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 Partners, 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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1-9356
(Commission File
Number)
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23-2432497
(I.R.S. Employer
Identification No.) |
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One Greenway Plaza
Suite 600
Houston, TX
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77046 |
(Address of Principal Executive Offices)
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(Zip Code) |
Registrants 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 Partners, L.P. (the Partnership) previously disclosed that on June 10, 2010, the
Partnership, Buckeye GP LLC, the Partnerships general partner (the Partnership GP), Buckeye GP
Holdings L.P. (Holdings), MainLine Management LLC, Holdings general partner (Holdings 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 Holdings, with Holdings as the
surviving entity (the Merger), the incentive compensation agreement (also referred to as the
incentive distribution rights) held by the Partnership GP will be extinguished, the general partner
units held by the Partnership GP (representing an approximate 0.5% general partner interest in the
Partnership) will be converted to a noneconomic interest, all of the economic interest in Holdings
will be acquired by the Partnership and Holdings unitholders will receive aggregate consideration
of approximately 20 million units representing limited partner interests in the Partnership (LP
Units).
First Amended and Restated Agreement and Plan of Merger
On August 18, 2010, the Partnership, the Partnership GP, Holdings, Holdings 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 the Partnership GP (the Partnership Board),
and by the board of directors of Holdings GP (with the chief executive officer of the Partnership
GP and Holdings GP recusing himself).
The Merger Agreement amends and restates the Original Agreement to, among other things, (1)
provide that, after the Merger, Holdings GP (through Holdings) will continue to have the right to
appoint, remove and replace all of the directors on the Partnership 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 the Partnerships 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 Partnership Board or (b) a determination by
the Partnership Board that such approvals are not required; (2) remove the obligations of the
Partnership and Holdings 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 the Partnerships 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 Holdings 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, Holdings, and the transaction. Once
finalized, a definitive joint proxy statement/prospectus will be sent to unitholders of the
Partnership and Holdings 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 Holdings, without charge, at the SECs
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.buckeye.com or
www.buckeyegp.com.
The Partnership, Holdings, and the officers and directors of the Partnership GP and Holdings 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 Partnerships and Holdings 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.