UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): January 14, 2011 (January 14, 2011)
Buckeye Partners, L.P.
(Exact Name of Registrant as Specified in Charter)
Delaware (State or Other Jurisdiction of Incorporation) |
1-9356 (Commission File Number) |
23-2432497 (I.R.S. Employer Identification No.) |
One Greenway Plaza Suite 600 Houston, TX (Address of Principal Executive Offices) |
77046 (Zip Code) |
Registrants telephone number, including area code: (832) 615-8600
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
(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):
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 7.01. | Regulation FD Disclosure |
The information furnished
pursuant to this Item 7.01 shall not be deemed
to be filed for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or
otherwise subject to the liability of that section, and is not to be incorporated by reference into
any filing of the Partnership.
As disclosed in the Current Report on Form 8-K of Buckeye Partners, L.P. (the
Partnership), filed with the U.S. Securities and Exchange Commission on December 21,
2010, Buckeye Atlantic Holdings LLC (Buckeye), a wholly owned subsidiary of the
Partnership, entered into a Sale and Purchase Agreement dated December 18, 2010 for the acquisition
(the FR Acquisition) from affiliates of FRC Founders Corporation (First
Reserve) of an indirect 80% interest in FR Borco Coop Holdings, L.P. (FRBCH), the
indirect owner of Bahamas Oil Refining Company International Limited (BORCO). The
Partnership expects to close the FR Acquisition on Tuesday, January 18, 2011. In connection with
the FR Acquisition, Vopak Bahamas B.V. (Vopak), the owner of the remaining 20% interest in
FRBCH, had a right (the Tag Right), under the terms of a unitholders and operating
agreement (the Unitholders Agreement), to elect to sell its 20% interest to Buckeye at
the same proportionate price and on the same terms and conditions as First Reserve, including the
same form of consideration (cash and equity).
On January 14, 2011, Vopak notified Buckeye and First Reserve in writing that it has elected
to exercise its Tag Right. Accordingly, it is expected that Buckeye will acquire, directly and
indirectly, 100% of the interests in FRBCH, subject to definitive documentation of the Vopak sale
and satisfaction of customary closing conditions pursuant to both purchase agreements. The
Partnership expects the acquisition of Vopaks interest to close as promptly as definitive
documentation can be executed and the closing conditions satisfied.
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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.
BUCKEYE PARTNERS, L.P. By: Buckeye GP LLC, its General Partner |
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By: | /s/ William H. Schmidt, Jr. | |||
William H. Schmidt, Jr. | ||||
Vice President and General Counsel | ||||
Dated: January 14, 2011
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