) acquisitions with respect to capital expenditures permitted pursuant to the restrictions in the immediately preceding bullet;

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make material changes in financial accounting methods, principles or practices materially affecting the consolidated assets, liabilities or results of operations of the Partnership and its subsidiaries, except as required by GAAP (including any authoritative interpretation thereof), applicable law or any governmental authority or quasi-governmental authority (including the Financial Accounting Standards Board);

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amend or restate the Partnership’s organizational documents or amend in any material respect or restate the organizational documents of any of the Partnership’s subsidiaries, as in effect at signing;

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grant liens on any of the Partnership’s material assets, except for liens to secure indebtedness permitted in the sixth bullet above, liens to the Partnership or its wholly owned subsidiaries and certain permitted liens;

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waive, release, assign, settle or compromise any pending or threatened action against the Partnership or any of its subsidiaries, except for settlements of actions reflected or reserved against in the Partnership’s financial statements for an amount not materially in excess of the amount so reflected or reserved or otherwise for amounts in excess of $3 million individually or $25 million in the aggregate (in each case, net of insurance proceeds or amounts from indemnification agreements) and except for certain other permitted exceptions;

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waive, release, assign, settle or compromise any pending or threatened material action in respect of any rates or authority to provide service in the ordinary course with federal or state governmental authorities, shippers or other interested parties, subject to keeping Parent informed in all material respects and on a reasonably timely basis of the status of any pending or threatened actions in respect of any rates or authority to provide service in the ordinary course with federal or state governmental authorities, shippers or other interested parties, and except for certain other permitted exceptions;

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make or change any material method of tax accounting or any material tax election, except in the ordinary course of business consistent with past practice;

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engage in any activity or conduct its business in a manner that would cause less than 90% of the Partnership’s gross income for any calendar quarter prior to the effective time of the merger to be

treated as “qualifying income” within the meaning of Section 7704(d) of the U.S. Internal Revenue Code of 1986;

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convert the Partnership from any one form of business entity to any other form of business entity, enter into any new line of business in which the Partnership and its subsidiaries were not engaged at signing or authorize, recommend, propose or announce an intention to adopt a plan of complete or partial dissolution or liquidation, merger, division, consolidation or other reorganization of the Partnership, except to accept a superior proposal as permitted under the merger agreement;

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enter into a new contract that would have been a material contract if it had been entered into prior to the date of the merger agreement or materially modify or amend (other than renewals on substantially the same or better terms), or cancel, terminate, assign, waive or release (or otherwise forego) any material right or claim under any material contract or any contract that would have been a material contract if it had been entered into prior to the date of the merger agreement, except for certain contracts entered into in the ordinary course of business consistent with past practice or contracts that amend, renew or replace any existing collective bargaining agreement;

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enter into any transactions or contracts with any person that would be required to be disclosed by the Partnership in its SEC filings as a related party transaction;

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conduct the business of the General Partner, the Partnership and any of its subsidiaries in a way that would cause any of the them to become an “investment company” subject to registration under the Investment Company Act of 1940;

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take any action that causes the businesses of the Partnership or any of its subsidiaries that are not already so regulated or treated as regulated to be (i) subject to rate regulation or comprehensive nondiscriminatory access regulation under any state or local law, (ii) deemed to be providing any service that would require prior state agency approval in order to discontinue or abandon such service or to implement a rate tariff for such service, (iii) regulated by the Federal Energy Regulatory Commission (“FERC”) under the Natural Gas Act of 1938 or (iv) regulated by the FERC under the Interstate Commerce Act, 49 U.S.C. App. § 1, et seq. (1988);

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fail to conduct any portion of the Partnership’s business subject to the Partnership’s risk management policy relating to purchases, sales, hedging and interest rate swap transactions conducted by the Partnership’s Merchant Services Segment in all material respects in compliance with such policy;

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make or renew any charitable contributions, except those made in the ordinary course of business consistent with past practice;

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except as required pursuant to a collective bargaining agreement of, or compensation or benefit plan or arrangement of, the Partnership or ServiceCo in effect on the date of the merger agreement or entered into thereafter in accordance with the merger agreement (i) grant any increase in compensation, other than ordinary course annual increases in base salary to individuals who are not directors or executive officers to the extent such increases do not exceed 3% in the aggregate, (ii) become a party to, establish, amend, commence participation in, terminate or commit itself to the adoption of any equity-based compensation plan or other employee benefit plan or agreement with or for the benefit of any current or former directors, officers, employees or consultants of the Partnership or its subsidiaries, (iii) establish, enter into, amend or adopt any collective bargaining agreement, compensation or benefit plan or arrangement, services agreement or other similar agreement, (iv) grant or amend any awards under any compensation or benefit plan or arrangement of the Partnership or ServiceCo, (v) materially change any actuarial or other assumptions used to calculate funding obligations under any benefit plans or arrangements or change the manner in which contributions thereto are made or determined, except as required under GAAP or applicable laws, (vi) take any action to accelerate in any material respect any rights or benefits under any compensation or benefit plan or arrangement of the Partnership or ServiceCo, or (vii) change, amend or modify any performance metrics or goals under any outstanding equity or incentive award;

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hire or engage any employee or consultant, or terminate the employment or engagement of any employee or consultant other than for cause if (i) such employee or consultant receives an annual base salary in excess of $250,000 (unless, in the case of hiring, to replace employees or fill open positions) or (ii) such employee is an executive officer of the Partnership or any of its subsidiaries; or

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authorize any of, or commit or agree, in writing or otherwise, to take any of, the preceding actions.

No Solicitation; Board Recommendation

In the merger agreement, the Partnership agreed to, and to cause its subsidiaries (including the General Partner) to, immediately cease and cause to be terminated any discussions or negotiations with any person conducted prior to the date of the merger agreement with respect to any takeover proposal and to request to have destroyed or returned all confidential information previously provided to such person by or on behalf of the Partnership or its subsidiaries and immediately prohibit any further access by such person to such information relating to a possible takeover proposal that has been provided in any such discussions or negotiations. Moreover, the Partnership has agreed to, and to cause its subsidiaries (including the General Partner) to, and to use its reasonable best efforts to cause each of its and their managers, officers, directors, employees, investment bankers, financial advisors, attorneys, accountants or other representatives to, not, directly or indirectly:

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initiate, solicit, knowingly encourage or knowingly facilitate (including by way of furnishing non-public information) the submission of any inquiries regarding, or the making or submission of any proposal or offer that constitutes, or would reasonably be expected to lead to, a takeover proposal;

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engage in, continue or otherwise participate in any discussions or negotiations regarding (except to notify any person of the provisions regarding non-solicitation in the merger agreement), or furnish to any other person any non-public information in connection with, or for the purpose of encouraging, any inquiry, proposal or offer that constitutes, or would reasonably be expected to lead to, a takeover proposal; or

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execute or enter into any letter of intent, memorandum of understanding, agreement in principle, confidentiality agreement, merger agreement, acquisition agreement, exchange agreement, joint venture agreement, partnership agreement, collaboration agreement, option agreement or other similar agreement providing for, relating to, or in connection with, a takeover proposal.

The merger agreement provides that, notwithstanding the restrictions described above or any other provision of the merger agreement to the contrary, if at any time after the date of the merger agreement and prior to the approval of the merger agreement and the transactions contemplated thereby by the holders of Partnership Units, the Partnership or any of its representatives receives an unsolicited bona fide takeover proposal which did not result from any breach of the non-solicitation provisions of the merger agreement, (i) the Partnership and its representatives may contact the person or group of persons making the takeover proposal or its or their representatives to clarify the terms and conditions of such takeover proposal or to request that any takeover proposal made orally be made in writing and (ii) if the Board or any committee thereof determines in good faith, after consultation with its financial advisors and outside legal counsel, that such takeover proposal constitutes or would reasonably be expected to result in a superior proposal, then the Partnership and any of its representatives may:

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enter into a confidentiality agreement, containing provisions that are not less favorable in any material respect to the Partnership than the confidentiality restrictions contained in the confidentiality agreement by and among the Partnership and IFM Investors (except that such confidentiality agreement need not include explicit or implicit standstill provisions or otherwise restrict the making of or amendment or modification to such takeover proposal) and expressly permit the Partnership to comply with its obligations under the merger agreement, with the person or group of persons making the takeover proposal and furnish, pursuant to such confidentiality agreement, information (including non-public information) with respect to the Partnership and its subsidiaries, as long as the Partnership promptly

provides to Parent any material non-public information concerning the Partnership or any of its subsidiaries that is provided to any person given such access which was not previously provided to Parent or its representatives; and

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engage in or otherwise participate in discussions or negotiations with the person or group of persons making such takeover proposal and its or their representatives.

If, prior to, but not after, obtaining the approval of the merger agreement and the transactions contemplated thereby by the holders of Partnership Units, the Board or any committee thereof determines in good faith, (i) after consultation with its financial advisors and outside legal counsel, that such takeover proposal constitutes a superior proposal and (ii) after consultation with its outside legal counsel, that the failure to take such action would be inconsistent with the Board’s or the applicable committee’s contractual obligations under the Limited Partnership Agreement or obligations under applicable law that are applicable to the Board or the applicable committee, to the extent not waived or otherwise modified or eliminated, the Board or any committee thereof may (a) make an adverse recommendation change (as defined below) or (b) terminate the merger agreement to enter into a definitive agreement providing for such superior proposal, subject to the concurrent or prior payment by the Partnership of the termination fee (as described in the section entitled “—Termination Fee”). The Board or any committee thereof is deemed to have made an “adverse recommendation change” when it (A) withdraws or qualifies (or amends or modifies in a manner adverse to Parent), or publicly proposes to withdraw or qualify (or amend or modify in a manner adverse to Parent), the Board’s recommendation that holders of the Partnership Units approve the merger agreement and the transactions contemplated thereby or fails to make such Board recommendation when otherwise required pursuant to the terms of the merger agreement, or takes any public action or makes any public statement inconsistent with such Board recommendation (it being understood that a customary “stop, look and listen” communication to the holders of Partnership Units pursuant to Rule 14d-9(f) promulgated under the Exchange Act will not be deemed to be inconsistent with such Board recommendation), (B) recommends, endorses, approves or adopts, or publicly proposes to recommend, endorse, approve or adopt, any takeover proposal, (C) fails to include in this proxy statement the Board’s recommendation that holders of the Partnership Units approve the merger agreement and the transactions contemplated thereby, (D) makes any public recommendation in connection with a tender offer or exchange offer that is subject to Regulation 14D under the Exchange Act other than a recommendation in a Solicitation/Recommendation Statement on Schedule 14D-9 against such tender offer or exchange offer or (E) if a takeover proposal (other than a takeover proposal subject to Regulation 14D) has been publicly announced or disclosed, fails to recommend against such takeover proposal or fails to reaffirm such Board recommendation on or prior to the earlier of ten business days after Parent requests such reaffirmation or five business days prior to the special meeting of limited partners.

Such actions may only be taken if (i) the Partnership provides to Parent prior written notice of its intention to take such action (which notice is required to identify the party making such superior proposal and the material terms and conditions of such superior proposal, and shall include an unredacted copy of the proposed acquisition agreement (if any) with the person making such superior proposal and unredacted copies of any other material documents evidencing or specifying the terms and conditions of such superior proposal (including the per Partnership Unit value of the consideration offered therein)) at least four business days prior to taking such action (the “superior proposal match period”); (ii) the Partnership has negotiated, and has caused its representatives to negotiate, in good faith with Parent during the superior proposal match period, to the extent Parent wishes to negotiate, to enable Parent to propose revisions to the terms of the merger agreement, either of the financing letters and the limited guarantee, as applicable, such that it would cause such takeover proposal to no longer constitute a superior proposal; and (iii) following the end of the superior proposal match period, the Board or any committee thereof shall have considered in good faith such revised terms, and shall have determined (x) after consulting with its financial advisors and outside legal counsel, that such takeover proposal would continue to constitute a superior proposal if the revisions proposed by Parent in such revised terms were to be given effect and (y) after consulting with its outside legal counsel, that the failure to take such action would be inconsistent with the Board’s or the applicable committee’s contractual obligations under the Limited Partnership Agreement or obligations under applicable law that are applicable to the Board or the applicable committee, to the extent not

waived or otherwise modified or eliminated. The Partnership has also agreed that any amendment to the financial terms or any other material term of such superior proposal will require a new notice to Parent and a new superior proposal match period of at least three business days.

In addition, if, prior to the approval of the merger agreement and the transactions contemplated thereby by the holders of Partnership Units, an intervening event (as described below) has occurred and the Board or any committee thereof has determined in good faith, after consulting with its outside legal counsel, that failure to make an adverse recommendation change would be inconsistent with the Board’s or the applicable committee’s contractual obligations under the Limited Partnership Agreement or obligations under applicable law that are applicable to the Board or the applicable committee, to the extent not waived or otherwise modified or eliminated, then the Board or any committee thereof may make an adverse recommendation change in response to an intervening event if (i) the Partnership provides to Parent prior written notice of its intention to take such action (which notice shall specify in reasonable detail the material facts underlying the Board’s determination that an intervening event has occurred and the reasons for such adverse recommendation change) at least four business days prior to taking such action (the “intervening event match period”), (ii) the Partnership has negotiated, and has caused its representatives to negotiate, in good faith with Parent during the intervening event match period, to the extent Parent wishes to negotiate, to enable Parent to propose revisions to the terms of the merger agreement, the financing letters and the limited guarantee, as applicable, so as to obviate the need for the Board to effect an adverse recommendation change on the basis of such intervening event so that the transactions contemplated by the merger agreement may be effected and (iii) following the end of the intervening event match period, the Board or any committee thereof will have considered in good faith such revised terms, and will have determined after consulting with its outside legal counsel, that failure to take such action would continue to be inconsistent with the Board’s or the applicable committee’s contractual obligations under the Limited Partnership Agreement or obligations under applicable law that are applicable to the Board or the applicable committee, to the extent not waived or otherwise modified or eliminated. The Partnership has also agreed that any material development with respect to an intervening event will require a new notice to Parent and a new intervening event match period of at least three business days.

The Partnership has also agreed to promptly (and in any event within 24 hours) notify Parent in writing of any takeover proposal or any inquiry, proposal or offer that would reasonably be expected to lead to a takeover proposal, the material terms and conditions of such takeover proposal, inquiry, proposal or offer and the identity of the person or group of persons making such takeover proposal, inquiry, proposal or offer, and to provide Parent copies of any documents evidencing or specifying the terms and conditions of such takeover proposal or, if not in writing, a written description of the material terms and conditions of such takeover proposal). Further, the Partnership is required to promptly (and in any event within 24 hours) keep Parent reasonably informed of any material developments with respect to any such takeover proposal, inquiry, proposal or offer (including providing additional written materials received).

A “takeover proposal” as used herein means any inquiry, proposal or offer from any person or group (other than Parent and its subsidiaries) relating to, in a single transaction or series of related transactions, any direct or indirect (i) acquisition of 15% or more of the consolidated assets of the Partnership and its subsidiaries, taken as a whole (based on the fair market value thereof, as determined in good faith by the Board or any committee thereof), including through the acquisition of one or more subsidiaries of the Partnership owning such assets, (ii) acquisition of beneficial ownership, or the right to acquire beneficial ownership, of the general partner interest of the Partnership or 15% or more of the outstanding Partnership Units, (iii) acquisition of a business or businesses that constitute 15% or more of the cash flow, net revenues or net income of the Partnership and its subsidiaries, taken as a whole, (iv) tender offer or exchange offer that if consummated would result in any person or group beneficially owning 15% or more of the outstanding Partnership Units, (v) merger, division, consolidation, share exchange, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Partnership pursuant to which such person or group (or the equityholders of any person) would acquire, directly or indirectly, 15% or more of the consolidated assets of the Partnership and its subsidiaries (based on the fair market value thereof, as determined in good faith by the Board or any committee

thereof) or 15% or more of the aggregate voting power of the Partnership or of the surviving entity in a merger, division, consolidation, share exchange or other business combination involving the Partnership or the resulting direct or indirect parent of the Partnership or such surviving entity, or (vi) issuance or sale or other disposition (including by way of merger, division, consolidation, business combination, reorganization, recapitalization or other similar transaction) of 15% or more of the outstanding Partnership Units, in each case, other than the transactions contemplated by the merger agreement.

A “superior proposal” as used herein means any unsolicited bona fide written takeover proposal made after the date of merger agreement that the Board or any committee thereof has determined in its good faith judgment, after consulting with its financial advisors and outside legal counsel, (i) would be more favorable from a financial point of view to the Partnership’s unitholders than the merger and (ii) is reasonably capable of being completed in accordance with its terms (if accepted), taking into account such legal, regulatory, financial, financing and other aspects (including certainty of closing and, to the extent third-party financing is required, that such financing is then fully committed on customary terms and conditions) of such proposal and the person making such proposal and of this merger agreement as the Board or any committee thereof deems relevant; for purposes of the definition of “superior proposal”, the references to “15%” in the definition of takeover proposal, above, are deemed to be references to “50%”.

An “intervening event” as used herein means any effect, change, event, fact, condition, development or occurrence that is material to the Partnership and its subsidiaries, taken as a whole, that (i) first becomes known after the date of the merger agreement and prior to receipt of the approval of holders of the Partnership Units and (ii) was not known by or reasonably foreseeable to the Board as of the date of the merger agreement; however, the following effects, changes, events, facts, conditions, developments or occurrences will not be taken into account in determining whether an intervening event has occurred: (A) the receipt, existence or terms of a takeover proposal or any matter relating thereto or direct or indirect consequence thereof; (B) any effect, change, event, fact, condition, development or occurrence generally affecting (1) the petroleum industry generally or the midstream petroleum logistics and/or blending industries specifically (including the terminaling, storage, processing and marketing industries), including regulatory conditions (or changes therein) or any other industry in which the Partnership and its subsidiaries operate, or (2) the economy, credit, financial, capital or commodities markets in the United States, the Caribbean or elsewhere in the world, including changes in interest or currency exchange rates; or (C) the fact that, in and of itself, the Partnership or any of its subsidiaries exceeds any internal or published projections, forecasts, estimates or predictions in respect of revenues, earnings or other financial or operating metrics for any period ending after the date of the merger agreement, or changes or prospective changes in the market price or trading volume of the Partnership Units on the NYSE (although the underlying facts giving rise or contributing to such events may be taken into account in determining whether there has been an intervening event if such facts are not otherwise excluded under this definition).

Subject to certain conditions contained in the merger agreement, nothing described above limits the ability of the Partnership or the Board or any committee thereof to take and disclose to the unitholders of the Partnership a position contemplated by Rule 14e-2(a), Rule 14d-9 or Item 1012(a) of Regulation M-A promulgated under the Exchange Act or to make any disclosure to the unitholders of the Partnership that is required by applicable law or if the Board or any committee thereof determines in good faith, after consulting with the Partnership’s outside legal counsel, that the failure of the Board or any committee thereof to make such disclosure would be inconsistent with the Board’s or the applicable committee’s contractual obligations under the Limited Partnership Agreement or obligations under applicable law that are applicable to the Board or the applicable committee, to the extent not waived or otherwise modified or eliminated.

Reasonable Best Efforts and Certain Pre-Closing Obligations

The Partnership, the General Partner, ServiceCo, Parent and Merger Sub have each agreed to use reasonable best efforts to (unless, with respect to any action, another standard of performance is provided for in the merger agreement):

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take, or cause to be taken, all actions, and do, or cause to be done, and assist and cooperate with the other parties to the merger agreement in doing, all things necessary, proper or advisable under the merger agreement and applicable laws to as promptly as reasonably practicable cause the conditions to closing of the merger to be satisfied and to consummate and make effective the transactions contemplated by the merger agreement, including preparing and filing, as promptly as reasonably practicable, all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents;

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obtain all approvals, consents, clearances, expirations or terminations of waiting periods, registrations, waivers, permits, authorizations, orders and other confirmations from any governmental authority or third party necessary, proper or advisable to consummate the transactions contemplated by the merger agreement;

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execute and deliver any additional instruments necessary to consummate the transactions contemplated by the merger agreement;

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in the event of a change in U.S. federal income tax law, provide additional factual representations and information reasonably requested in connection with satisfying the tax opinion condition (as defined below in the section entitled “—Conditions of the Merger”); and

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defend or contest in good faith any action brought by a third party that could otherwise prevent or impede, interfere with, hinder or delay in any material respect the consummation of the transactions contemplated by the merger agreement;

in each case, other than with respect to applicable antitrust laws.

In addition, the Partnership, the General Partner, ServiceCo, Parent and Merger Sub have each agreed to:

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make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated by the merger agreement as promptly as reasonably practicable following the date of the merger agreement, and in any event by June 3, 2019;

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submit, or cause to be submitted, a draft joint voluntary notice to the Committee on Foreign Investment in the United States and each member agency thereof (“CFIUS”) with respect to the transactions contemplated by the merger agreement as promptly as reasonably practicable following the date of the merger agreement and make, or cause to be made, a joint voluntary notice to CFIUS pursuant to the United States Defense Production Act of 1950, as amended, and the regulations and applicable interim rules promulgated thereunder (the “DPA”), with respect to the transactions contemplated by the merger agreement as promptly as reasonably practicable following the resolution of any comments received from CFIUS concerning the draft joint voluntary notice;

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make, or cause to be made, appropriate filings with respect to the other regulatory approvals required by the PA PUC and certain Bahamian government authorities (the “other regulatory approvals”) and any approvals required under the Communications Act of 1934, as amended, and the applicable rules and regulations promulgated thereunder (the “Communications Act”), as promptly as reasonably practicable following the date of the merger agreement;

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supply as promptly as reasonably practicable (and in any case within the time periods set forth by any governmental authority) any additional information and documentary material that may be requested by the FTC, the Antitrust Division of the DOJ, CFIUS, the Federal Communications Commission (the “FCC”) or any other governmental authority pursuant to antitrust laws, the DPA, the Communications Act or in connection with the other regulatory approvals; and

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use its reasonable best efforts to promptly take any and all steps necessary to avoid or eliminate each and every impediment and obtain the expiration or termination of any applicable waiting period under the HSR Act, the receipt of CFIUS approval, the receipt of required approvals under the Communications Act, the receipt of other regulatory approvals and all consents under any antitrust laws that may be required by any foreign or U.S. federal, state or local governmental authority, in each case with competent jurisdiction, so as to enable the parties to the merger agreement to consummate the transactions contemplated by the merger agreement as promptly as reasonably practicable. As used herein, “CFIUS approval” means (i) written notification issued by CFIUS that it has determined that the transactions contemplated by the merger agreement are not a “covered transaction” under the DPA, (ii) written notice from CFIUS that CFIUS has concluded all action under the DPA with respect to the transactions contemplated by the merger agreement, and there are no unresolved national security concerns with respect to such transactions or (iii) if CFIUS shall have sent a report to the President of the United States requesting the President’s decision with respect to the transactions contemplated by the merger agreement, then either (A) the President shall have announced a decision not to take any action to suspend, prohibit or place any limitations on such transactions or (B) the time permitted by the DPA for such action shall have expired without any such action being announced or taken.

Parent has agreed to use reasonable best efforts to promptly take all actions necessary to secure the expiration or termination of any applicable waiting period under the HSR Act or any other antitrust law, obtain CFIUS approval and the other regulatory approvals and resolve any objections asserted with respect to the transactions contemplated by the merger agreement under the FTC or any other applicable law raised by any governmental authority, in order to prevent the entry of, or to have vacated, lifted, reversed or overturned, any restraint that would prevent, prohibit, restrict or delay the consummation of the transactions contemplated by the merger agreement, as promptly as reasonably practicable, including (i) (A) executing settlements, undertakings, consent decrees, stipulations or other agreements with any governmental authority or with any other person, (B) agreeing to sell, divest or otherwise convey or hold separate any particular assets or categories of assets or businesses of the Partnership and its subsidiaries, (C) terminating existing relationships, contractual rights or obligations of the Partnership or any of its subsidiaries, (D) terminating any joint venture or other arrangement of the Partnership or any of its subsidiaries, (E) creating any relationship, contractual right or obligation of the Partnership or any of its subsidiaries, (F) agreeing to any operational restriction, or agreeing to take any action that limits the Partnership’s or any of its subsidiaries’ freedom of action, with respect to any of the services, businesses or assets of the Partnership or any of its subsidiaries, or (G) effectuating any other change or restructuring of the Partnership or any of its subsidiaries, businesses or assets and, in each case, entering into agreements or stipulating to the entry of any judgment by, or filing appropriate applications with the FTC, the DOJ, CFIUS or any other governmental authority in connection with any of the foregoing and by consenting to such action by the Partnership (including any consents required under the merger agreement with respect to such action; however, any such action may, at the discretion of the Partnership, be conditioned upon the closing of the merger); and (ii) defending through litigation any claim asserted in court or administrative or other tribunal by any person (including any governmental authority) in order to prevent the entry of, or to have vacated or terminated, any restraint that would prevent, prohibit, restrict or delay the consummation of the transactions contemplated by the merger agreement.

Notwithstanding the foregoing, none of Parent, Merger Sub or any of their respective affiliates or direct or indirect equityholders shall be required to, and none of the Partnership or any of its subsidiaries or other affiliates shall be permitted to without Parent’s prior written approval, take or agree or commit to take any action, or agree or commit to any condition or restriction, necessary to secure the expiration or termination of any applicable waiting period under the HSR Act or any other antitrust law, receive CFIUS approval and the other regulatory approvals, or resolve any objections asserted with respect to the transactions contemplated by the merger agreement under the Federal Trade Commission Act or any other applicable law raised by any governmental authority, that (i) would require any action by, or would impose any condition or restriction on, any of Parent’s affiliates (other than Merger Sub) or Parent’s direct or indirect equityholders, or (ii) would, individually or in the aggregate, reasonably be expected to have a “material adverse effect” on the Partnership and its subsidiaries,

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taken as a whole (any such action, condition or restriction referred to in clause (i) or (ii), a “burdensome condition”).

Parent and the Partnership shall jointly, and on an equal basis, (i) control the strategy for obtaining any approvals, consents, registrations, waivers, permits, authorizations, orders and other confirmations from any governmental authority in connection with the transactions contemplated by the merger agreement and (ii) coordinate the overall development of the positions to be taken and the regulatory actions to be requested in any filing or submission with a governmental authority in connection with the transactions contemplated by the merger agreement and in connection with any investigation or other inquiry or litigation by or before, or any negotiations with, a governmental authority relating to the transactions contemplated by the merger agreement and of all other regulatory matters incidental thereto. However, if the parties to the merger agreement are unable to agree with respect to strategy, positions and regulatory actions for obtaining approval of the PA PUC (other than submitting the initial filing), Parent shall, acting reasonably and in good faith, direct and control all aspects of the parties’ efforts to obtain such approval with respect to the matter in dispute. Neither Parent nor the Partnership shall commit to or agree with any governmental authority to stay, toll or extend any applicable waiting period under the HSR Act, any other antitrust laws, the DPA or in connection with any other regulatory approval or enter into a timing agreement with any governmental authority, without the prior written consent of the other party.

Access to Information; Confidentiality

Subject to the confidentiality agreement by and between the Partnership and IFM Investors and except as would (i) violate applicable law, any applicable judgment, order of a governmental authority, contract or obligation of confidentiality owing to a third party or (ii) jeopardize the protection of an attorney-client privilege or other legal privilege, we have agreed to provide Parent and its representatives, from time to time prior to the earlier of the effective time of the merger and the termination of the merger agreement, with reasonable access during normal business hours to (a) our officers, employees, agents, properties, books, contracts, records and other information reasonably requested by Parent and (b) information related to certain financial or tax records of the Partnership and its subsidiaries.

Meeting of Our Limited Partners

We have agreed to take all necessary action in accordance with applicable law, our organizational documents and the rules of the NYSE to establish a record date for, duly call, give notice of, convene and hold a meeting of our unitholders for the purpose of considering and taking action upon the approval of the merger agreement and the transactions contemplated thereby, which meeting is the subject of this proxy statement, as soon as reasonably practicable after the SEC confirms that it has no further comments on this proxy statement or after the tenth day after the filing of this proxy statement if the SEC has not informed us that it will review this proxy statement.

Indemnification

Under the merger agreement, from and after the effective time of the merger, the surviving entity will, (i) indemnify and hold harmless each individual who at the effective time is, or at any time prior to the effective time was, a director, officer, employee or agent of the Partnership or of a subsidiary of the Partnership (each an “indemnitee” and, collectively, the “indemnitees”), against all claims, liabilities, losses, damages, judgments, fines, penalties, costs (including amounts paid in settlement or compromise) and expenses (including fees and expenses of legal counsel) in connection with any legal action (whether civil, criminal, administrative or investigative), whenever asserted, based on or arising out of, in whole or in part, (A) the fact that an indemnitee is or was a director, officer, employee or agent of the Partnership or such subsidiary or (B) acts or omissions by an indemnitee in the indemnitee’s capacity as a director, officer, employee or agent of the Partnership or such subsidiary or taken at the request of the Partnership or such subsidiary (including in connection with serving at

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the request of the Partnership or such subsidiary as a director, officer, employee, agent, trustee or fiduciary of another person (including any employee benefit plan)), in each case under clause (A) or (B), at, or at any time prior to, the effective time (including any legal action relating in whole or in part to the transactions contemplated by the merger agreement or relating to the enforcement of this provision or any other indemnification or advancement right of any indemnitee) and (ii) assume all obligations of the Partnership and such subsidiaries to the indemnitees in respect of indemnification, advancement of expenses and exculpation from liabilities for acts or omissions occurring at or prior to the effective time as provided in the Partnership’s organizational documents and the organizational documents of such subsidiaries as in effect on the date of the merger agreement or in any agreement in existence as of the date of the merger agreement providing for indemnification between the Partnership or any of its subsidiaries and any indemnitee.

Parent agreed to, from and after the effective time of the merger, cause, unless otherwise required by law, the certificate of limited partnership and agreement of limited partnership of the surviving entity to contain provisions no less favorable to the indemnitees with respect to limitation of liabilities of directors and officers and indemnification than are set forth as of the date of the merger agreement in the Partnership’s organizational documents, which provisions will not be amended, repealed or otherwise modified in a manner that would adversely affect the rights of the indemnitees under such organizational documents. In addition, from the effective time of the merger, the surviving entity will, without requiring a preliminary determination of entitlement to indemnification, advance any expenses (including reasonable and documented fees and expenses of legal counsel) of any such indemnitee (including in connection with enforcing the indemnity and other indemnity-related obligations referred to in the merger agreement) as incurred to the fullest extent permitted under applicable law as long as the individual to whom such expenses are advanced provides an undertaking to repay such advances if it is determined that such person is not entitled to be indemnified pursuant to the merger agreement or applicable law. Parent’s and the surviving entity’s obligations described in the merger agreement with respect to indemnification will continue for six years from the effective time of the merger.

The parties agreed that, for the six-year period commencing immediately after the effective time of the merger, the surviving entity will maintain in effect the Partnership’s current directors’ and officers’ liability insurance covering acts or omissions occurring at or prior to the effective time of the merger with respect to those indemnitees who are, as of the effective time, covered by the Partnership’s directors’ and officers’ liability insurance policies on terms and scope with respect to such coverage, and in amount, no less favorable to such individuals than those of such policy in effect on the date of the merger agreement (or Parent may substitute therefor policies, issued by reputable insurers, of at least the same coverage with respect to matters existing or occurring prior to the effective time of the merger, including a “tail” policy), as long as, if the aggregate annual premium for such insurance exceeds 300% of the annual premium for such insurance as of the date of the merger agreement (which we refer to as the “premium cap”), then the surviving entity will cause to be provided a policy covering such individuals with the most advantageous coverage as is then available at a cost up to but not exceeding such premium cap. Prior to the effective time of the merger, the Partnership may (or, if requested by Parent, the Partnership will), in consultation with Parent, purchase a six-year prepaid “tail policy” on terms and conditions providing at least substantially equivalent benefits, individually and in the aggregate, as the policies of directors’ and officers’ liability insurance maintained by the Partnership and its subsidiaries with respect to matters existing or occurring prior to the effective time of the merger, covering without limitation the transactions contemplated by the merger agreement, at an aggregate cost up to but not exceeding the premium cap as described above for such six-year period. If such prepaid “tail policy” has been obtained by the Partnership, it will be deemed to satisfy all obligations to obtain insurance pursuant to this paragraph and the surviving entity is required to use its reasonable best efforts to cause such policy to be maintained in full force and effect, for its full term, and to honor all of its obligations thereunder.

Employee Matters

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Partnership or any of its subsidiaries immediately prior to the effective time of the merger, which we refer to as a “continuing employee”, with (a) base salary or wages and target cash annual bonus opportunities that are in each case no less favorable than such continuing employee’s base salary or wages and target cash annual bonus opportunities immediately prior to the effective time of the merger, (b) severance benefits that are no less favorable than those that would have been provided to such continuing employee under the Partnership’s severance benefit plans, programs, policies, agreements and arrangements immediately prior to the effective time of the merger and (c) employee benefits (excluding base salary, short-term incentive opportunities and severance benefits) that are substantially comparable in the aggregate in value to those provided to such continuing employee immediately prior to the effective time of the merger.

Parent has also agreed to honor, or cause the surviving entity to honor, all compensation and benefit plans and arrangements of the Partnership and ServiceCo in accordance with their terms as in effect at the time of the merger, except for any such plans that are equity plans sponsored by the Partnership (which will be terminated at the effective time of the merger). Parent has also agreed to, or to cause the surviving entity to, (i) recognize a continuing employee’s service with the Partnership or any of its subsidiaries prior to the merger for purposes of determining such continuing employee’s eligibility to participate in, and level of benefits, vesting, benefit accrual (other than under defined benefit plans) and early retirement subsidies (with respect to plans in effect on the date hereof) under, non-frozen benefit plans in which continuing employees will participate after the merger, (ii) use commercially reasonable efforts to cause all preexisting condition limitations and exclusions, actively-at-work requirements and waiting periods applicable to continuing employees under Parent’s or the surviving entity’s welfare plans to be waived, to the extent such limitations were waived or satisfied prior to the effective time and (iii) use commercially reasonable efforts to provide continuing employees with credit under any such welfare plan for any co-payments, deductibles and similar expenditures incurred prior to the effective time for the remainder of the calendar year in which the effective time occurs.

With respect to annual bonuses payable under the Partnership’s annual bonus plan with respect to the fiscal year in which the effective time of the merger occurs, Parent has agreed that the Board (or the appropriate committee thereof) may determine (using good faith methodology consistent with past practice and taking into account such factors as the target bonuses payable for such fiscal year and the most recent forecast of the Partnership’s financial performance for such fiscal year) the aggregate bonuses payable under such annual bonus plan for the portion of such fiscal year that occurs prior to the effective time. The amounts so determined shall be aggregated with the bonus amounts determined by Parent and the surviving entity to be payable with respect to the portion of such fiscal year that occurs after the effective time, and such aggregate bonus amounts shall be paid in accordance with the terms of the annual bonus plan, and in no event later than March 15 immediately following such fiscal year.

Additional Agreements

The merger agreement contains additional agreements between us and Parent relating to, among other things:

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consultations regarding the issuance of public statements;

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unitholder litigation;

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payoff of our credit facility;

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notification of certain matters;

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cooperation on obtaining the debt financing;

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certain restrictions on Parent’s discussions with third parties; and

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preparation of this proxy statement.

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Conditions of the Merger

The obligation of each party to the merger agreement to effect the merger is subject to the satisfaction (or waiver, if permissible under applicable law) on or prior to the closing date of the following conditions:

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no restraints in the U.S., by the PA PUC or by the relevant governmental authorities in The Bahamas, being in effect enjoining, restraining, preventing or otherwise prohibiting consummation of, or making illegal, the merger or the other transactions contemplated by the merger agreement (which we refer to as the “no restraints condition”);

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the expiration or early termination of the waiting period (including any extension thereof) applicable to the consummation of the merger under the HSR Act, receipt of CFIUS approval, receipt of the PA PUC approval and the filings, consents and approvals required in The Bahamas shall have been obtained (which we refer to as the “governmental consents condition”); and

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The obligation of Parent and Merger Sub to effect the merger is subject to the satisfaction (or written waiver, if permissible under applicable law) on or prior to the closing date of the following conditions:

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accuracy as of the date of the merger agreement (or as otherwise specified) and as of the closing of the merger of the representations and warranties made by us to the extent specified in the merger agreement;

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performance in all material respects of, or compliance in all material respects with, obligations contained in the merger agreement to be performed or complied with by us at or prior to the effective time of the merger;

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delivery to Parent of a certificate signed on behalf of the Partnership and the General Partner by the chief executive officer and the chief financial officer of the General Partner certifying to the satisfaction of the two conditions above-mentioned;

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receipt of an opinion of tax counsel to the Partnership, subject to certain assumptions and based on representations delivered by the Partnership, to the effect that at least 90% of the gross income of the Partnership for the most recent full calendar year and each calendar quarter of the calendar year that includes the closing date for which the necessary financial information is available will be “qualifying income” within the meaning of Section 7704(d) of the Code (which we refer to as the “tax opinion condition”);

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since the date of the merger agreement, there not having occurred and be continuing any change, event, fact, condition, development, effect or occurrence that, individually or in the aggregate with all other changes, events, facts, conditions, developments, effects or occurrences, has had or would reasonably be expected to have a material adverse effect;

•

no restraints in the U.S., by the PA PUC or by the relevant governmental authorities in The Bahamas, being in effect that would reasonably be expected to result in a burdensome condition; and

•

105

The obligations of the Partnership and the General Partner to effect the merger is subject to the satisfaction (or written waiver by the Partnership if permissible by applicable law) on or prior to the closing date of the merger, of the following conditions:

•

accuracy as of the date of the merger agreement (or as otherwise specified) and as of the closing of the merger of the representations and warranties made by Parent and Merger Sub to the extent specified in the merger agreement;

•

performance in all material respects of, or compliance in all material respects with, obligations of each of Parent and Merger Sub contained in the merger agreement to be performed or complied with by Parent or Merger Sub prior to or on the effective time of the merger; and

•

delivery to us of a certificate signed on behalf of Parent and Merger Sub by Parent certifying to the satisfaction of the two conditions above-mentioned.

The Partnership and Parent can provide no assurance that all of the conditions precedent to the merger will be satisfied or waived by the party permitted to do so.

Termination

The Partnership and Parent may mutually consent in writing, at any time prior to the effective time of the merger, to terminate the merger agreement and abandon the transactions contemplated by the merger agreement. Also, either the Partnership or Parent may terminate the merger agreement and abandon the transactions contemplated by the merger agreement without the consent of the other, at any time prior to the effective time of the merger if:

•

the merger is not consummated on or prior to November 9, 2019 (as such date may be extended, the “outside date”), which date will be automatically extended to each of February 9, 2020, May 9, 2020 and August 9, 2020, respectively, if, on such outside date or on any such successive outside date, as applicable, all conditions to the closing of the merger either have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the closing of the merger, but subject to satisfaction of such conditions at such time) or are then capable of being satisfied, except for satisfaction of the no restraints condition or the governmental consents condition; however, any party whose breach of its representations and warranties set forth in the merger agreement or whose failure to perform any of its obligations under the merger agreement has been a principal cause of or resulted in a failure of the merger to be consummated by the outside date will not be able to terminate under this provision. In addition, if the marketing period has not ended by the outside date or any successive outside date, as applicable, then Parent may elect, in its sole discretion, to extend the outside date to the date that is five business days following the final day of the marketing period;

•

the holders of Partnership Units fail to approve the merger agreement at the special meeting of limited partners (including any adjournments and postponements thereof); or

•

CFIUS informs Parent and the Partnership in writing that it has unresolved national security concerns with respect to the transactions contemplated by the merger agreement and that it intends to refer the matter to the President of the United States unless the parties abandon such transactions or CFIUS shall have referred the matter to the President of the United States (each instance, a “CFIUS turndown”).

106

Parent can terminate the merger agreement before the effective time of the merger if:

•

the Partnership or the General Partner breaches any of its representations or warranties or fails to perform any of its covenants or agreements contained in the merger agreement, which breach or failure to perform would give rise to the failure to satisfy certain conditions to the closing of the merger, and such breach or failure is incapable of being cured by the outside date or, if capable of being cured by the outside date, the Partnership (x) has not commenced good faith efforts to cure such breach or failure to perform within 30 calendar days following receipt by the Partnership of written notice of such breach or failure to perform from Parent stating Parent’s intention to terminate the merger agreement pursuant to this provision and the basis for such termination or (y) is not thereafter continuing to take good faith efforts to cure such breach or failure to perform; however, such termination right is not available to Parent if Parent or Merger Sub is then in material breach of any of its representations, warranties, covenants or agreements under the merger agreement; or

•

our Board or any committee thereof makes an adverse recommendation change.

The Partnership can terminate the merger agreement:

•

if either Parent or Merger Sub breaches any of its representations or warranties or fails to perform any of its covenants or agreements contained in the merger agreement, which breach or failure to perform would give rise to the failure to satisfy certain conditions to the closing of the merger, and such breach or failure is incapable of being cured by the outside date or, if capable of being cured by the outside date, Parent or Merger Sub (x) has not commenced good faith efforts to cure such breach or failure to perform within 30 calendar days following receipt by Parent or Merger Sub of written notice of such breach or failure to perform from the Partnership stating the Partnership’s intention to terminate the merger agreement pursuant to this provision or (y) are not thereafter continuing to take good faith efforts to cure such breach or failure to perform; however, such termination right is not available to the Partnership if the Partnership is then in material breach of any of its representations, warranties, covenants or agreements under the merger agreement;

•

prior to the approval of the merger agreement and the transactions contemplated thereby by holders of Partnership Units entitled to vote thereon at the special meeting of limited partners, in connection with entering into a definitive agreement with respect to a superior proposal, subject to payment of the related termination fee by the Partnership (as set forth below) prior to or concurrently with such termination; or

•

Termination Fee

Pursuant to the merger agreement, the Partnership will be required to pay Parent a termination fee equal to $130 million if the merger agreement:

•

is terminated (i) by Parent in the event of certain uncured breaches of the merger agreement by the Partnership or the General Partner as described above or (ii) by either Parent or the Partnership because (a) the holders of Partnership Units fail to approve the merger agreement and the transactions contemplated thereby at the special meeting of limited partners or (b) the outside date has arrived and, in each such case (A) a takeover proposal shall have been made to the Board or publicly made, proposed or communicated by a third party after the date of the merger agreement and not withdrawn prior to the time of termination and (B) at any time on or prior to the twelve (12)-month anniversary of

107

such termination, the Partnership enters into a definitive agreement to consummate or consummates a takeover proposal (whether or not such takeover proposal was the same takeover proposal referred to in clause (A) and provided that the term “takeover proposal” shall have the meaning defined under the section entitled “—No Solicitation; Board Recommendation”, except that all references to 15% shall be deemed to be references to 50%);

•

is terminated by Parent because the Board or a committee thereof makes an adverse recommendation change or by the Partnership or Parent due to a failure to consummate the merger by the outside date if Parent could have terminated the merger agreement due to the Board making an adverse recommendation change at such time; or

•

is terminated by the Partnership prior to the approval of the merger agreement and the transactions contemplated thereby by the holders of Partnership Units in order to accept a superior proposal and enter into a definitive agreement in connection with such superior proposal.

The parties have agreed that in no event shall the Partnership be required to pay the termination fee, or Parent to pay the reverse termination fee, in each case, on more than one occasion. The termination fee, if paid, shall be the sole and exclusive remedy of Parent, Merger Sub, the Fund or any of their respective former, current or future general or limited partners, shareholders, equityholders, optionholders, securityholders, financing sources (including Parent’s debt financing sources), controlling persons, managers, members, directors, officers, accountants, consultants, legal counsel, agents, assignees or affiliates (collectively, the “Parent related parties”) against the Partnership and its subsidiaries and any of their respective former, current or future officers, directors, employees, partners, equityholders, optionholders, securityholders, limited partners, controlling person, shareholders, managers, trustees, accountants, consultants, legal counsel, agents, assignees, members or affiliates (collectively, the “Partnership related parties”) and the reverse termination fee, if paid, shall be the sole and exclusive remedy of the Partnership related parties against the Parent related parties, for any loss suffered as a result of the failure of the transactions contemplated by the merger agreement to be consummated or for a breach or failure to perform under the merger agreement or otherwise (including a “Willful Breach”, defined below) (so long as such termination was in accordance with the applicable provisions of the merger agreement), other than certain obligations to reimburse the other party for out-of-pocket costs and expenses relating to legal actions to enforce the payment of such termination fees. “Willful Breach” as used herein means, with respect to any breaches or failures to perform any of the covenants or other agreements contained in the merger agreement, a material breach that is a consequence of an act or failure to act undertaken by the breaching party with actual knowledge that such party’s act or failure to act would, or would reasonably be expected to, result in or constitute a breach of the merger agreement.

108

Parent’s obligations to pay the reverse termination fee and any related reimbursement of expenses are guaranteed by the limited guarantee (as described in the section entitled “The Merger—Limited Guarantee”).

Effect of Termination

If the merger agreement is terminated by the Partnership or Parent in accordance with its terms, the merger agreement will become void and of no effect, with no liability on the part of Parent, Merger Sub, the General Partner, the Partnership, or any such person’s respective directors, officers and affiliates; however, no such termination will relieve any party from liability for damages to another party resulting from a Willful Breach in which case the breaching party shall be liable to the other party for damages (but solely to the extent described in the section entitled “—Termination Fee”). In the event the merger agreement is terminated, certain provisions of the merger agreement, including but not limited to those related to confidentiality, governing law, the termination fee and the limited guarantee will survive the termination.

Amendment; Extension; Waiver

At any time prior to the effective time of the merger, subject to the requirements of applicable law, Parent and the Partnership may (i) along with the other parties to the merger agreement, amend or change the provisions of the merger agreement by the written agreement of all such parties, (ii) waive any inaccuracies in the representations and warranties of the other party contained in the merger agreement or in any document delivered pursuant to the merger agreement, (iii) extend the time for the performance of any of the obligations or acts of the other party or (iv) waive compliance by the other party with any of the agreements contained in the merger agreement applicable to such party or, except as otherwise provided in the merger agreement, waive any of such party’s conditions to its obligation to close the transactions contemplated thereby. Following receipt of the approval of holders of the Partnership Units of the merger agreement and the transactions contemplated thereby, there will be no amendment, change, waiver or extension of the merger agreement that by applicable law or the Limited Partnership Agreement would require further approval by the unitholders of the Partnership without approval of such amendment, change, waiver or extension by the unitholders of the Partnership. Certain provisions of the merger agreement may not be amended in a matter adverse to Parent’s debt financing sources without prior written consent of the parties providing Parent’s debt financing. Any agreement on the part of a party to the merger agreement to any extension or waiver of the merger agreement will be valid only if set forth in an instrument in writing signed on behalf of such party. The failure or delay by the Partnership, Parent or Merger Sub in exercising any right under the merger agreement will not operate as a waiver of such right nor will any single or partial exercise of any right preclude any other or further exercise of such right or the exercise of any other right under the merger agreement.

Governing Law

The merger agreement is governed by and will be construed in accordance with the laws of the State of Delaware applicable to contracts executed in and to be performed entirely within that State, regardless of the laws that might otherwise govern under any applicable conflict of laws principles, except that any claims or actions against Parent’s debt financing sources related to the merger agreement and the transactions contemplated thereby will be governed by and construed in accordance with the laws of the State of New York without regard to conflict of laws principles and can only be brought in the Supreme Court of the State of New York, County of New York, or the United States District Court for the Southern District of New York (and appellate courts thereof), as applicable.

109

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth the number of our Partnership Units beneficially owned by: (1) each person who is known to us to beneficially own more than 5% of the Partnership Units; (2) the current directors and the nominees of the Board; (3) the named executive officers of the General Partner; and (4) all current directors and executive officers of the General Partner as a group. Information in the table regarding the number of Partnership Units beneficially owned by current directors, director nominees and executive officers is provided as of June 24, 2019. Information in the table regarding the number of Partnership Units beneficially owned by persons known to us to own more than 5% of our Partnership Units is provided as of the dates indicated in the notes to the table below.


Name⁽¹⁾	Number of Partnership Units⁽²⁾			Percentage of Partnership Units
Clark C. Smith		214,586	⁽³⁾			*
Pieter Bakker		21,552				*
Barbara M. Baumann		8,667				*
Barbara J. Duganier		13,000				*
Joseph A. LaSala, Jr.		14,000				*
Mark C. McKinley		28,000				*
Larry C. Payne		10,667				*
Oliver “Rick” G. Richard, III		23,408				*
Frank S. Sowinski		32,210				*
Martin A. White		25,242				*
Keith E. St.Clair		139,715	⁽⁴⁾			*
Robert A. Malecky		108,764	⁽⁵⁾			*
Khalid A. Muslih		63,978				*
William J. Hollis		29,570				*
All directors and officers as a group (18 persons)		826,547				*
Invesco Ltd.		16,553,668	⁽⁶⁾		10.8	%
ALPS Advisors, Inc.		14,532,364	⁽⁷⁾		9.4	%
Tortoise Capital Advisors, L.L.C.		11,271,876	⁽⁸⁾		7.3	%

*	represents less than 1%

(1)	The contact address for our directors and executive officers is One Greenway Plaza, Suite 600, Houston, Texas 77046.

(2)	Unless otherwise indicated, the persons named above have sole voting and investment power over the Partnership Units reported.

(3)	Consists of 199,293 Partnership Units over which Mr. Smith shares investment and voting power with his wife and 15,293 Partnership Units held in trust for his minor child. Mr. Smith disclaims beneficial ownership of the 15,293 Partnership Units held in trust for his minor child.

(4)

20,000 of the Partnership Units owned by Mr. St.Clair are pledged as security, which pledge is permitted under our insider trading policy because it was put in place prior to February 5, 2015. Our insider trading policy was amended on February 5, 2015 to prohibit our executive officers and certain other restricted employees from pledging our securities prospectively, but pledges that were approved and made prior to February 5, 2015 are permitted to remain in place until terminated in the ordinary course.

(5)	Includes 29,350 Partnership Units over which Mr. Malecky shares investment and voting power with his wife.

(6)

According to the Schedule 13G filed by Invesco Ltd. (“Invesco”) with the SEC on June 10, 2019, consists of Partnership Units beneficially owned as of May 31, 2019 by Invesco. Massachusetts Mutual Life Insurance Company, an indirect corporate parent of OppenheimerFunds, Inc. (“OFI”) and its subsidiaries, sold OFI to Invesco in a transaction that closed on May 24, 2019. As a result, investment discretion and voting rights previously exercised by OFI over its various mutual funds and other accounts have been transferred to

110

Invesco. OFI no longer holds any disclosable position in the Partnership. The address of Invesco is 1555 Peachtree Street NE, Suite 1800, Atlanta, GA 30309.

(7)

According to the Schedule 13G/A filed by ALPS Advisors, Inc. (“AAI”) and Alerian MLP ETF (“Alerian”) with the SEC on February 4, 2019, consists of 14,532,354 Partnership Units deemed to be beneficially owned as of December 31, 2018 by AAI, of which 14,499,495 Partnership Units are attributable to Alerian, an investment company to which AAI furnishes investment advice. Alerian has shared voting and dispositive power with respect to the 14,499,495 Partnership Units. AAI disclaims beneficial ownership of all 14,532,364 Partnership Units. The address of each of AAI and Alerian is 1290 Broadway, Suite 1100, Denver, CO 80203.

(8)

According to the Schedule 13G/A filed by Tortoise Capital Advisors, L.L.C. (“TCA”) with the SEC on February 12, 2019, consists of Partnership Units beneficially owned as of December 31, 2018 by TCA. Of the 11,271,876 Partnership Units, TCA has shared voting power as to 10,081,155 Partnership Units, and TCA has shared dispositive power as to 11,008,830 Partnership Units. The address of TCA is 11550 Ash Street, Suite 300, Leawood, Kansas 66211.

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MARKET PRICE AND DIVIDEND INFORMATION

The Partnership Units trade on the NYSE under the symbol “BPL”. On May 9, 2019, the last trading day prior to the Board’s approval of the merger agreement and the transactions contemplated thereby, the reported closing price for the Partnership Units was $32.55 per unit. The $41.50 per unit to be paid for each Partnership Unit in the merger represents a premium of approximately 27.5% over the closing price on May 9, 2019. On June 24, 2019, the latest practicable trading date before the filing of this proxy statement, the reported closing price for the Partnership Units was $41.02 per unit. You are encouraged to obtain current market quotations for Partnership Units in connection with voting your Partnership Units.

The table below provides the amount of quarterly cash distributions the Partnership has paid per Partnership Unit for the periods indicated. Under the terms of the merger agreement, unitholders will continue to be entitled to receive regular quarterly cash distributions declared by the Board that are paid on a date prior to the consummation of the merger but will not be entitled to receive any distributions that would have been paid on a date after the consummation of the merger.


	Distribution per Partnership Unit
2019
First quarter	$	0	.75
2018
Fourth quarter	$	0	.75
Third quarter	$	0	.75
Second quarter	$	1	.2625
First quarter	$	1	.2625
2017
Fourth quarter	$	1	.2625
Third quarter	$	1	.2625
Second quarter	$	1	.2625
First quarter	$	1	.25

As of the close of business on the record date, there were 153,920,704 Partnership Units outstanding and entitled to vote, held by 1,264 unitholders of record. The number of holders is based upon the actual number of holders registered in our records at such date and excludes holders of units in “street name” or persons, partnerships, associations, corporations or other entities identified in security positions listings maintained by depository trust companies.

112

ADJOURNMENT

Pursuant to the Limited Partnership Agreement, the General Partner, as the general partner of the Partnership, may authorize its designated chairman of the special meeting of limited partners to adjourn such meeting, including a further adjournment of an adjourned meeting, without further notice other than by an announcement made at the special meeting of limited partners (or such adjourned meeting) and without setting a new record date, unless such adjournment (together with any prior adjournments in connection with which a new record date was not fixed) shall be for more than 60 days, in which event the General Partner is required to set a new record date. If the requisite vote by the holders of Partnership Units to the proposal to approve the merger agreement and the transactions contemplated thereby has not been received at the time of the special meeting of limited partners (or such adjourned meeting), the Partnership may choose to solicit additional proxies in favor of the proposal to approve the merger agreement and the transactions contemplated thereby. Under the terms of the merger agreement, subject to certain limited exceptions, such adjournment cannot be for more than 10 business days after the initial date of the special meeting of limited partners or any subsequent adjournment of the special meeting without obtaining Parent’s prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned).

113

HOUSEHOLDING

The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for proxy statements and annual reports with respect to two or more unitholders sharing the same address by delivering a single proxy statement addressed to those unitholders. This process, which is commonly referred to as “householding”, potentially means extra convenience for unitholders and cost savings for companies.

114

UNITHOLDER PROPOSALS

If the merger is consummated on the expected timeline, the Partnership does not expect to hold an annual meeting of limited partners in 2020 (which we refer to as the “2020 Annual Meeting”). If the merger is not consummated, or the outside date is extended as described under the section entitled “Merger Agreement—Termination”, you will continue to be entitled to attend and participate in the Partnership’s annual meetings of limited partners, and we may hold a 2020 Annual Meeting, in which case we will provide notice of or otherwise publicly disclose the date on which the 2020 Annual Meeting will be held. If the 2020 Annual Meeting is held, unitholder proposals will be eligible for consideration for inclusion in the proxy statement and form of proxy for the 2020 Annual Meeting as described below.

If the 2020 Annual Meeting of limited partners is held, any unitholder entitled to vote at our 2020 Annual Meeting can nominate persons for election to the Board at the annual meeting by complying with the procedures set forth in our Limited Partnership Agreement. The ability of a person to serve on our Board is limited by the NYSE listing requirements regarding the independence and experience of directors of our Board or committees thereof.

In order to nominate persons to the Board at the 2020 Annual Meeting, written notice must be delivered to our General Partner at One Greenway Plaza, Suite 600, Houston, Texas 77046 no later than the close of business on March 6, 2020, nor earlier than February 4, 2020. The written notice must include: (1) as to each person whom the unitholder proposes to nominate for election or reelection as a director of our General Partner, all information relating to such nominee that is required to be disclosed in solicitations of proxies for the election of directors in an election contest, or is otherwise required, in each case pursuant to Regulation 14A under the Exchange Act (including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director of our General Partner if elected); and (2) as to the unitholder giving the notice and the beneficial owner, if any, on whose behalf the nomination is made: (i) the name and address of such unitholder and any beneficial owner; (ii) the number of Partnership Units which are owned beneficially and of record by the unitholder and any beneficial owner; (iii) a description of any agreement, arrangement or understanding with respect to the nomination between or among the unitholder and such beneficial owner, any of their respective affiliates or associates, and any others acting in concert with any of the foregoing; (iv) a description of any agreement, arrangement or understanding (including any derivative or short positions, profit interests, options, warrants, stock appreciation or similar rights, hedging transactions, and borrowed or loaned Partnership Units) that has been entered into as of the date of the unitholder’s notice by the unitholder any and such beneficial owners, the effect or intent of which is to mitigate loss to manage risk or benefit of Partnership Unit price changes for, or increase or decrease the voting power of, such unitholder and any such beneficial owner, with respect to Partnership Units; (v) a representation that the unitholder is a record holder entitled to vote at the meeting and intends to appear in person or by proxy at the meeting to propose such nomination; and (vi) a representation whether the unitholder or the beneficial owner, if any, intends or is part of a group which intends (a) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Partnership Units required to elect the nominee and/or (b) otherwise to solicit proxies from unitholders in support of such nomination. Any proposed nominee could be required to furnish such other information as the Partnership may reasonably require to determine the eligibility of such proposed nominee to serve as a director.

Pursuant to the federal securities laws, if a unitholder wishes to have a proposal other than the nomination of an individual to the Board included in the proxy materials for our 2020 Annual Meeting, the unitholder must follow the procedures outlined in Rule 14a-8 of the Exchange Act, and the proposal must be received by our General Partner at One Greenway Plaza, Suite 600, Houston, Texas 77046 no later than the close of business on December 19, 2019. SEC rules set forth standards as to what proposals are required to be included in a proxy statement for a meeting. In no event are limited partners allowed to vote on matters that would cause the limited partners to be deemed to take part in the management and control of our business and affairs so as to jeopardize the limited partners’ limited liability under the Delaware limited partnership act or the law of any other state in which we are qualified to do business.

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WHERE YOU CAN FIND ADDITIONAL INFORMATION ABOUT US

We file annual, quarterly and current reports and proxy statements with the SEC. Our SEC filings are available to the public over the internet at the SEC’s website at www.sec.gov. We maintain a website at www.buckeye.com, where we make our SEC filings available. The information provided on our website is not part of this proxy statement, and therefore is not incorporated by reference.

You may request a copy of the Board committee charters and Corporate Governance Guidelines of the Board and our Code of Ethics for Directors, Executive Officers and Senior Financial Employees, Business Code of Conduct, 2018 Annual Report or SEC filings or directions to our special meeting of limited partners, in each case without charge, by calling, emailing or writing to us at the following address:

Investor Relations Department

Buckeye Partners, L.P.

One Greenway Plaza

Suite 600

Houston, Texas 77046

Toll-free phone: +1 (800) 422-2825

irelations@buckeye.com

If you would like to request documents from us, please do so at least 10 business days before the date of the special meeting of limited partners in order to receive timely delivery of the documents before the special meeting.

Statements contained in this proxy statement, or in any document incorporated in this proxy statement by reference, regarding the contents of any contract or other document, are not necessarily complete and each such statement is qualified in its entirety by reference to that contract or other document filed as an exhibit with the SEC. The SEC allows us to “incorporate by reference” information into this proxy statement. This means that we can disclose important information by referring to another document filed separately with the SEC. The information incorporated by reference is considered to be part of this proxy statement. This proxy statement and the information that we later file with the SEC may update and supersede the information incorporated by reference. Similarly, the information that we later file with the SEC may update and supersede the information in this proxy statement. We also incorporate by reference into this proxy statement the following documents filed by us with the SEC under the Exchange Act and any documents filed by us pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this proxy statement and before the date of the special meeting of limited partners (however, we are not incorporating by reference any information furnished to, but not filed with, the SEC):

•

our Annual Report on Form 10-K for the fiscal year ended December 31, 2018;

•

our Quarterly Report on Form 10-Q for the quarter ended March 31, 2019;

•

the portions of our Definitive Proxy Statement on Schedule 14A filed with the SEC on April 17, 2019, that are incorporated by reference in our Annual Report on Form 10-K for the fiscal year ended December 31, 2018; and

•

our Current Reports on Form 8-K filed on May 10, 2019 and June 7, 2019.

Information furnished under Item 2.02 or Item 7.01 of any Current Report on Form 8-K, including related exhibits, is not and will not be incorporated by reference into this proxy statement.

The information contained in this proxy statement speaks only as of the date indicated on the cover of this proxy statement unless the information specifically indicates that another date applies.

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You should rely only on the information contained in this proxy statement to vote your Partnership Units at the special meeting of limited partners. We have not authorized anyone to provide you with information that is different from what is contained in this proxy statement or in the documents we have publicly filed with the SEC. Therefore, if anyone does give you any different or additional information, you should not rely on it.

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ANNEX A

EXECUTION VERSION

AGREEMENT AND PLAN OF MERGER

By and Among

HERCULES INTERMEDIATE HOLDINGS LLC,

HERCULES MERGER SUB LLC,

BUCKEYE PARTNERS, L.P.,

BUCKEYE PIPE LINE SERVICES COMPANY

and

BUCKEYE GP LLC

Dated as of May 10, 2019

A-1

TABLE OF CONTENTS


		Page
ARTICLE I
The Merger

SECTION 1.01.	The Merger		A-6

SECTION 1.02.	Closing		A-6

SECTION 1.03.	Effective Time		A-6

SECTION 1.04.	Effects of the Merger		A-6

SECTION 1.05.	Organizational Documents of the Surviving Entity		A-6

SECTION 1.06.	Admission as Partner		A-6

SECTION 1.07.	Tax Treatment		A-7

ARTICLE II
Effect of the Merger on Equity Interests; Exchange of Certificates; Equity-Based Awards

SECTION 2.01.	Effect on Equity Interests		A-7

SECTION 2.02.	Exchange of Certificates and Uncertificated Units		A-8

SECTION 2.03.	Equity-Based Awards		A-10

SECTION 2.04.	Payments with Respect to Equity-Based Awards		A-11

SECTION 2.05.	Adjustments		A-11

SECTION 2.06.	No Dissenters’ Rights		A-11

ARTICLE III
Representations and Warranties of the Partnership

SECTION 3.01.	Organization; Standing		A-12

SECTION 3.02.	Capitalization		A-12

SECTION 3.03.	Authority; Noncontravention		A-14

SECTION 3.04.	Governmental Approvals		A-15

SECTION 3.05.	Partnership SEC Reports; Undisclosed Liabilities		A-16

SECTION 3.06.	Absence of Certain Changes		A-17

SECTION 3.07.	Legal Proceedings; Judgments		A-18

SECTION 3.08.	Compliance with Laws; Permits		A-18

SECTION 3.09.	Tax Matters		A-19

SECTION 3.10.	Employee Benefits		A-20

SECTION 3.11.	Labor Matters		A-22

SECTION 3.12.	Environmental Matters		A-23

SECTION 3.13.	Intellectual Property		A-23

SECTION 3.14.	No Rights Agreement; Anti-Takeover Provisions		A-24

SECTION 3.15.	Real and Personal Property		A-24

SECTION 3.16.	Contracts		A-25

SECTION 3.17.	Insurance		A-27

SECTION 3.18.	Regulatory Matters		A-27

SECTION 3.19.	Opinion of Financial Advisor		A-27

SECTION 3.20.	Brokers and Other Advisors		A-28

SECTION 3.21.	Related Party Transactions		A-28

SECTION 3.22.	No Other Representations or Warranties		A-28

A-2

TABLE OF CONTENTS

(continued)


		Page

ARTICLE IV
Representations and Warranties of Parent and Merger Sub

SECTION 4.01.	Organization; Standing		A-28

SECTION 4.02.	Authority; Noncontravention		A-29

SECTION 4.03.	Governmental Approvals		A-29

SECTION 4.04.	Ownership and Operations of Merger Sub		A-29

SECTION 4.05.	Financing		A-30

SECTION 4.06.	Certain Arrangements		A-30

SECTION 4.07.	Brokers and Other Advisors		A-31

SECTION 4.08.	No Other Partnership Representations or Warranties		A-31

SECTION 4.09.	Information Supplied		A-31

SECTION 4.10.	Legal Proceedings		A-32

SECTION 4.11.	Ownership of Partnership Units		A-32

SECTION 4.12.	Limited Guarantee		A-32

ARTICLE V
Additional Covenants and Agreements

SECTION 5.01.	Conduct of Business		A-32

SECTION 5.02.	Solicitation; Change in Recommendation		A-37

SECTION 5.03.	Efforts		A-41

SECTION 5.04.	Financing; Financing Cooperation		A-44

SECTION 5.05.	Public Announcements		A-47

SECTION 5.06.	Access to Information; Confidentiality		A-48

SECTION 5.07.	Indemnification and Insurance		A-49

SECTION 5.08.	Employee Matters		A-50

SECTION 5.09.	Notification of Certain Matters; Unitholder Litigation		A-52

SECTION 5.10.	Section 16 Matters		A-53

SECTION 5.11.	Parent Vote		A-53

SECTION 5.12.	Parent Third-Party Discussions		A-53

SECTION 5.13.	Director Resignations		A-54

SECTION 5.14.	Stock Exchange De-listing		A-54

SECTION 5.15.	Preparation of the Proxy Statement; Unitholders’ Meeting		A-54

SECTION 5.16.	ServiceCo Matters		A-55

ARTICLE VI
Conditions to the Merger

SECTION 6.01.	Conditions to Each Party’s Obligation to Effect the Merger		A-56

SECTION 6.02.	Conditions to the Obligations of Parent and Merger Sub		A-56

SECTION 6.03.	Conditions to the Obligations of the Partnership and the General Partner		A-58

A-3

TABLE OF CONTENTS

(continued)


		Page

ARTICLE VII
Termination

SECTION 7.01.	Termination		A-58

SECTION 7.02.	Effect of Termination		A-60

SECTION 7.03.	Termination Fee		A-60

ARTICLE VIII
Miscellaneous

SECTION 8.01.	No Survival of Representations and Warranties		A-62

SECTION 8.02.	Amendment or Supplement		A-62

SECTION 8.03.	Extension of Time, Waiver, Etc		A-63

SECTION 8.04.	Assignment		A-63

SECTION 8.05.	Counterparts		A-63

SECTION 8.06.	Entire Agreement; No Third Party Beneficiaries		A-63

SECTION 8.07.	Governing Law; Jurisdiction		A-63

SECTION 8.08.	Specific Enforcement		A-65

SECTION 8.09.