Buckeye GP Holdings, L.P.

Welcome

Buckeye GP Holdings L.P. owns and controls Buckeye GP LLC, which is the general partner of Buckeye Partners, L.P. (NYSE symbol: BPL), a publicly traded master limited partnership. Our primary cash-generating assets are our general partner interests in Buckeye, which consist of (i) general partner units, or GP units, in Buckeye, (ii) the incentive distribution rights in Buckeye, and (iii) approximate one percent general partner interests in Buckeye's subsidiary operating partnerships. The incentive distribution rights entitle us to receive incentive distributions based upon the amount of quarterly cash distributions that Buckeye pays to its limited partners. As the amount of cash distributions paid by Buckeye to its limited partners meets certain target distribution levels, we receive payments equal to an increasing percentage of such cash distributions.

Buckeye Partners, L.P., through its operating subsidiaries, is one of the largest independent refined petroleum products pipeline systems in the United States in terms of volumes delivered, with approximately 5,400 miles of pipeline. The Partnership also owns and operates 50 refined petroleum products terminals with an aggregate storage capacity of approximately 20 million barrels in Illinois, Indiana, Massachusetts, Michigan, Missouri, New York, Ohio, Pennsylvania, and Wisconsin, and operates and maintains approximately 2,700 miles of pipeline under agreements with major oil and chemical companies.

News

Special Committee Issues Response / Recommendation Statement Regarding Tender Offer

Breinigsville, PA – November 19, 2008. . . Buckeye GP Holdings L.P. (NYSE: BGH) (“BGH”) today filed a Solicitation/Recommendation Statement on Schedule 14D-9 announcing that the Special Committee of the Board of Directors of MainLine Management LLC, the general partner of BGH, unanimously determined that the price being offered in the tender offer by BGH GP Holdings, LLC (“BGH Holdings”), to acquire all of the outstanding common units of BGH that are not already owned by BGH Holdings for $17.50 per common unit in cash, is inadequate and that the tender offer is otherwise not in the best interests of the holders of units, other than BGH Holdings and other holders of units affiliated with BGH Holdings. The Special Committee unanimously recommended, on behalf of BGH, that the holders of units reject the tender offer and not tender their units pursuant to the tender offer.

BGH Announces New CFO

Breinigsville, PA – November 10, 2008. . . Buckeye GP Holdings L.P. (NYSE: BGH) (“BGH”), today announced the appointment of Keith E. St. Clair as Senior Vice President and Chief Financial Officer of MainLine Management LLC, which is the general partner of BGH. Mr. St. Clair will replace Mr. Vance Powers, who has been serving as Acting Chief Financial Officer since July 23, 2007. Mr. Powers will continue to serve BGH in his capacity as Vice President, Finance and Controller. Mr. St. Clair has also been appointed to a similar position at Buckeye GP LLC, the general partner of Buckeye Partners, L.P. (NYSE: BPL) (“Buckeye”). BGH owns Buckeye GP LLC.

Special Committee Retains Financial and Legal Advisors

October 29, 2008. . . Buckeye GP Holdings L.P. (NYSE: BGH) (“BGH”) today announced that the Special Committee of the Board of Directors of MainLine Management LLC, the general partner of BGH, has retained Morgan Stanley & Co. Incorporated as its financial advisor and McDermott Will & Emery LLP and Richards, Layton & Finger, P.A. as its legal advisors to assist the Special Committee in its review of the previously announced proposal from BGH GP Holdings, LLC (“BGH Holdings”) to acquire all of the outstanding common units of BGH that are not already owned by BGH Holdings.

BGH Reports Third Quarter Results and Increases Distribution

October 28, 2008. . . Buckeye GP Holdings L.P. (NYSE: BGH) (“BGH”) today reported its financial results for the third quarter of 2008. BGH’s net income for the third quarter of 2008 was $7.2 million, or $0.26 per common unit, compared with net income of $5.1 million, or $0.18 per common unit, for the third quarter of 2007. Revenue in the third quarter of 2008 increased to $496.2 million from revenue of $125.7 million in the third quarter of 2007. Operating income increased in the third quarter of 2008 to $63.3 million from $46.2 million in the third quarter of 2007.

BGH Confirms Receipt of Unsolicited Tender Off

October 22, 2008 . . . Buckeye GP Holdings L.P. (NYSE: BGH) (“BGH”) today confirmed that the Board of Directors of MainLine Management LLC, the general partner of BGH, has received an unsolicited proposal from BGH GP Holdings, LLC (“BGH Holdings”) to acquire all of the outstanding common units of BGH that are not already owned by BGH Holdings for $17.00 per common unit in cash.