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EX-10.1 - EX-10.1 - BUCKEYE PARTNERS, L.P. | h74191exv10w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): June 30, 2010 (June 25, 2010)
Buckeye Partners, L.P.
(Exact Name of Registrant as Specified in Charter)
Delaware | 1-9356 | 23-2432497 | ||
(State or Other | (Commission File | (I.R.S. Employer | ||
Jurisdiction of | Number) | Identification No.) | ||
Incorporation) |
One Greenway Plaza, Suite 600 | ||
Houston, Texas | 77046 | |
(Address of Principal Executive Offices) | (Zip Code) |
Registrants telephone number, including area code: (832) 615-8600
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01. Entry into a Material Definitive Agreement.
On June 25, 2010, Buckeye Energy Services LLC (BES), which is an indirect wholly-owned
subsidiary of Buckeye Partners, L.P., amended and restated its credit facility as described in Item
2.03 of this report. The information set forth under Item 2.03 below is incorporated by reference
into this Item 1.01.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
On May 20, 2008, Farm & Home Oil Company LLC (Farm & Home) and BES entered into a
Credit Agreement (the Existing Credit Agreement) with BNP Paribas, as Administrative Agent,
Collateral Agent, and Lead Arranger and the other lenders from time to time party thereto. Pursuant
to the terms of the Existing Credit Agreement, BES exercised its accordion feature thereunder and
requested increases in the total commitments available to it. Such increases were successfully
syndicated bringing the total available commitments under the Existing Credit Agreement to
$250,000,000.
On June 25, 2010, BES entered into an Amended and Restated Credit Agreement (the Credit
Agreement) with BNP Paribas, as Administrative Agent, Collateral Agent, and Lead Arranger and the
other lenders from time to time party thereto (the Lenders). The Credit Agreement provides for
borrowings available to BES up to $500,000,000 under a senior secured revolving credit facility
(the Facility). However, the commitments under the Facility immediately after closing will be
$350,000,000. An accordion feature provides BES the ability to increase the commitments to
$500,000,000, subject to obtaining the requisite commitments and satisfying other customary
conditions. In addition to the accordion, subject to the Borrowers satisfaction of certain
financial covenants as set forth in the table of financial covenants below, the Borrower from time
to time may elect to increase or decrease the maximum amount available for borrowing under the
Facility, referred to as the Facilitys Maximum Sub-Limit, in $5,000,000 increments, but in no
event below $150,000,000 or above $500,000,000. Adjusting the Maximum Sub-Limit affects, inter
alia, various sub-limits and financial covenants as shown in the tables below in this report.
Borrowings under the Facility may be used by the Borrower to finance the general working capital
requirements of the Borrower, such as the purchase, storage, and sale of crude oil, refined
petroleum products, biofuels, transmix, ethanol (and related renewable identification numbers
associated with the government mandated renewable fuel standards), natural gas liquids, natural gas
and any other product or by-product of any of the foregoing. Immediately after entering into the
Credit Agreement, the amount of outstanding loans thereunder was
approximately $195,000,000.
The Facilitys maturity date is June 25, 2013. Borrowings under the Facility
will bear interest at the Administrative Agents Cost of Funds (as defined in the Credit Agreement)
plus 2.25%, the Eurodollar Base Rate (as defined in the Credit Agreement) plus 2.25%, or the Prime
Rate (as defined in the Credit Agreement) plus 1.25%, based on the election of the applicable
Borrower for each interest period. The Facility is secured by liens on certain of the assets of
the Borrower, including its inventory, its cash, deposit (other than certain accounts), investment,
and hedging accounts, and its receivables and intangibles.
In addition to revolving credit loans, the Borrower may borrow Daylight
Overdraft Loans (as defined in the Credit Agreement) and Swingline Loans (as defined in the Credit
Agreement) and may cause letters of credit to be issued under the Facility. Such alternative
extensions of credit are subject to certain sublimits, based upon the Maximum Sub-Limit that the
Borrower has then elected for the Facility. Such sublimits are set forth in the following table:
Daylight | 364-Day Letters | Swing Line | ||||||||||||||
Overdraft Loan | of Credit Sub- | Loan Sub- | Subsidiary L/C | |||||||||||||
Maximum Sub-Limit | Sub-Limit | Limit | Limit | Sub-Limit | ||||||||||||
$150,000,000 |
$ | 10,000,000 | $ | 15,000,000 | $ | 15,000,000 | $ | 30,000,000 | ||||||||
> $150,000,000 and
£ $200,000,000 |
$ | 10,000,000 | $ | 20,000,000 | $ | 20,000,000 | $ | 40,000,000 | ||||||||
> $200,000,000 and
£ $250,000,000 |
$ | 10,000,000 | $ | 25,000,000 | $ | 25,000,000 | $ | 50,000,000 | ||||||||
> $250,000,000 and
£ $300,000,000 |
$ | 10,000,000 | $ | 25,000,000 | $ | 25,000,000 | $ | 50,000,000 | ||||||||
> $300,000,000 and
£ $350,000,000 |
$ | 10,000,000 | $ | 25,000,000 | $ | 25,000,000 | $ | 50,000,000 | ||||||||
> $350,000,000 and
£ $400,000,000 |
$ | 10,000,000 | $ | 25,000,000 | $ | 25,000,000 | $ | 50,000,000 | ||||||||
> $400,000,000 and
£ $450,000,000 |
$ | 10,000,000 | $ | 25,000,000 | $ | 25,000,000 | $ | 50,000,000 | ||||||||
> $450,000,000 and
£ $500,000,000 |
$ | 10,000,000 | $ | 25,000,000 | $ | 25,000,000 | $ | 50,000,000 |
The Credit Agreement requires the Borrower to meet certain financial covenants, as summarized
in the table below:
Minimum | Maximum | |||||||||||
Minimum Consolidated | Consolidated Net | Consolidated | ||||||||||
Maximum Sub-Limit | Tangible Net Worth | Working Capital | Leverage Ratio | |||||||||
$150,000,000 |
$ | 40,000,000 | $ | 30,000,000 | 7.0:1.00 | |||||||
> $150,000,000 and
£ $200,000,000 |
$ | 50,000,000 | $ | 40,000,000 | 7.0:1.00 | |||||||
> $200,000,000 and
£ $250,000,000 |
$ | 60,000,000 | $ | 50,000,000 | 7.0:1.00 | |||||||
> $250,000,000 and
£ $300,000,000 |
$ | 72,000,000 | $ | 60,000,000 | 7.0:1.00 | |||||||
> $300,000,000 and
£ $350,000,000 |
$ | 84,000,000 | $ | 70,000,000 | 7.0:1.00 | |||||||
> $350,000,000 and
£ $400,000,000 |
$ | 96,000,000 | $ | 80,000,000 | 7.0:1.00 | |||||||
> $400,000,000 and
£ $450,000,000 |
$ | 108,000,000 | $ | 90,000,000 | 7.0:1.00 | |||||||
> $450,000,000 and
£ $500,000,000 |
$ | 120,000,000 | $ | 100,000,000 | 7.0:1.00 |
The Maximum Consolidated Leverage Ratio is the ratio of the Borrowers Consolidated Total
Liabilities (excluding, subject to limitations, the Borrowers subordinated indebtedness) to
Consolidated Tangible Net Worth (increased, subject to limitations, by the amount of the Borrowers
subordinated indebtedness). The terms Consolidated Tangible Net Worth, Consolidated Net Working
Capital, and Consolidated Total Liabilities each are defined in the Credit Agreement. These terms
are not defined under generally accepted accounting principles and may not be comparable to
similarly titled measures used by other companies.
In addition, the Credit Agreement contains other covenants, including, but not limited to,
covenants limiting the Borrowers and its subsidiaries ability to incur additional indebtedness,
to create or incur certain liens on its property, to consolidate, merge or transfer assets, to make
dividends or distributions, to dispose of property, to make investments, to modify its risk
management policy, or to engage in business activities materially different from those presently
conducted.
The Credit Agreement provides that certain customary events, including, but not limited to, a
change of control of the Borrower, will be an event of default. During the continuance of an event
of default, the Lenders may take a number of actions, including declaring the entire amount then
outstanding under the Credit Agreement due and payable.
The full text of the Credit Agreement is attached hereto as Exhibit 10.1 and is incorporated
by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) | Exhibits. | ||
10.1 | Amended and Restated Credit Agreement, dated as of June 25, 2010, among Buckeye Energy Services LLC, BNP Paribas and other lenders party thereto. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
BUCKEYE PARTNERS, L.P. |
||||
By: | Buckeye GP LLC, | |||
its General Partner |
By: | /s/ William H. Schmidt, Jr. | |||
William H. Schmidt, Jr. | ||||
Vice President, General Counsel and Secretary | ||||
Dated: June 30, 2010
Exhibit Index
Exhibit
10.1 | Amended and Restated Credit Agreement, dated as of June 25, 2010, among Buckeye Energy Services LLC, BNP Paribas and other lenders party thereto. |
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