Current Report Filing (8-k)
November 13 2017 - 4:50PM
Edgar (US Regulatory)
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
13, 2017
Buckeye Partners, L.P.
(Exact Name of Registrant as Specified in Charter)
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Delaware
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1-9356
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23-2432497
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(State or Other Jurisdiction of
Incorporation)
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(Commission File Number)
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(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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(Address of Principal Executive Offices)
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(Zip Code)
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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):
☐ Written communications pursuant to
Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to
Rule 14a-12
under the Exchange Act (17 CFR
240.14a-12)
☐
Pre-commencement
communications pursuant to
Rule 14d-2(b) under
the Exchange Act (17 CFR
240.14d-2(b))
☐
Pre-commencement
communications pursuant to
Rule 13e-4(c) under
the Exchange Act (17 CFR
240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
Emerging growth company ☐
If an emerging growth
company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Item 8.01. Other Events.
Notes Underwriting Agreement
On November 9, 2017,
Buckeye Partners, L.P. (Buckeye) and Buckeye GP LLC (the General Partner) entered into an underwriting agreement (the Notes Underwriting Agreement) with Barclays Capital Inc., PNC Capital Markets LLC and SunTrust
Robinson Humphrey, Inc., as representatives of the several underwriters set forth in Schedule 1 thereto (collectively, the Notes Underwriters), that provided for the issuance and sale by Buckeye, and the purchase by the Notes
Underwriters (the Notes Offering), of $400.0 million aggregate principal amount of Buckeyes 4.125% senior unsecured notes due 2027 (the Notes). The Notes Offering was registered under the Securities Act pursuant to
a shelf registration statement on
Form S-3
(File
No. 333-221438).
The Notes Offering is scheduled to close on November 20, 2017, subject to customary
closing conditions.
The Notes Underwriting Agreement requires Buckeye to indemnify the Notes Underwriters and certain of their affiliates against certain
liabilities or to contribute to payments the Notes Underwriters may be required to make because of such liabilities.
Buckeye intends to use the net
proceeds from the Notes Offering in addition to a portion of the net proceeds from one or more potential future capital markets transactions (which may include an offering of subordinated notes) (i) to fund the redemption of all
$300.0 million aggregate principal amount of its outstanding 6.050% notes due January 15, 2018 and (ii) to repay borrowings under its revolving credit facility.
The disclosure contained in this Item 8.01 does not purport to be a complete description of the Notes Underwriting Agreement and is qualified in its entirety
by reference to the Notes Underwriting Agreement, which is filed as Exhibit 1.1 hereto and is incorporated by reference into this Item 8.01.
Item 9.01. Financial Statements and Exhibits.
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,
its General
Partner
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By:
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/s/ Todd J. Russo
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Todd J. Russo
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Senior Vice President, General Counsel and Secretary
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Dated November 13, 2017
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