Additional Proxy Soliciting Materials (definitive) (defa14a)
July 09 2019 - 4:37PM
Edgar (US Regulatory)
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 (Amendment No. )
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Filed by the Registrant
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Filed by a Party other than the Registrant
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under
§240.14a-12
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(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(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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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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Fee paid previously with preliminary materials.
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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.
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(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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July 9, 2019
Dear Limited Partner:
We have previously sent to you proxy
material for the special meeting of limited partners of Buckeye Partners, L.P., to be held on July 31, 2019.
Your Board of Directors unanimously recommends that limited partners vote FOR both proposals relating to the merger with an
affiliate of IFM Investors Pty Ltd.
Your vote is important
, no matter how many or how few units you may own. If you have not already done so,
please vote TODAY
by telephone,
via
the Internet, or by signing, dating and returning the enclosed proxy card in the envelope provided.
Very truly yours,
/s/ Clark C. Smith
Clark C. Smith
Chairman, President and
Chief Executive Officer of Buckeye GP LLC,
general
partner of Buckeye Partners, L.P.
REMEMBER:
You can vote your units by telephone, or
via
the Internet.
Please follow the easy instructions on the enclosed proxy card.
If you have any questions, or need assistance in voting
your units, please call our proxy solicitor,
INNISFREE M&A INCORPORATED
TOLL-FREE, at 1 (877)
456-3427.
Additional Information and Where to Find It
This communication may be deemed to be solicitation material in respect of the proposed acquisition of Buckeye Partners, L.P. (Buckeye). In
connection with the proposed acquisition, Buckeye has filed relevant materials with the U.S. Securities and Exchange Commission (the SEC), including Buckeyes definitive proxy statement. Buckeye filed its definitive proxy statement
with the SEC on June 25, 2019 and mailed it to holders of Buckeyes LP Units (the Unitholders) beginning on June 25, 2019.
Unitholders are urged to read all relevant documents filed with the SEC, including
Buckeyes definitive proxy statement, because they will contain important information about the proposed transaction and the parties to the proposed transaction.
Investors and Unitholders are able to obtain the documents (once available)
free of charge at the SECs website at www.sec.gov, or free of charge from Buckeye at http://www.buckeye.com/InvestorCenter/SECFilings/tabid/222/Default.aspx or by directing a request to Buckeyes Investor Relations Department at
800-422-2825
or irelations@buckeye.com.
Participants in the Solicitation
Buckeye and its respective directors, executive officers, general partners, limited partners and other members of management and employees, under SEC
rules, may be deemed to be participants in the solicitation of proxies from Buckeyes Unitholders in favor of the proposed transaction. Information about the directors and executive officers of Buckeyes general partner is set
forth in Buckeyes Proxy Statement on Schedule 14A for its 2019 Annual Meeting of Limited Partners, which was filed with the SEC on April 17, 2019, its Annual Report on
Form 10-K
for the
fiscal year ended December 31, 2018, which was filed with the SEC on February 15, 2019 and the definitive proxy statement relating to the proposed transaction, which was filed with the SEC on June 25, 2019. These documents may be
obtained free of charge from the sources indicated above. Additional information regarding the interests of these participants which may, in some cases, be different than those of Buckeyes Unitholders generally, is set forth in the materials
filed by Buckeye with the SEC, including the definitive proxy statement relating to the proposed transaction.
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