UNITED STATES

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

Date of report (Date of earliest event reported):  November  13, 2017

 

 

Buckeye Partners, L.P.

(Exact Name of Registrant as Specified in Charter)

 

 

 

Delaware   1-9356   23-2432497

(State or Other Jurisdiction of

Incorporation)

  (Commission File Number)  

(I.R.S. Employer

Identification No.)

One Greenway Plaza

Suite 600

Houston, TX

  77046
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s 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):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

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 13(a) of the Exchange Act.  ☐

 

 

 


Item 8.01. Other Events.

Notes Underwriting Agreement

On November 9, 2017, Buckeye Partners, L.P. (“Buckeye”) and Buckeye GP LLC (the “General Partner”) entered into an underwriting agreement (the “Notes Underwriting Agreement”) with Barclays Capital Inc., PNC Capital Markets LLC and SunTrust Robinson Humphrey, Inc., as representatives of the several underwriters set forth in Schedule 1 thereto (collectively, the “Notes Underwriters”), that provided for the issuance and sale by Buckeye, and the purchase by the Notes Underwriters (the “Notes Offering”), of $400.0 million aggregate principal amount of Buckeye’s 4.125% senior unsecured notes due 2027 (the “Notes”). The Notes Offering was registered under the Securities Act pursuant to a shelf registration statement on Form S-3 (File No. 333-221438). The Notes Offering is scheduled to close on November 20, 2017, subject to customary closing conditions.

The Notes Underwriting Agreement requires Buckeye to indemnify the Notes Underwriters and certain of their affiliates against certain liabilities or to contribute to payments the Notes Underwriters may be required to make because of such liabilities.

Buckeye intends to use the net proceeds from the Notes Offering in addition to a portion of the net proceeds from one or more potential future capital markets transactions (which may include an offering of subordinated notes) (i) to fund the redemption of all $300.0 million aggregate principal amount of its outstanding 6.050% notes due January 15, 2018 and (ii) to repay borrowings under its revolving credit facility.

The disclosure contained in this Item 8.01 does not purport to be a complete description of the Notes Underwriting Agreement and is qualified in its entirety by reference to the Notes Underwriting Agreement, which is filed as Exhibit 1.1 hereto and is incorporated by reference into this Item 8.01.

Item 9.01. Financial Statements and Exhibits.

 

(d)

  

Exhibits.

1.1    Underwriting Agreement dated as of November  9, 2017, among Buckeye Partners, L.P., Buckeye GP LLC, Barclays Capital Inc., PNC Capital Markets LLC and SunTrust Robinson Humphrey, Inc., as representatives of the several underwriters named therein.


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/ Todd J. Russo
    Todd J. Russo
    Senior Vice President, General Counsel and Secretary
 

Dated November 13, 2017

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