As filed with the Securities and Exchange Commission on August 18, 2017
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BUCKEYE PARTNERS, L.P.
(Exact Name of Registrant as Specified in its Charter)
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Delaware
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23-2432497
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(State or Other Jurisdiction of Incorporation or Organization)
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(I.R.S. Employer Identification No.)
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One Greenway Plaza
Suite 600
Houston, Texas 77046
(Address and Zip Code of Principal Executive Offices)
BUCKEYE PARTNERS, L.P.
2013 LONG-TERM INCENTIVE PLAN
(Full title of the plan)
Todd J. Russo
Senior Vice President, General Counsel and Secretary
Five TEK Park
9999 Hamilton Blvd.
Breinigsville, Pennsylvania 18031
(Name and address of agent for service)
(610) 904-4000
(Telephone number, including area code, of agent for service)
Copies to:
Benjamin R. Wills
Morgan, Lewis & Bockius LLP
1701 Market Street
Philadelphia, PA 19103-2921
(215) 963-5000
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer
x
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller reporting company
o
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(Do not check if a smaller reporting company)
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Emerging growth company
o
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.
o
CALCULATION OF REGISTRATION FEE
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Title of Securities to be
Registered (1)
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Amount to be
Registered (2)
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Proposed Maximum
Offering Price Per
Limited Partner
Unit (3)
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Proposed Maximum
Aggregate Offering
Price (3)
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Amount of
Registration Fee
(4)
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Limited Partner Units
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1,000,000
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56.94
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56,940,000
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6,599.35
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(1)
This registration statement (the “Registration Statement”) covers units representing limited partner interests of Buckeye Partners, L.P. (“Limited Partner Units”), which are issuable pursuant to the Buckeye Partners, L.P. 2013 Long-Term Incentive Plan, as amended and restated effective as of June 6, 2017 (the “Plan”).
(2)
Pursuant to Rule 416 under the Securities Act of 1933, as amended, the number of limited partner units being registered shall be adjusted to include any additional limited partner units that become issuable as a result of any limited partner unit distribution, split, combination or similar transaction.
(3)
Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the Securities Act of 1933, as amended, on the basis of the average of the high and low sales price per limited partner unit of Buckeye Partners, L.P. on the New York Stock Exchange on August 15, 2017
(4)
Calculated pursuant to Section 6(b) of the Securities Act of 1933, as amended, as follows: $115.90 per $1,000,000 of proposed maximum aggregate offering price.
EXPLANATORY NOTE
This Registration Statement on Form S-8 (the “Registration Statement”) is being filed for the purpose of registering an additional 1,000,000 units representing limited partner interests (“Limited Partner Units”) of Buckeye Partners, L.P., a Delaware limited partnership (the “Partnership”), which are issuable pursuant to the Buckeye Partners, L.P. 2013 Long-Term Incentive Plan, as amended and restated effective as of June 6, 2017 (the “Plan”). Accordingly, the contents of the Partnership’s registration statement on Form S-8 filed with the SEC on July 2, 2013 (File No. 333-189778) is incorporated by reference into this Registration Statement pursuant to General Instruction E of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.
Incorporation of Documents by Reference.
The following documents of the Partnership filed with the Securities and Exchange Commission, or the Commission, are incorporated by reference into this Registration Statement:
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(a)
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The Partnership’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016, filed with the Commission on February 24, 2017;
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(b)
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The Partnership’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, filed with the Commission on May 5, 2017 and for the quarter ended June 30, 2017, filed with the Commission on August 4, 2017;
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(c)
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The Partnership’s Current Reports on Form 8-K filed with the Commission on January 4, 2017, June 9, 2017 (including the amendment on Form 8-K/A filed with the Commission on June 19, 2017), and June 26, 2017;
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(d)
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The description of the Partnership’s Limited Partner Units contained in the Partnership’s Registration Statement on Form 8-A filed with the Commission on December 8, 1986, as amended on December 15, 1986 and August 9, 2005, to register such Limited Partner Units under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
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All reports and other documents subsequently filed by the Partnership pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of the filing of such reports and documents. Unless expressly incorporated into this Registration Statement, a report furnished but not filed on Form 8-K shall not be incorporated by reference into this Registration Statement.
Any statement contained herein or in a document, all or a portion of which is incorporated or deemed to be incorporated by reference herein, shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
EXPERTS
The consolidated financial statements, incorporated in this Registration Statement by reference from the Buckeye Partners, L.P. Annual Report on Form 10-K, and the effectiveness of Buckeye Partners, L.P. and subsidiaries’ internal control over financial reporting have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their reports, which are incorporated
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS
, that each person whose signature appears below hereby appoints Keith E. St.Clair and Todd J. Russo, or any of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place, and stead, in any and all capacities, to sign the Registration Statement on Form S-8 under the Securities Act of 1933, as amended, to sign any and all pre- or post-effective amendments to the Registration Statement on Form S-8, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF
, each of the undersigned has executed this Power of Attorney as of the date indicated.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons, in the capacities and on the dates indicated.
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Signature
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Title
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Date
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/s/ CLARK C. SMITH
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Chief Executive Officer, President and Chairman of the Board (Principal Executive Officer)
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August 18, 2017
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Clark C. Smith
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/s/ KEITH E. ST.CLAIR
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Executive Vice President and Chief Financial Officer (Principal Financial Officer)
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August 18, 2017
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Keith E. St.Clair
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/s/ GARY L. BOHNSACK
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Vice President, Controller and Chief Accounting Officer (Principal Accounting Officer)
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August 18, 2017
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Gary L. Bohnsack
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/s/ PIETER BAKKER
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Director
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August 18, 2017
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Pieter Bakker
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/s/ BARBARA M. BAUMANN
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Director
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August 18, 2017
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Barbara M. Baumann
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/s/ BARBARA J. DUGANIER
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Director
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August 18, 2017
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Barbara J. Duganier
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/s/ JOSEPH A. LASALA, JR.
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Director
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August 18, 2017
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Joseph A. LaSala, Jr.
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/s/ MARK C. MCKINLEY
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Director
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August 18, 2017
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Mark C. McKinley
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/s/ LARRY C. PAYNE
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Director
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August 18, 2017
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Larry C. Payne
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/s/ OLIVER G. RICHARD, III
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Director
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August 18, 2017
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Oliver “Rick” G. Richard, III
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/s/ CLARK C. SMITH
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Chief Executive Officer, President and Chairman of the Board (Principal Executive Officer)
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August 18, 2017
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Clark C. Smith
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/s/ FRANK S. SOWINSKI
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Lead Independent Director
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August 18, 2017
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Frank S. Sowinski
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/s/ MARTIN A. WHITE
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Director
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August 18, 2017
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Martin A. White
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