Exhibit (c)22
Citigroup Global Markets Inc. | Corporate and Investment Banking May 2019 Discussion Materials Strictly Private and Confidential
Buckeye Partners Overview Company Overview Asset Map · Owns and operates petroleum products common carrier pipeline networks providing commercialend-users withall-weather transportation of refined petroleum products · Operates through following segments: Chicago Syracuse Complex Albany – Domestic Pipelines and Terminals: Transports liquid petroleum Green Bay products from refineries, connecting pipelines, vessels, and bulk and Detroit Sacramento Pittsburgh New York City marine terminals Reno Des Moines Chicago NY Harbor Indianapolis Macungie – Global Marine Terminals (7 Terminals): Provides marine accessible Lima bulk storage and blending services; and rail and truck rack loading or Richmond St. Louis Louisville Chesapeake unloading along with petroleum processing services Buckeye Partners, L.P. Footprint Memphis Wilmington – Merchant Services: Wholesale distributor of refined petroleum Atlanta Charleston Buckeye Owned and Operated Pipelines Birmingham products in the continental United States and in the Caribbean Domestic Terminals Global Marine Terminals so Montgomery · Key Shareholders: OppenheimerFunds (9.7%), Alps Advisors (9.4%), Contract Logistics Operations Houston Jacksonville Lake Charles Eagle Ford Cape Canaveral Tortoise (7.3%) Delivery Locations Tampa Caribbean Buckeye Partners, L.P. Footprint Corpus Christi Bahamas · Key Management: Clark Smith (President, CEO), Keith Clair (CFO, EVP) Gulf Coast Ft. Lauderdale West Shore Pipe Line Company Muskegon Pipeline LLC Miami · Headquarters: Houston, TX Puerto Rico South Portland Terminal LLC · On 11/2/2018, announced multiple divestitures as result of strategic South Texas Gateway Terminal St. Lucia review: – Sale of entire 50% equity stake in VTTI to Vitol (previously owned Segment Breakdown 50%) for $975mm (15 terminals); plus – Sale ofnon-integrated domestic pipeline terminal assets for $450mm Global Marine Terminals Domestic Pipelines & Terminals to InstarAGF; assets include a Florida jet fuel pipeline, other pipelines Storage Capacity Throughput and terminal facilities serving airports, and refined petroleum products Other terminals in California U.S. Gulf Middle Products · On 5/10/2019, Buckeye agrees to be acquired by IFM Investors for Coast Distillates 0.4% $41.50 per common unit for a total transaction value of ~$10.3bn 11.1% 11.6% Jet Fuel Key Assets 13.2% Terminal Throughput of ~100 U.S. East 47.1%· ~6,000 miles pipeline; delivery terminal locations Coast · 24.3% Carribbean 110 active liquid petroleum product terminals 64.6% Gasoline liquid petroleum product storage capacity 27.6%· ~56mm barrels of Source: Company filings. 1
IFM Investors Acquires Buckeye Partners, L.P. Transaction Overview Key Financials Adjusted EBITDA(1) · On May 10, 2019, IFM Investors and Buckeye Partners, L.P. (NYSE: $mm $1,028 $1,114 $1,063 BPL) announced a definitive agreement under which the IFM Global $1,005 $797 $872 $879 Infrastructure Fund will acquire all of the outstanding public common $709 units of Buckeye – Cash offer of $41.50 per common unit, representing a 27.5% to Buckeye’s closing unit price on May 9, 2019 and a 31.9% premium to 2016A 2017A 2018A 2019E Buckeye’s VWAP since November 1, 2018 (2) Distribution / Dividend Coverage – Total transaction value of $10.3 billion and $6.5 billion equity value (x) 1.47x 1.27x 1.28x 1.27x 1.25x · Buckeye’s Board of Directors unanimously approved the proposed 1.09x 1.00x 1.04x transaction with IFM · The closing of the merger will be subject to approval of a majority of the Buckeye unitholders, certain regulatory approvals and other customary 2016A 2017A 2018A 2019E closing conditions TGE BPL Transaction Rationale Blackstone / Tallgrass and IFM / Buckeye Comparison “Buckeye’s Board of Directors recently reviewed strategic options for the business and determined that IFM’s proposal to acquire Buckeye is in the best interest of Buckeye. The proposed transaction will provide immediate and enhanced value for our unitholders with an attractive premium that accelerates long-term returns and represents the underlying value of our business. In addition, the proposed transaction will provide Buckeye with 44% LP Stake and Stake Acquired 100% superior access to capital to execute on its long-term business strategy.Non-Economic GP We look forward to this next chapter in Buckeye’s133-year story.” Equity Value – Clark C. Smith, Chairman, President CEO of Buckeye Purchased $3.3bn(3) $6.5bn “We are pleased to have the opportunity to bring the Buckeye business Implied Firm Value th ~$11.8bn(4) ~$10.3bn and management team under the IFM umbrella. The proposed acquisition (8/8 ) of Buckeye is a complementary addition to IFM’s substantial investments in energy infrastructure across North America and globally. We look Implied 2019 FV / EBITDA Multiple ~11.1x(1,4) ~11.7x forward to supporting the continuing growth of the business.” – Jamie Cemm, Executive Director of IFM Source: Company filings, Wall Street Research, FactSet. Market data as of 5/10/2019. (1) Tallgrass EBITDA includes proportionate REX EBITDA. Tallgrass 2016 and 2017 EBITDA represent Tallgrass Energy, inclusive of TDEV. 2 (2) Coverage metrics from 2016 through 2017 represent TEP coverage. 2018 through 2019 coverage metrics represents TGE coverage. (3) Equity value includes the value of the GP. (4) Firm value includes the value of the GP and proportionate REX debt.
Tallgrass and Buckeye Partners Comparison Tallgrass and Buckeye each provide a unique investment proposition: Tallgrass operates a leading midstream business underpinned by an attractive, diversified portfolio of assets across geographies, customers and commodity types; Buckeye offers a global network of integrated transportation and storage, processing and marketing assets, primarily focused on liquid petroleum products. Business Mix(1) Contract / Revenue Mix(2) Merchant Commodity Gathering, Services Exposed Processing & 1% Volumetric Fee 4% Terminalling 6% 9% Global Marine Terminals Transportation, 43% Domestic Storage and Pipelines & Other Services Terminals 38% Product Sales Crude Oil Natural Gas 56% 62% Transportation Transportation 37% 54% Firm Fee 90% · Unparalleled asset portfolio gives unique · Domestic business revenue breakdown is · Majority of REX and Pony revenues derived · Transportation services generally operate exposure both to natural gas and crude oil 55% pipelines and 45% terminals from counterparties with Investment Grade without long-term contracts and dependent ratings onend-market demand Geographic / Commodity Exposure(1) Relative Historical Trading Performance LTM Price Performance 5/10/2018 1/31/2019 Rockies (3) 40% BPL Announces BX Announces Acquisition Other Gathering, 9% Strategic Review of Interests in TGE Processing & 30% Terminalling Rockies Gas 9% 33% Crude Oil / 20% Condensate 20% 15.7% Marcellus / Utica 10% Gas 28% 0% (0.0%) (3.3%) (10%) Refined (4) Bakken / DJ / Products PRB Crude (20%) 71% 30% · Positioned to capture future production growth · Primarily focused on refined and other (30%) and demand for natural gas and crude oil liquefied petroleum products volumes across a diverse asset base that links (40%) producing basins andend-user markets in theMay-18Jun-18Aug-18Sep-18Nov-18Dec-18Feb-19Mar-19May-19 Midwest, Midcontinent, Rockies and Appalachia Source: Company filings and presentations, FactSet. Market data as of 5/10/2019. TGE AMZ BPL (1) Figures represent 2018 reported metrics and are based on EBITDA. (2) Figures represent 2018 reported metrics; Tallgrass based on EBITDA and Buckeye on revenue. 3 (3) Other products primarily include fuel oil, butane, propylene, diluent and asphalt. (4) Refined products primarily include gasoline, jet fuel, diesel and heating oil.
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