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): August 20, 2010 (August 18, 2010)
Buckeye GP Holdings L.P.
(Exact Name of Registrant as Specified in Charter)
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Delaware
(State or Other
Jurisdiction of
Incorporation)
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001-32963
(Commission File
Number)
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11-3776228
(I.R.S. Employer
Identification No.) |
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One Greenway Plaza
Suite 600
Houston, TX
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77046 |
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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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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TABLE OF CONTENTS
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
Buckeye GP Holdings L.P. (the “Partnership”) previously disclosed that on June 10, 2010, the
Partnership, MainLine Management LLC, the Partnership’s general partner (the “Partnership GP”),
Buckeye Partners, L.P. (“BPL”), Buckeye GP LLC, BPL’s general partner (“BPL GP”), and Grand Ohio,
LLC (“MergerCo”) entered into an Agreement and Plan of Merger (the “the Original Agreement”),
pursuant to which MergerCo will be merged into the Partnership, with the Partnership as the
surviving entity (the “Merger”), the incentive compensation agreement (also referred to as the
incentive distribution rights) held by BPL GP will be extinguished, the general partner units held
by BPL GP (representing an approximate 0.5% general partner interest in BPL) will be converted to a
noneconomic interest, all of the economic interest in the Partnership will be acquired by BPL and
the Partnership’s unitholders will receive aggregate consideration of approximately 20 million
units representing limited partner interests in BPL (“LP Units”).
First Amended and Restated Agreement and Plan of Merger
On August 18, 2010, the Partnership, the Partnership GP, BPL, BPL GP and MergerCo entered into
a First Amended and Restated Agreement and Plan of Merger (the “Merger Agreement”). The terms of
the Merger Agreement were unanimously approved by the audit committee, comprised of independent
directors, of the board of directors of BPL GP (the “BPL Board”), and by the board of directors of
the Partnership GP (with the chief executive officer of the Partnership GP and BPL GP recusing
himself).
The Merger Agreement amends and restates the Original Agreement to, among other things, (1)
provide that, after the Merger, the Partnership GP (through the Partnership) will continue to have
the right to appoint, remove and replace all of the directors on the BPL Board until the earlier to
occur of (a) the receipt of approvals from the California Public Utilities Commission and the
Pennsylvania Public Utility Commission of the provisions of BPL’s Amended and Restated Agreement of
Limited Partnership (a form of which is attached as Annex B to the Merger Agreement) which provide
the holders of LP Units (other than BGH GP Holdings, LLC and its affiliates) with the right to
elect some or all of the members of the BPL Board or (b) a determination by the BPL Board that such
approvals are not required; (2) remove the obligations of the Partnership and BPL to cause comfort
letters to be delivered to each other as a condition to the closing of the Merger; and (3) make
certain technical amendments to the Original Agreement and the form of BPL’s Amended and Restated
Partnership Agreement.
The foregoing description of the Merger Agreement does not purport to be complete and is
qualified in its entirety by reference to the Merger Agreement, which is filed as Exhibit 2.1
hereto and is incorporated into this report by reference.
The following text is required by SEC rules:
The Partnership and BPL have filed a joint proxy statement/prospectus and other documents with the
SEC in relation to the Merger. Investors are urged to read these documents carefully because they
contain important information regarding the Partnership, BPL, and the transaction. Once finalized,
a definitive joint proxy statement/prospectus will be sent to unitholders of the Partnership and
BPL seeking their approvals as contemplated by the Merger Agreement. Once available, investors may
obtain a free copy of the joint proxy statement/prospectus and other documents containing
information about the Partnership and BPL, without charge, at the SEC’s website at www.sec.gov.
Copies of the joint proxy statement/prospectus and the SEC filings incorporated by reference in the
joint proxy statement/prospectus may also be obtained free of charge by contacting Investor
Relations at (800) 422-2825, or by accessing www.buckeyegp.com or www.buckeye.com.
The Partnership, BPL, and the officers and directors of the Partnership GP and BPL GP may be deemed
to be participants in the solicitation of proxies from their security holders. Information about
these entities and persons can be found in the Partnership’s and BPL’s Annual Reports on Form 10-K
for the year ended December 31, 2009. Additional information about such entities and persons may
also be obtained from the joint proxy statement/prospectus.