Tripp Levy PLLC announces an investigation into the proposed acquisition of Buckeye GP Holdings L.P. (NYSE: BGH). On June 11, 2010, Buckeye Partners L.P. (NYSE: BPL) announced that it has entered into a definitive agreement that would result in the merger of the two partnerships. Under the terms of the merger agreement, BGH unitholders would receive 0.705 BPL units in exchange for each BGH unit, valuing BGH at $41.01 a unit. The merger would also result in the cancellation of BGH’s incentive distribution rights.
However, BGH may not have adequately shopped itself around before entering into this transaction and, pursuant to this proposed transaction, BPL may be underpaying for BGH, thus unlawfully harming BGH unitholders. The merger agreement was unanimously approved by the boards of directors of the partnerships. Approximately 62% of BGH’s units are owned by BGH GP Holdings, LLC (“BGH GP”), which is owned by ArcLight Capital Partners, LLC (“ArcLight”), Kelso & Company (“Kelso”), and certain investments funds along with certain members of senior management and board members of BGH. The merger is subject to approval by a majority vote of the outstanding units of BPL and units of BGH; however, BGH GP has entered into a voting agreement to vote its 62% stake in favor of the merger. The board members and senior management of BGH are expected to remain with the Company following completion of the transaction as well as vote in favor of the merger.
The investigation concerns, among other things, whether the consideration to be paid to BGH unitholders is grossly unfair, inadequate, and substantially below the fair or inherent value of BGH. The investigation further concerns whether the directors of BGH may have breached their fiduciary duties by not acting in BGH unitholders' best interests in connection with the sale process of BGH.
If you own BGH units and you wish to discuss this matter with us, or have any questions concerning your rights and interests with regard to this matter, please contact
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