BPL Buckeye Partners LP

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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 1, 2019

Introduction

As previously disclosed, on May 10, 2019, Buckeye Partners, L.P., a Delaware limited partnership (the “Partnership”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Hercules Intermediate Holdings LLC, a Delaware limited liability company (“Parent”), Hercules Merger Sub LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“Merger Sub”), Buckeye Pipe Line Services Company, a Pennsylvania corporation, and Buckeye GP LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”), pursuant to which, on November 1, 2019 (the “Closing Date”), Merger Sub merged with and into the Partnership (the “Merger”), with the Partnership surviving the Merger as a subsidiary of Parent. Parent is owned by a subsidiary of IFM Global Infrastructure Fund (the “Fund”), which is advised by IFM Investors Pty Ltd.

Borrowings under the Revolving Facility will bear interest, initially, at a rate equal to, at the Partnership’s option, either:

From and after the delivery by the Partnership to the administrative agent for the Facilities of financial statements for the first full fiscal quarter ended after the Closing Date, the applicable margin over the base rate or LIBOR for the Revolving Facility will be in the range of (x) 1.00% and 2.00% (for LIBOR loans) and (y) 0.00% and 1.00% (for base rate loans) based on a pricing grid as determined by reference to the applicable First Lien Net Leverage Ratio for the most recent four fiscal quarter period for which financial statements have been delivered.

The base rate and LIBOR for the Facilities will be subject to a 0.00% floor.

Amortization and Prepayments

Amounts borrowed under the Term Facility amortize in equal quarterly installments, commencing with the second full fiscal quarter ending after the Closing Date, in aggregate annual amounts equal to 1.00% of the original principal amount of the Term Facility, with the balance payable on the maturity date of the Term Facility.

In addition, the Term Facility will require the Partnership to prepay outstanding term loans, subject to certain exceptions, with:

The Partnership may voluntarily prepay loans outstanding under the Term Facility, in whole or in part, without premium or penalty (except as described below) in minimum amounts, at any time, subject to customary “breakage” costs with respect to LIBOR loans. If the Partnership prepays loans under the Term Facility in connection with a Repricing Event (as defined in the Credit Agreement) prior to the date that is six months after the Closing Date, subject to certain exceptions, such prepayment will be subject to a 1.00% prepayment fee.

The relevant Borrower of the Revolving Facility may voluntarily reduce or terminate, in whole or in part, the commitments under the Revolving Facility without premium or penalty in minimum amounts, at any time, subject to customary “breakage” costs with respect to LIBOR loans.

Restrictive Covenants and Other Matters

The Credit Agreement contains certain customary affirmative covenants, which are subject to certain exceptions. The negative covenants in the Credit Agreement include, among other things, limitations (subject to certain exceptions) on the Partnership and its restricted subsidiaries’ ability to incur additional debt, create liens on certain assets, make certain investments (including acquisitions), pay dividends on or make distributions in respect of their capital stock or make other restricted payments, consolidate, merge, sell or otherwise dispose of all or substantially all of its assets, enter into certain transactions with their affiliates and change their fiscal year. The Revolving Facility is also subject

to a financial covenant of a maximum First Lien Net Leverage Ratio of 4:50:1.00, which will be tested only at the end of any fiscal quarter when the aggregate outstanding loan amount and letters of credit under the Revolving Facility (taking into account certain deductions) exceeds 35% of the outstanding commitments under the Revolving Facility at that time.

If, at any time during the term of the Facilities, (i) the Partnership obtains and maintains an investment grade rating for its senior, unsecured non-credit enhanced long-term indebtedness for borrowed money by certain rating agencies and (ii) no default or event of default has occurred and is continuing, then the negative covenants on the Partnership’s and its restricted subsidiaries’ ability to incur additional debt, make certain investments (including acquisitions), pay dividends on or make distributions in respect of their capital stock or make other restricted payments, and enter into certain transactions with their affiliates will cease to apply until and unless the conditions described in (i) and (ii) above cease to be met.

The Credit Agreement contains certain customary events of default, including, among other things, relating to a change of control, and equity cure provisions to allow the Partnership to remedy a breach of financial covenant by equity contribution, subject to certain limitations. If an event of default occurs, the lenders under the Facilities are entitled to take various actions, including the acceleration of amounts due under the Facilities and all actions permitted to be taken by a secured creditor in respect of the collateral securing the Facilities.

The disclosure contained in this Item 1.01 does not purport to be a complete description of the Credit Agreement and is qualified in its entirety by reference to the Credit Agreement, which is filed as Exhibit 10.1 hereto and is incorporated by reference into this Item 1.01.