-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JQ0pTPv9hDtus0AVHVAZiINBgAlLWDbHHxPdxXc8b4aTCnOTTNqHc2hVjsn6ufXX WQicw8sJOjBH116fqR9swA== 0001104659-08-065087.txt : 20081022 0001104659-08-065087.hdr.sgml : 20081022 20081021215352 ACCESSION NUMBER: 0001104659-08-065087 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20081022 DATE AS OF CHANGE: 20081021 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Buckeye GP Holdings L.P. CENTRAL INDEX KEY: 0001359055 STANDARD INDUSTRIAL CLASSIFICATION: PIPE LINES (NO NATURAL GAS) [4610] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82376 FILM NUMBER: 081134326 BUSINESS ADDRESS: STREET 1: FIVE TEK PARK STREET 2: 9999 HAMILTON BLVD. CITY: BREINIGSVILLE STATE: PA ZIP: 18031 BUSINESS PHONE: (610) 904-4000 MAIL ADDRESS: STREET 1: FIVE TEK PARK STREET 2: 9999 HAMILTON BLVD. CITY: BREINIGSVILLE STATE: PA ZIP: 18031 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BGH GP Holdings, LLC CENTRAL INDEX KEY: 0001396414 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O ARCLIGHT CAPITAL PARTNERS, LLC STREET 2: 200 CLARENDON STREET, 55TH FLOOR CITY: BOSTON STATE: MA ZIP: 02117 BUSINESS PHONE: 617-531-6300 MAIL ADDRESS: STREET 1: C/O ARCLIGHT CAPITAL PARTNERS, LLC STREET 2: 200 CLARENDON STREET, 55TH FLOOR CITY: BOSTON STATE: MA ZIP: 02117 SC 13D/A 1 a08-26591_1sc13da.htm SC 13D/A

SCHEDULE 13D

(Rule 13d-101)

	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

Buckeye GP Holdings L.P.

(Name of Issuer)

Common Units representing limited partner interests, no par value

(Title of Class of Securities)

118167105

(CUSIP Number)

John A. Tisdale

BGH GP Holdings, LLC

c/o ArcLight Capital Partners, LLC, 200 Clarendon Street, 55th Floor, Boston, MA 02117

Telephone: (617) 531-6316

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

October 21, 2008

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 118167105

	1.	Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (Entities Only) BGH GP Holdings, LLC

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) OO

	5.	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 17,510,907 (See Note 1)

			8.	Shared Voting Power 2,830

			9.	Sole Dispositive Power 17,510,907 (See Note 1)

			10.	Shared Dispositive Power 2,830

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 17,513,737 (See Note 1)

	12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row 11 Approximately 61.9% (See Notes 1 and 2)

	14.	Type of Reporting Person (See Instructions) OO (Limited Liability Company)

Note 1: Includes 509,142 Management Units (convertible on a one-to-one basis into Common Units as described in Item 4).

Note 2: Based on 27,769,647 Common Units and 530,353 Management Units (convertible on a one-to-one basis into Common Units as described in Item 4) outstanding as of July 24, 2008, as reported on the issuer’s quarterly report on Form 10-Q for the three months ended June 30, 2008.

This Amendment No. 1 to the statement on Schedule 13D (this “Amendment No. 1”) amends and supplements the statement originally filed on April 13, 2007 (the “Schedule 13D”) by BGH GP Holdings, LLC (the “Reporting Person”), ArcLight Capital Partners, LLC, ArcLight Energy Partners Fund III, L.P., ArcLight PEF GP III, LLC, ArcLight Capital Holdings, LLC, Kelso Investment Associates VII, L.P., Kelso GP VII, L.P., Kelso GP VII, LLC and KEP VI, LLC, and relates to common units (“Common Units”) and management units convertible on a one-for-one basis into Common Units (“Management Units”) of Buckeye GP Holdings L.P., a Delaware limited partnership (the “Issuer”). That Schedule 13D is hereby amended and supplemented as set forth below.

On June 25, 2007, the Reporting Person completed the purchase of all of the membership interests in MainLine Management LLC, the general partner of the Issuer (“MainLine”), and certain Common Units and Management Units pursuant to that certain Purchase Agreement dated as of April 3, 2007 among Carlyle/Riverstone BPL Holdings II, L.P. (“C/R Holdings”), the limited partners of the Issuer named therein (“Management” and, together with C/R Holdings, the “Sellers”) and the Reporting Person, which Purchase Agreement was filed as Exhibit 2 to the Schedule 13D, as amended by that certain First Amendment to Purchase Agreement dated as of June 25, 2007 among the Reporting Person and the Sellers (as so amended, the “Purchase Agreement”), which is being filed as Exhibit 99.1 to this Amendment No. 1.

As described in Item 4 below, on October 21, 2008 the Reporting Person delivered to the board of directors of MainLine a letter and issued a press release announcing the Reporting Person’s intent to commence a tender offer for all of the outstanding Common Units that the Reporting Person does not already own at a cash purchase price of $17.00 per Common Unit.

Item 2.

Identity and Background

Item 2 of the Schedule 13D is hereby amended and restated in its entirety as follows:

This schedule is being filed by:

BGH GP Holdings, LLC, a Delaware limited liability company

c/o ArcLight Capital Partners, LLC

200 Clarendon Street, 55th Floor

Boston, Massachusetts 02117

The Reporting Person was formed to acquire and own the general partner of the Issuer and limited partner interests in the Issuer.

Certain information required by this Item 2 concerning the executive officers and directors of the Reporting Person is set forth on Schedule A, attached hereto, which is incorporated into this Item 2 by reference.

Neither the Reporting Person nor, to the best of the Reporting Person’s knowledge, any of the persons listed on Schedule A hereto has, during the last five years (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of

such proceedings was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3.

Source and Amount of Funds or Other Consideration

Item 3 of the Schedule 13D is hereby amended and restated in its entirety as follows:

Pursuant to the terms of the Purchase Agreement, the Reporting Person acquired all of the membership interests in the Issuer’s general partner, MainLine, which owns 2,830 Common Units. In addition, the Reporting Person purchased 15,201,897 Common Units from C/R Holdings, 1,799,869 Common Units (including 831,647 Management Units that were converted into Common Units) and 509,142 Management Units from Management for an aggregate purchase price of $411.6 million. The Reporting Person financed the purchase price through funds contributed by its members, the source of which was capital contributions made to such members by their respective equity holders.

With respect to the Transaction (as defined in Item 4 of this Amendment No.1), the Reporting Person estimates that it will require approximately $180 million in funds to consummate the Transaction and pay related fees and expenses; all such funds will be provided in the form of equity investments from certain of the Reporting Person’s existing members and their affiliates.

Item 4.

Purpose of Transaction.

Item 4 of the Schedule 13D is hereby amended and restated in its entirety as follows:

Pursuant to the Purchase Agreement, the Reporting Person purchased from Sellers all of the membership interests in the Issuer’s general partner, MainLine, which owns 2,830 Common Units. In addition, the Reporting Person purchased 15,201,897 Common Units from C/R Holdings, 1,799,869 Common Units (including 831,647 Management Units that were converted into Common Units) and 509,142 Management Units from Management, all pursuant to the Purchase Agreement (the “Acquisition”).

The Reporting Person entered into the Acquisition for investment purposes, and the Reporting Person intends to participate in and influence the affairs of the Issuer through the Reporting Person’s ownership and control of, and rights to appoint directors to the board of directors of, MainLine and through the exercise of its voting rights with respect to the Common Units and Management Units the Reporting Person owns.

Pursuant to the Purchase Agreement, William H. Shea, Jr., Michael B. Hoffman, Andrew W. Ward and E. Bartow Jones resigned from the board of directors of MainLine upon the closing of the Acquisition. The Reporting Person appointed Forrest E. Wylie, Daniel R. Revers, Robb E. Turner, Frank J. Loverro and Christopher L. Collins to fill the vacancies on the board of directors of MainLine created by those resignations. On March 20, 2008, Daniel Revers resigned from the board and was replaced by Jake F. Erhard. In addition, on April 29, 2008, W. Barnes Hauptfuhrer, an independent member of the MainLine board of directors who did not resign in connection with the Acquisition, resigned and was replaced by Oliver G. Richard, III.

References to and descriptions of the Purchase Agreement, in this Item 4 are qualified in their entirety by reference to the Purchase Agreement filed as Exhibit 2 to the Schedule 13D and

the First Amendment to Purchase Agreement included as Exhibit 99.1 to this Amendment No. 1, and those exhibits are incorporated into this Item 4 by reference.

On October 21, 2008 the Reporting Person delivered to the board of directors of MainLine the letter included in Exhibit 99.2 and issued the press release attached to Exhibit 99.3, both of which are incorporated into this Item 4 by reference. The summary set forth below of those documents is qualified in its entirety by reference to those documents. In those documents, the Reporting Person announced its intent to commence a tender offer for all of the outstanding common units of the Issuer that the Reporting Person does not already own at a cash purchase price of $17.00 per unit (the “Transaction”).

The Transaction will be conditioned on, among other things, the tender of a sufficient number of Common Units to give the Reporting Person ownership of more than 90% of the outstanding Common Units, which would include the tender of a majority of the Common Units not owned by the Reporting Person or its affiliates. If the Transaction is completed, the Reporting Person would subsequently exercise its limited call right under the Issuer’s partnership agreement to acquire any remaining Common Units not owned by it at the same price per Common Unit paid in the Transaction. The Transaction will not be conditioned on the Reporting Person’s obtaining any financing.

The foregoing is a summary of the Reporting Person’s current proposal and should not be construed as an offer to purchase any Common Units. Any offer will be made by means of a tender offer statement. Unitholders are urged to read the Reporting Person’s tender offer statement and other relevant documents regarding the offer and the exercise of the limited call right filed with the SEC when they become available because they will contain important information. Unitholders will be able to receive those documents free of charge at the SEC’s Web site, www.sec.gov.

The Reporting Person expects to file the information required by Rule 13e-3 under the Securities Exchange Act of 1934, as amended, which is applicable to certain “going private” transactions, with the SEC at the time the Transaction is commenced and to provide the required information to holders of the Common Units at that time. If the Transaction, including the exercise of the limited call right, were successfully completed, the Issuer would become an indirect wholly owned subsidiary of the Reporting Person, and the Reporting Person would expect to amend and restate the certificate of limited partnership and agreement of limited partnership of the Issuer to make such changes it deems necessary or appropriate.

Except as described herein, the Reporting Person has not formulated any plans, proposals or otherwise that relate to or would otherwise result in any matter required to be disclosed pursuant to paragraphs (a) through (j) of Item 4 of Schedule 13D.

Item 5.

Interest in Securities of the Issuer

Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:

(a) - (b) The Reporting Person is the beneficial owner of 17,004,595 Common Units (including 2,830 Common Units owned by MainLine, which is wholly owned by the Reporting Person) and 509,142 Management Units (together representing approximately 62%

of the Common Units and Management Units outstanding as of July 28, 2008, according to the Issuer). To the knowledge of the Reporting Person, except as disclosed in the Form 10-K filed by the Issuer for the fiscal year ended December 31, 2007, no Common Units or Management Units are beneficially owned by any of the persons listed on Schedule A.

(c) No transactions in Common Units or Management Units were effected by the Reporting Person, or to its knowledge, by any of the persons listed on Schedule A, during the past 60 days.

(d) To the best knowledge of the Reporting Person, no person other than the Reporting Person has the right to receive, or the power to direct the receipt of dividends from, or the power to direct the receipt of proceeds of the sale of, the Common Units and Management Units owned by the Reporting Person.

(e) Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The final paragraph of Item 6 of the Schedule 13D is hereby amended and restated in its entirety as follows:

Pursuant to the Purchase Agreement, the Reporting Person purchased from the Sellers:

· all of the membership interests in MainLine;

· 15,201,897 Common Units owned by C/R Holdings;

· 2,830 Common Units owned by MainLine; and

· 1,799,869 Common Units (including 831,647 Management Units that were converted into Common Units) and 509,142 Management Units from Management.

The Purchase Agreement was filed as Exhibit 2 to the Schedule 13D and the First Amendment to Purchase Agreement is included as Exhibit 99.1 to this Amendment No. 1. Those exhibits are incorporated into this Item 6 by reference, and the description set forth above is qualified in its entirety by reference thereto.

Item 7.

Material to be Filed as Exhibits.

Item 7 of the Schedule 13D is hereby amended to add the following:

Exhibit 99.1		First Amendment to Purchase Agreement dated as of June 25, 2007.

Exhibit 99.2		Proposal letter, dated October 21, 2008, to the Board of Directors of MainLine Management LLC, as general partner of Buckeye GP Holdings, L.P.

Exhibit 99.3		Press release, dated October 21, 2008.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.

Dated: October 21, 2008.


	BGH GP HOLDINGS, LLC


	By:	/s/ John A. Tisdale
		John A. Tisdale
		Attorney-in-Fact

Schedule A

Board of Directors and Executive Officers of BGH GP Holdings, LLC

Daniel R. Revers

c/o ArcLight Capital Partners, LLC

200 Clarendon Street, 55th Floor

Boston, MA 02117

Principal Occupation: Director; Managing Partner, ArcLight Capital Partners, LLC

Citizenship: USA

Robb E. Turner

c/o ArcLight Capital Partners, LLC

152 West 57th Street, 53rd Floor

New York , NY 10019

Principal Occupation: Director; Senior Partner, ArcLight Capital Partners, LLC

Citizenship: USA

Frank J. Loverro

c/o Kelso & Company

320 Park Avenue

New York, NY 10022

Principal Occupation: Director; Managing Director, Kelso & Company

Citizenship: USA

Christopher L. Collins

c/o Kelso & Company

320 Park Avenue

New York, NY 10022

Principal Occupation: Director; Transaction Professional, Kelso & Company

Citizenship: USA

Forrest E. Wylie

c/o MainLine Management LLC

Five TEK Park, 9999 Hamilton Blvd.

Breinigsville, Pennsylvania 18031

Principal Occupation: Director and Officer; Chief Executive Officer, MainLine Management LLC

Citizenship: USA

Stephen C. Muther

c/o MainLine Management LLC

Five TEK Park, 9999 Hamilton Blvd.

Breinigsville, Pennsylvania 18031

Principal Occupation: President and Secretary, MainLine Management LLC

Citizenship: USA

Vance E. Powers

c/o MainLine Management LLC

Five TEK Park, 9999 Hamilton Blvd.

Breinigsville, Pennsylvania 18031

Principal Occupation: Vice President and Assistant Treasurer, MainLine Management LLC

Citizenship: USA

EX-99.1 2 a08-26591_1ex99d1.htm EX-99.1

Exhibit 99.1

FIRST AMENDMENT TO PURCHASE AGREEMENT

FIRST AMENDMENT TO PURCHASE AGREEMENT, dated as of June 25, 2007 (this “First Amendment”), by and among the Carlyle/Riverstone BPL Holdings II, L.P., a Delaware limited partnership (“C/R Holdings”), the additional limited partners of Buckeye GP Holdings L.P. (“BGH”) listed on Schedule IA hereto (“Management” and collectively with C/R Holdings, “Sellers” or individually, each a “Seller”) and BGH GP Holdings, LLC, a Delaware limited liability company (“Buyer”). Each Seller and Buyer is referred to individually as a “Party,” and collectively as the “Parties.”

W I T N E S S E T H

WHEREAS, the Parties entered into a Purchase Agreement, dated as of April 3, 2007, relating to the sale by the Sellers to Buyer of 16,438,000 common units and 1,362,000 Management Units representing limited partner interest in BGH (the “Original Agreement”) (capitalized terms not otherwise defined herein have the same meanings ascribed to such terms in the Original Agreement);

WHEREAS, it has been determined that the maximum number of Management Units that may be converted into common units is 831,647;

WHEREAS, in accordance with the provisions of Section 9.1 of the Original Agreement, the Parties desire to amend the Original Agreement, as described below, by entering into this First Amendment; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, and intending to be legally bound hereby, the Parties agree as follows:

ARTICLE I

AMENDMENTS

1.1 Schedule I. The Original Agreement is hereby amended by replacing the term “Schedule I” with “Schedule IA”, and Schedule IA attached hereto shall replace Schedule I attached to the Original Agreement. Notwithstanding the foregoing, the use of the term Schedule I in Section 3.5 of the Original Agreement shall refer to Schedule I attached to the Original Agreement.

1.2 Non-C/R Units. The Original Agreement is hereby amended by deleting the definition of the term “Non-C/R Units” in the sixth Recital, and Section 1.1 of the Original Agreement is amended by inserting the following:

“Non-C/R Units” means, collectively, (i) the number of Management Units set forth on Schedule IA under the heading “Converted Management Units,” which represents the maximum number of Management Units that can be determined to be convertible to common units of BGH with sufficient income and gain at BGH to support special allocation to such common units in order to make them economically uniform with BGH’s other common units, as described in

Section 6.1(d)(ix) of the Partnership Agreement, (ii) the remaining Management Units (as set forth under the heading “Unconverted Management Units” on Schedule IA) and (iii) the other common units of BGH owned by Management (as set forth on Schedule IA.)

1.3 Sale and Purchase of the Non-C/R Units. Section 2.1 of the Original Agreement is hereby amended and restated to read in its entirety as follows:

Upon the terms and subject to the satisfaction of the conditions contained in this Agreement, at the Closing, Management shall sell, transfer, and deliver to Buyer, and Buyer shall purchase from Management: (i) that number of common units set forth opposite the name of each member of Management under the column “Common Units” on Schedule IA (such common units being common units held by such member of Management on the date of the Purchase Agreement); (ii) that number of common units set forth opposite the name of each member of Management under the column “Converted Management Units” (such common units being such member of Management’s pro-rata portion of the common units resulting from conversion of the maximum number of Management Units that can be determined to be convertible to common units of BGH with sufficient income and gain at BGH to support special allocation to such common units in order to make them economically uniform with BGH’s other common units, as described in Section 6.1(d)(ix) of the Partnership Agreement); and (iii) that number of Management Units set forth opposite the name of each member of Management under the column “Un-converted Management Units” on Schedule IA. The aggregate purchase price for the Non-C/R Units will be $54,261,735.00 (the “Non-C/R Purchase Price”) in cash, which shall be paid as provided in Section 2.4 and subject to further adjustment as provided in Section 2.5, and shall be allocated among Sellers pro rata based upon the number of Non-C/R Units sold by each Seller.

1.4 Wire Transfer Instructions for the Purchase Price. Section 2.4(a) of the Original Agreement is hereby amended and supplemented by adding the following sentence at the conclusion thereof:

The Purchase Price, including any adjustment pursuant to Section 2.5, shall be paid by wire transfer of immediately available funds to the account in the name of “Carlyle Riverstone BPL Holdings II, L.P.” at Wachovia Bank (ABA # 031 201 467), account number 2000030520367.

1.5 Employee Matters. Section 5.13(b) of the Original Agreement is hereby amended by replacing the words “18 months” in the parenthetical phrase in clause (i) with the words “36 months”.

ARTICLE II

MISCELLANEOUS PROVISIONS

2.1 Amendment and Modification. Subject to applicable Law, this First Amendment may be amended, modified or supplemented only by written agreement of Sellers and Buyer.

2.2 Waiver of Compliance; Consents. Except as otherwise provided in this First Amendment, any failure of any of the Parties to comply with any obligation, covenant, agreement or condition herein may be waived by the Party entitled to the benefits thereof only by a written instrument signed by the Party granting such waiver, but such waiver of such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent failure to comply therewith.

2.3 Assignment. This First Amendment and all of the provisions hereof shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns, but neither this First Amendment nor any of the rights, interests or obligations hereunder shall be assigned by any Party hereto, including by operation of law, without the prior written consent of each other Party, such consent not to be unreasonably withheld, nor is this First Amendment intended to confer upon any other Person except the Parties hereto any rights, interests, obligations or remedies hereunder.

2.4 Governing Law. This First Amendment shall be governed by and construed in accordance with the law of the State of New York as to all matters, including but not limited to matters of validity, construction, effect, performance and remedies.

2.5 Counterparts. This First Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

2.6 Interpretation. The articles, section and schedule headings contained in this First Amendment are solely for the purpose of reference, are not part of the agreement of the Parties and shall not in any way affect the meaning or interpretation of this First Amendment.

2.7 Schedules and Exhibits. Except as otherwise provided in this First Amendment, all Exhibits and Schedules referred to herein are intended to be and hereby are specifically made a part of this First Amendment.

2.8 Severability. Any provision of this First Amendment that is invalid or unenforceable in any jurisdiction shall be ineffective to the extent of such invalidity or unenforceability without invalidating or rendering unenforceable the remaining provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

[Rest of page intentionally left blank]

IN WITNESS WHEREOF, Sellers and Buyer have caused this First Amendment to be signed by their respective duly authorized officers as of the date first above written.

SELLERS:

Carlyle/Riverstone BPL Holdings II, L.P

By:		Carlyle/Riverstone Energy Partners II, L.P., its general partner

By:		C/R Energy GP II, LLC, its general
partner


By:	/s/ Michael B. Hoffman
	Name:		Michael B. Hoffman
	Title:		Authorized Person


/s/ Stephen C. Muther
Stephen C. Muther


/s/ Brian K. Jury
Brian K. Jury


/s/ Eric A. Gustafson
Eric A. Gustafson


/s/ Robert B. Wallace
Robert B. Wallace


/s/ Robert A. Malecky
Robert A. Malecky

	/s/ Vance E. Powers
	Vance E. Powers


	/s/ William H. Shea, Jr.
	William H. Shea, Jr.


	Trust Under Agreement of Alfred W. Martinelli dated December 29, 1992, Susan Martinelli and William Shea, Jr., Trustees F/B/O Susan Martinelli Shea


	/s/ Susan Martinelli Shea
	Susan Martinelli Shea, Trustee


	/s/ William H. Shea, Jr.
	William H. Shea, Jr., Trustee


	Trust Under Agreement of Alfred W. Martinelli dated December 29, 1992, David J. Martinelli Trustee F/B/O David Martinelli


	/s/ David J. Martinelli
	David J. Martinelli, Trustee

BUYER:

BGH GP Holdings, LLC


By:	/s/ Frank Loverro
	Name:	Frank Loverro
	Title:	Manager

Schedule IA

Sellers

Name	Common Units	Converted Management Units	Un- converted Management Units	Total Units
Carlyle/Riverstone BPL Holdings II, L.P.1	15,204,727	—	—	15,204,727
Stephen C. Muther	107,679	166,329	106,071	380,079
Brian K. Jury	31,314	83,165	53,035	167,514
Eric A. Gustafson	51	124,747	79,553	204,351
Robert B. Wallace	—	83,165	53,035	136,200
Robert A. Malecky	—	83,165	36,192	119,357
Vance E. Powers	—	41,582	22,149	63,731
William H. Shea, Jr.	—	249,494	159,106	408,600
Trust Under Agreement of Alfred W. Martinelli dated December 29, 1992, Susan Martinelli and William Shea, Jr., Trustees F/B/O Susan Martinelli Shea	772,864	—	—	772,864
Trust Under Agreement of Alfred W. Martinelli dated December 29, 1992, David J. Martinelli Trustee F/B/O David Martinelli	56,314	—	—	56,314

Total	16,172,949	831,647	509,141	17,513,737

1. Includes the 2,830 common units owned by MainLine that are transferred pursuant to the sale of the MainLine Interest.

EX-99.2 3 a08-26591_1ex99d2.htm EX-99.2

Exhibit 99.2

October 21, 2008

Board of Directors

Mainline Management LLC

As general partner of Buckeye GP Holdings, L.P.

Five TEK Park

9999 Hamilton Blvd.

Breinigsville, Pennsylvania 18031

Gentlemen:

We are pleased to inform you of our intent to tender for all of the outstanding common units of Buckeye GP Holdings, L.P. (the “Partnership”) that we do not already own at a cash purchase price of $17.00 per unit. As you are aware, we currently beneficially own approximately 62% of the common units of the Partnership.

We believe the public unitholders will find our all-cash proposal to be highly attractive, providing them with the opportunity to receive immediate liquidity at a premium price not currently available in the market. Our price represents a premium of approximately 19% above the closing price of the Partnership’s common units on October 21, 2008 and 21% above the average closing price over the past 30 days.

The transaction will be in the form of a cash tender offer made directly to the holders of the common units of the Partnership we do not already own. We would finance this transaction through equity investments from our existing members and their affiliates, including ArcLight Capital Partners, LLC and Kelso & Company. No debt financing will be required for the transaction, and the closing would not be conditioned on obtaining financing. We believe that by proceeding with a tender offer, we will be able to complete our acquisition of those common units quickly and thereby enable the Partnership’s common unitholders to receive payment for their units earlier than would be the case if we proceeded with a merger structure.

We expect that you will ask the conflicts committee of the Board, which will engage its own legal and financial advisors, to consider our offer on behalf of the Partnership’s public unitholders and to recommend to the Board whether to recommend acceptance of the offer. Affiliates of our members who sit on the Board will support the referral of our offer to the conflicts committee. We would welcome the opportunity to present our proposal to the conflicts committee as soon as possible. We expect to file offering materials with the Securities and Exchange Commission and commence the tender offer in approximately two weeks. This is intended to give you sufficient time to refer our proposal to the conflicts committee and for the committee to hire advisors and begin its analysis in order to communicate your views of the offer to the common unitholders.

Our offer will be conditioned on, among other things, the tender of a sufficient number of common units to give us ownership of more than 90% of the outstanding common units, which would include the tender of a majority of the common units not owned by us or our affiliates. If our offer is completed, we would subsequently exercise our limited call right under the

Partnership’s partnership agreement to acquire any remaining common units not owned by us at the same price per common unit paid in the offer.

Please be aware that we are interested only in acquiring the common units of the Partnership that we do not own and are not interested in selling any of our interests in the Partnership.

Concurrently with our delivery of this letter to you, we are filing an amendment to our Schedule 13D and issuing a press release. A copy of the press release announcing our intent to commence a tender offer is attached for your information.

In sum, our all-cash tender offer price would be at a 19% premium above the price of the Partnership’s common units on October 21, 2008 and 21% above the average closing price over the past 30 days, and we believe we are well positioned to complete the transaction in an expedited manner without the need for any debt financing.

Our entire team will be available to answer any questions that the conflicts committee or its legal or financial advisors may have regarding the offer.

	Sincerely,

	/s/ Daniel R. Revers
	Daniel R. Revers
	BGH GP Holdings, LLC

EX-99.3 4 a08-26591_1ex99d3.htm EX-99.3

Exhibit 99.3

BGH GP HOLDINGS, LLC PROPOSES TO ACQUIRE PUBLIC MINORITY STAKE

IN BUCKEYE GP HOLDINGS, L.P.

Proposed Price of $17.00 in Cash per Unit for 38% Public Stake

Buckeye GP Holdings, L.P. Would Become Wholly Owned by BGH GP Holdings, LLC

October 21, 2008—BGH GP Holdings, LLC, a limited liability company owned primarily by affiliates of ArcLight Capital Partners, LLC and Kelso & Company, announced today that it intends to make a tender offer for all of the outstanding common units of Buckeye GP Holdings, L.P. (NYSE: BGH) (the “Partnership”) not owned by BGH GP Holdings for $17.00 per unit in cash. The offer price represents a premium of approximately 19% above the closing price of the Partnership’s common units on October 21, 2008 and 21% above the average closing price over the past 30 days. The aggregate consideration payable under the proposal for the public stake is approximately $180 million.

BGH GP Holdings currently owns approximately 62% of the outstanding common units of the Partnership and 100% of MainLine Management LLC, which is the general partner of the Partnership and controls the Partnership.

ABOUT THE TENDER OFFER

The offer will be conditioned on, among other things, the tender of a sufficient number of common units to give BGH GP Holdings ownership of more than 90% of the outstanding common units, which would include the tender of a majority of the common units not owned by BGH GP Holdings or its affiliates. If the offer is completed, BGH GP Holdings would subsequently exercise its limited call right under the Partnership’s partnership agreement to acquire any remaining common units not owned by it at the same price per common unit paid in the offer. The Partnership would then become a privately held, wholly owned subsidiary of BGH GP Holdings and its common units would cease to trade on the New York Stock Exchange. The offer will not be conditioned on BGH GP Holdings’ obtaining any financing.

BGH GP Holdings expects to commence the tender offer in approximately two weeks. Offering materials will be mailed to the Partnership’s common unitholders, and BGH GP Holdings will file all necessary information with the United States Securities and Exchange Commission. The commencement and completion of the tender offer and, if the tender offer is completed, the exercise of the limited call right do not require any approval by the board of directors of the Partnership’s general partner. Under applicable law, the Partnership will be required to file with the SEC a statement as to its position on the offer as well as other required information within 10 business days of the date on which the offer is commenced.

A copy of the letter BGH GP Holdings sent to the board of directors of the Partnership’s general partner is attached to this press release.

NOTICE TO BUCKEYE GP HOLDINGS, L.P. COMMON UNITHOLDERS

This news release is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell any securities. Buckeye GP Holdings, L.P. common unitholders and other interested parties are urged to read BGH GP Holdings’ tender offer statement and other relevant documents filed with the SEC when they become available because they will contain important information. The Partnership’s common unitholders will be able to receive those documents free of charge at the SEC’s website, www.sec.gov.

CAUTIONARY INFORMATION REGARDING FORWARD-LOOKING STATEMENTS

Statements about the expected effects, timing and completion of the proposed transaction and all other statements in this release other than historical facts, constitute forward-looking statements. These statements are not guarantees of future performance and involve risks and uncertainties that are difficult to predict. The statements are based upon BGH GP Holdings’ current expectations and beliefs and are subject to a number of known and unknown risks and uncertainties that could cause actual results to

differ materially from those described in the forward looking statements, including, among other things, whether the conditions to the tender offer will be satisfied, general economic factors, business and capital market conditions, general industry trends, changes in tax law requirements and government regulation. There can be no assurances that any transaction will be consummated. BGH GP Holdings disclaims any obligation to update or revise the information in this news release based on new information or otherwise, unless otherwise required by law.

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