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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 22, 2010 (November 16, 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 |
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Houston, TX
(Address of Principal Executive Offices)
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77046
(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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Introductory Note
As previously disclosed, Buckeye Partners, L.P. (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 a First Amended and Restated Agreement and Plan of Merger, dated as of
August 18, 2010 (as amended, the Merger Agreement). On November 19, 2010, the transactions
contemplated by the Merger Agreement closed, MergerCo merged with and into Holdings (the Merger),
the separate existence of MergerCo ceased and Holdings survived as a Delaware limited partnership
and as a subsidiary of the Partnership. In connection with the closing of the transactions
contemplated by the Merger Agreement, the Partnership entered into an Amended and Restated
Agreement of Limited Partnership of the Partnership, dated as of November 19, 2010 (the Amended
and Restated Partnership Agreement).
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ITEM 1.01. |
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ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. |
On November 19, 2010, the Partnership and Holdings GP entered into the Second Amended and
Restated Agreement of Limited Partnership of Holdings (the Holdings Agreement) in connection with
the closing of the transactions contemplated by the Merger Agreement. The Holdings Agreement
provides that upon either (i) the receipt of approval from the California Public Utilities
Commission and the Pennsylvania Public Utility Commission of the public elections provisions (as
defined below) or (ii) a determination by the board of directors of the Partnership GP that such
approvals are not required, the Partnerships public limited partners shall have the right to elect some
or all of the members of the board of directors of the Partnership GP and that the nomination,
election and appointment of members of the board of directors of the Partnership GP shall be in
accordance with the terms of the Amended and Restated Partnership Agreement. In addition, the
Holdings Agreement provides for a guarantee by the Partnership of Holdings indemnification
obligations pursuant to the Holdings Agreement and limits the ability of Holdings GP to cause
Holdings to take any actions not specified in the Holdings Agreement without the consent of the
Partnership.
The disclosure contained in this Item 1.01 does not purport to be a complete description of
the Holdings Agreement and is qualified in its entirety by reference to the Holdings Agreement,
which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
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ITEM 1.02. |
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TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT. |
Fifth Amended and Restated Incentive Compensation Agreement
On November 19, 2010, the Fifth Amended and Restated Incentive Compensation Agreement (the
Incentive Compensation Agreement), dated as of August 9, 2006, between the Partnership and the
Partnership GP, was terminated upon the entry into the Amended and Restated Partnership Agreement.
The foregoing does not purport to be a complete description of the Incentive Compensation
Agreement and is qualified in its entirety by reference to the Incentive Compensation Agreement,
which was filed as Exhibit 10.1 to the Partnerships Current Report on Form 8-K on August 14, 2006
and is incorporated herein by reference.
Amended and Restated Management Agreement
On November 19, 2010, the Amended and Restated Management Agreement (the Management
Agreement), dated as of December 15, 2004, between the Partnership GP and Holdings GP (as assignee
of MainLine Sub LLC), was terminated in connection with the closing of the transactions
contemplated by the Merger Agreement.
The foregoing does not purport to be a complete description of the Management Agreement and is
qualified in its entirety by reference to the Management Agreement, which was filed as Exhibit 10.9
to the Partnerships Current Report on Form 8-K on December 20, 2004 and is incorporated herein by
reference.
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ITEM 3.03. |
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MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS. |
On November 19, 2010, the Partnership entered into the Amended and Restated Partnership
Agreement in connection with the closing of the transactions contemplated by the Merger Agreement.
The Amended and Restated Partnership Agreement amends and restates the Partnerships Amended and
Restated Agreement of Limited Partnership, dated as of April 14, 2008, effective as of January 1,
2007 (as amended, the Prior Partnership Agreement), to (i) terminate the Incentive Compensation
Agreement; (ii) cancel the general partner interest represented by the Incentive Compensation
Agreement; (iii) convert the general partner units into a non-economic general partner interest;
(iv) provide for the election of some or all of the members of the board of directors of the
Partnership GP by the Partnerships limited partners (the public election provisions), including
the holders of the Partnerships limited partnership units, and for the classification of some or
all of the members of the board of directors of the Partnership GP upon either (a) the receipt of
approval from the California Public Utilities Commission and the Pennsylvania Public Utility
Commission of the public elections provisions or (b) a determination by the board of directors of
the Partnership GP that such approvals are not required; (v) eliminate the right of the Partnership
GP to acquire all of the Partnerships limited partnership units if the Partnership GP or its
affiliates owns more than 90% of the Partnerships limited partnership units then outstanding; (vi)
eliminate certain provisions that were added to the Prior Partnership Agreement in 2004 to clarify
the separateness of the Partnership GP, the Partnership, the Partnerships operating subsidiaries
and Buckeye Pipe Line Services Company from the owners of the Partnership GP; and (vii) eliminate
certain other legacy provisions which are no longer applicable to the Partnership.
The disclosure contained in this Item 3.03 does not purport to be a complete description of
the Amended and Restated Partnership Agreement and is qualified in its entirety by reference to the
Amended and Restated Partnership Agreement, which is filed as Exhibit 3.01 hereto and is
incorporated herein by reference.
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ITEM 5.02. |
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DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF
CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS. |
Effective as of November 19, 2010, Michael B. Goldberg, Irvin K. Culpepper and Robb E. Turner
each resigned as members of the board of directors of the Partnership GP in connection with the
closing of the transactions contemplated by the Merger Agreement. The resignations of Messrs.
Goldberg, Culpepper and Turner were not the result of any disagreement with the Partnership or the
Partnership GP on any matter relating to either entitys operations, policies or practices.
Effective as of November 19, 2010, Joseph A. LaSala, Jr., Martin A. White, Frank S. Sowinski
and Frank J. Loverro were appointed by Holdings as members of the board of directors of the
Partnership GP. Messrs. White and Sowinski were also appointed to the Audit Committee of the board
of directors of the Partnership GP and Messrs. LaSala and Loverro were appointed as members of the
Compensation Committee of the board of directors of the Partnership GP. There is no arrangement or
understanding between any of the new directors and any other persons pursuant to which these new
directors were appointed.
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ITEM 5.07. |
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SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. |
A special meeting of the Partnerships unitholders was held on November 16, 2010 at which two
matters were voted upon and approved by the Partnerships unitholders. The first matter voted upon
was the approval of the Merger Agreement and the transactions contemplated thereby, including the
Merger and the issuance of the Partnerships limited partnership units pursuant to the Merger
Agreement. With respect to the first matter voted upon, 30,585,032 of the Partnerships limited
partnership units voted For, 859,806 of the Partnerships limited partnership units voted
Against and 351,318 of the Partnerships limited partnership units abstained. The second matter
voted upon was the approval of the Amended and Restated Partnership Agreement. With respect to the
second matter voted upon, 30,548,888 of the Partnerships limited partnership units voted For,
862,945 of the Partnerships limited partnership units voted Against and 384,324 of the
Partnerships limited partnership units abstained. There were no broker non-votes with respect to
either matter.
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ITEM 9.01. |
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FINANCIAL STATEMENTS AND EXHIBITS. |
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(d) |
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Exhibits. |
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3.1 |
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Amended and Restated Agreement of Limited Partnership of Buckeye
Partners, L.P., dated as of November 19, 2010. |
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10.1 |
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Second Amended and Restated Agreement of Limited Partnership of
Buckeye GP Holdings L.P., dated as of November 19, 2010. |
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10.2 |
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Fifth Amended and Restated Incentive Compensation Agreement, dated as of August 9, 2006,
between Buckeye Partners, L.P. and Buckeye GP LLC (Incorporated by reference to Exhibit 10.1 of
Buckeye Partners, L.P.s Current Report on Form 8-K filed on August 14, 2006). |
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10.3 |
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Amended and Restated Management Agreement, dated as of December 15, 2004, between Buckeye GP
LLC and MainLine Sub LLC (Incorporated by reference to Exhibit 10.9 of Buckeye Partners, L.P.s
Current Report on Form 8-K filed on December 20, 2004). |
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.
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BUCKEYE PARTNERS, L.P. |
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By: |
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Buckeye GP LLC, |
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its General Partner |
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By:
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/s/ William H. Schmidt, Jr. |
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William H. Schmidt, Jr. |
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Vice President and General Counsel
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Dated November 22, 2010
Exhibit Index
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Exhibits. |
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3.1 |
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Amended and Restated Agreement of Limited Partnership of Buckeye
Partners, L.P., dated as of November 19, 2010. |
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10.1 |
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Second Amended and Restated Agreement of Limited Partnership of
Buckeye GP Holdings L.P., dated as of November 19, 2010. |
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10.2 |
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Fifth Amended and Restated Incentive Compensation Agreement, dated as of August 9, 2006,
between Buckeye Partners, L.P. and Buckeye GP LLC (Incorporated by reference to Exhibit 10.1 of
Buckeye Partners, L.P.s Current Report on Form 8-K filed on August 14, 2006). |
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10.3 |
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Amended and Restated Management Agreement, dated as of December 15, 2004, between Buckeye GP
LLC and MainLine Sub LLC (Incorporated by reference to Exhibit 10.9 of Buckeye Partners, L.P.s
Current Report on Form 8-K filed on December 20, 2004). |