Attached files
file | filename |
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EX-8.1 - EX-8.1 - BUCKEYE PARTNERS, L.P. | h79400exv8w1.htm |
EX-1.1 - EX-1.1 - BUCKEYE PARTNERS, L.P. | h79400exv1w1.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): February 2, 2011 (January 28, 2011)
Buckeye Partners, L.P.
(Exact Name of Registrant as Specified in Charter)
Delaware (State or Other Jurisdiction of Incorporation) |
1-9356 (Commission File Number) |
23-2432497 (I.R.S. Employer Identification No.) |
One Greenway Plaza Suite 600 Houston, TX (Address of Principal Executive Offices) |
77046 (Zip Code) |
Registrants telephone number, including area code: (832) 615-8600
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
(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 January 28, 2011, Buckeye Partners, L.P. (the Partnership), a Delaware limited
partnership, announced that it entered into an underwriting agreement (the Underwriting
Agreement) with Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Barclays Capital Inc., Citigroup Global Markets Inc., Goldman, Sachs & Co. and Wells Fargo
Securities LLC, as representatives of the several underwriters set forth in Schedule I to the
Underwriting Agreement (the Underwriters). The Underwriting Agreement relates to a secondary
offering of the Partnerships limited partnership units representing limited partner interests (LP
Units) owned by BGH GP Holdings, LLC, and the purchase by the Underwriters of 4,500,000 of such LP
Units, as well as an option to purchase up to 675,000 additional LP Units to cover over-allotments
(collectively, the Secondary Offered LP Units). The offering of the Secondary Offered LP Units
was registered under the Securities Act of 1933, as amended, pursuant to a shelf registration
statement on Form S-3 (File No. 333-170569). The Partnership expects the transaction to close on
February 2, 2011.
Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Effective as of February 2, 2011, John Erhard and Frank Loverro will resign as members of the
board of directors of Buckeye GP LLC, the Partnerships general
partner (the Partnership GP) in connection with the closing of the secondary public
offering by BGH GP Holdings, LLC. The resignations of Messrs. John Erhard and Frank Loverro are not
the result of any disagreement with the Partnership or the Partnership GP on any matter relating to
either entitys operations, policies or practices.
Item 9.01. | Financial Statements and Exhibits. |
(d | ) | Exhibits. |
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1.1 | Underwriting Agreement dated as of January 28, 2011, among BGH GP Holdings, LLC,
Buckeye Partners, L.P., and Buckeye GP LLC and Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Barclays Capital Inc., Citigroup Global Markets Inc., Goldman, Sachs & Co. and Wells Fargo
Securities LLC, as
representatives of the several underwriters set forth in Schedule I thereto. |
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8.1 | Opinion of Vinson & Elkins L.L.P. regarding tax matters. |
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23.1 | Consent of Vinson & Elkins L.L.P. (included in its opinion filed as Exhibit 8.1). |
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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 |
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By: | /s/ William H. Schmidt, Jr. | |||
William H. Schmidt, Jr. | ||||
Vice President and General Counsel | ||||
Dated February 2, 2011
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Exhibit Index
1.1 | Underwriting Agreement dated as of January 28, 2011, among BGH GP Holdings, LLC,
Buckeye Partners, L.P., and Buckeye GP LLC and Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Barclays Capital Inc., Citigroup Global Markets Inc., Goldman, Sachs & Co. and Wells Fargo
Securities LLC, as
representatives of the several underwriters set forth in Schedule I thereto. |
|||
8.1 | Opinion of Vinson & Elkins L.L.P. regarding tax matters. |
|||
23.1 | Consent of Vinson & Elkins L.L.P. (included in its opinion filed as Exhibit 8.1). |
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