U.S. District Court for the Southern District of New York – 500 Pearl Street. Photo: Rick Kopstein

An investor in Houston-based Buckeye Partners has sued to halt a planned vote on a proposed $6.5 billion deal to sell the petroleum distributor to an Australian investment-management firm, claiming that the firm's brass failed to disclose key financial information and possible conflicts among its directors.

The proposed class action, filed June 28 in the U.S. District Court for the Southern District of New York, argued that investors needed more information to decide whether to support the transaction at a scheduled special meeting of the company's limited partners July 31.

According to the filing, company insiders, including Buckeye's executives and directors, stood to receive “unique benefits” from the deal, including continued employment and cash payments. The suit also targeted financial inputs that the company's financial adviser, Wells Fargo Securities, considered in crafting its valuation analysis.

“Unless remedied, Buckeye's public unitholders will be forced to make a voting decision on the proposed transaction without full disclosure of all material information concerning the proposed transaction being provided to them,” attorneys for plaintiff John Ingalls wrote in a 17-page complaint.

The two-count complaint alleges securities laws violations and seeks a permanent injunction barring it from ever going into effect. A company spokesman did not immediately respond Monday to an email seeking comment on the lawsuit.

Buckeye, a Delaware company based in Houston, announced the sale in a May 10 press release. According to the company, the $41.50-per-unit all-cash deal represented a 27.5% premium to Buckeye's closing price the day prior.

Buckeye, which owns and operates one of the largest networks of integrated midstream assets in the country, said the deal would bring Buckeye under the “umbrella” of IFM, when the deal closes in the fourth quarter of 2019. It was subject to investor approval, as well as regulatory approvals and customary closing conditions.

IFM, a global institutional investment manager with $90 billion in funds under management, including $39.1 billion in infrastructure.

“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,” Clark C. Smith, Buckeye's president and CEO, said in a statement at the time. “In addition, the proposed transaction will provide Buckeye with superior access to capital to execute on its long-term business strategy.”

The company owns more than 6,000 miles of pipeline, and with over 100 delivery locations and 115 liquid petroleum products terminals, is a leading distributor in the East and Mid-West portions of the country.

Ingalls is represented by Richard A. Acocelli of WeissLaw in New York. An online docket-tracking service did not list counsel for Buckeye or its or the individual defendants Monday. As of Monday afternoon, it had not yet been assigned to a judge.

The case is captioned Ingalls v. Buckeye Partners.