BPL Buckeye Partners LP

As filed with the Securities and Exchange Commission on November 1, 2019

Registration No. 333-220039

Registration No. 333-189778

Registration No. 333-127361

Registration No. 033-52761

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT REGISTRATION STATEMENT NO. 333-220039

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT REGISTRATION STATEMENT NO. 333-189778

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT REGISTRATION STATEMENT NO. 333-127361

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT REGISTRATION STATEMENT NO. 033-52761

UNDER

THE SECURITIES ACT OF 1933

(832) 615-8600

(Registrant’s telephone number, including area code)

Buckeye Partners, L.P. 2013 Long-Term Incentive Plan

Unit Option and Distribution Equivalent Plan

(Full title of the plan)

Todd J. Russo

Senior Vice President, General Counsel and Secretary

One Greenway Plaza

Suite 600 Houston, Texas 77046

Telephone: (832) 615-8600

(Telephone number, including area code, of agent for service)

Copies of communications to:

Jason Webber

Chang-Do Gong

White & Case LLP

1221 Avenue of the Americas

New York, New York 10020

Telephone: (212) 819-8230

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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.

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.  ☐

DEREGISTRATION OF SECURITIES

Buckeye Partners, L.P., a Delaware limited partnership (the “Registrant”), is filing these post-effective amendments to the following Registration Statements on Form S-8 (collectively, the “Registration Statements” and, such post-effective amendments, the “Post-Effective Amendments”) to deregister all units representing limited partner interests (“Limited Partner Units”) of the Registrant that had been registered but remain unsold or otherwise unissued under such Registration Statements as of the date hereof:

On May 10, 2019, the Registrant entered into that certain Agreement and Plan of Merger (the “Merger Agreement”) with Hercules Intermediate Holdings LLC, a Delaware limited liability company (“Parent”), and Hercules Merger Sub LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“Merger Sub”), Buckeye Pipeline Services Company, a Pennsylvania corporation, and Buckeye GP LLC, a Delaware limited liability company and the general partner of the Registrant, pursuant to which Merger Sub has merged with and into the Registrant (the “Merger”), with the Registrant surviving the Merger as a subsidiary of Parent. The Merger became effective on November 1, 2019.

In connection with the closing of the Merger, the offerings pursuant to the Registration Statements have been terminated. The Registrant hereby terminates the effectiveness of the Registration Statements and, in accordance with undertakings made by the Registrant in the Registration Statements to remove from registration by means of a post-effective amendment any of the securities that had been registered but which remain unsold at the termination of the offerings, hereby removes from registration any and all securities registered but not sold under the Registration Statements as of the date hereof.