Buckeye Partners, L.P. (NYSE:BPL) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal YearItem 5.03
On December13, 2017, Buckeye GP LLC, the general partner (the “General Partner”) of Buckeye Partners, L.P. (the “Partnership”), entered into Amendment No.5 (the “Amendment”) to the Amended and Restated Agreement of Limited Partnership of Buckeye Partners, L.P. (the “Partnership Agreement”), which Amendment became effective on December13, 2017.The Amendment makes certain revisions in response to changes to the Internal Revenue Code enacted by the Bipartisan Budget Act of 2015 relating to changes in partnership audit and adjustment procedures.
The Amendment also makes certain revisions to provide that the Court of Chancery of the State of Delaware (or, if such court does not have subject matter jurisdiction thereof, any other court located in the State of Delaware with subject matter jurisdiction) shall be the sole and exclusive forum for claims, suits, actions or proceedings (A)arising out of or relating in any way to the Partnership Agreement, (B)brought in a derivative manner on behalf of the Partnership, (C)asserting a claim of breach of a fiduciary duty owed by any director, officer, or other employee of the Partnership or the General Partner, or owed by the General Partner, to the Partnership or the partners, (D)asserting a claim arising to any provision of the Delaware Revised Uniform Limited Partnership Act, or (E)asserting a claim governed by the internal affairs doctrine, and that each of the partners irrevocably waives the right to trial by jury in any such claim, suit, action or proceeding, among other revisions.
In connection with its approval of the Amendment, the Board of Directors of the General Partner made a good-faith determination that (A)the Amendment reflects a change to satisfy requirements, conditions or guidelines contained in an order, rule or regulation of a federal or state agency or contained in a federal or state statute or (B)the changes to the Partnership Agreement made thereby would not adversely affect the limited partners of the Partnership in any material respect, as applicable.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report and is incorporated herein by reference.
| Item 5.03. | Financial Statements and Exhibits. |
2
BUCKEYE PARTNERS, L.P. ExhibitEX-3.1 2 d513532dex31.htm EX-3.1 EX-3.1 Exhibit 3.1 AMENDMENT NO. 5 TO AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF BUCKEYE PARTNERS,…To view the full exhibit click here
About Buckeye Partners, L.P. (NYSE:BPL)
Buckeye Partners, L.P. (Buckeye) owns and operates a network of integrated assets providing midstream logistic solutions, primarily consisting of the transportation, storage and marketing of liquid petroleum products. The Company operates through three segments: Domestic Pipelines & Terminals, Global Marine Terminals and Merchant Services. It is also an independent terminalling and storage operator in the United States in terms of capacity available for service. The Company’s terminal network comprises approximately 120 liquid petroleum products terminals with aggregate storage capacity of over 110 million barrels across its portfolio of pipelines, inland terminals and marine terminals located primarily in the East Coast and Gulf Coast regions of the United States and in the Caribbean. The Company’s marine terminal in The Bahamas, Bahamas Oil Refining Company International Limited (BORCO) provides an array of logistics and blending services for petroleum products.