Buckeye Partners, L.P. (NYSE:BPL) Files An 8-K Unregistered Sales of Equity Securities
Item 3.02. Unregistered Sales of Equity Securities.

On March2, 2018 (the “Closing Date”), Buckeye Partners, L.P. (the “Partnership”) issued 6,220,658 ClassC Units (the “Private Placement”) representing limited partnership interests in the Partnership (“ClassC Units”) to certain affiliates of Kayne Anderson Capital Advisors, L.P. and Tortoise Capital Advisors, L.L.C. (the “Purchasers”) for aggregate consideration of approximately $265.0million. The net proceeds from the Private Placement, after deducting placement agent fees and other offering expenses, are expected to be approximately $262.1million.

The information set forth in the Partnership’s Current Report on Form 8-K filed on February26, 2018 in Item 3.02. is incorporated herein by reference.

On the Closing Date, Buckeye GP LLC (the “General Partner”), the general partner of the Partnership, entered into Amendment No.6 to the Amended and Restated Agreement of Limited Partnership of the Partnership (the “Amendment”), which became effective on the Closing Date. The Amendment establishes the terms of the ClassC Units, as more fully described in the information incorporated by reference herein. A copy of the Amendment is filed as an exhibit to this Current Report and is incorporated into this Item 3.02 by reference.

In connection with the ClassC Unit Purchase Agreement (the “Purchase Agreement”) by and among the Purchasers and the Partnership, dated as of February23, 2018, the Partnership entered into a Registration Rights Agreement (the “Registration Rights Agreement”), dated as of the Closing Date, with the Purchasers. to the Registration Rights Agreement, the Partnership is required to file a shelf registration statement (the “First Registration Statement”), no later than 90 days prior to the first to occur of (i)the second anniversary of the Closing Date and (ii)the date that any ClassC Units are otherwise converted into LP Units (as defined below) (the “Registration Date”), to register all of the Registrable Securities (as defined in the Registration Rights Agreement) other than, if applicable, (x)any Registrable Securities issuable upon conversion of any ClassC Units issued as a distribution in kind in lieu of cash distributions after the Registration Date (the “PIK Registrable Securities”) and (y)any limited partner units representing limited partnership interests in the Partnership (“LP Units”) issued as liquidated damages.

No later than ninety (90)days following the distribution of any PIK Registrable Securities following the filing of the First Registration Statement, if applicable, the Partnership shall prepare and file a registration statement or registration statements, if applicable (collectively, the “PIK Registration Statement” and, together with the First Registration Statement, the “Registration Statements”) or a post-effective amendment to the First Registration Statement with respect to such PIK Registrable Securities.

The Partnership shall use its commercially reasonable efforts to cause the Registration Statements to become effective on or as soon as practicable after the date on which they are filed. If each of the Registration Statements are not declared effective within 90 days after the date such Registration Statement is filed, then the Partnership must pay liquidated damages of 0.25% of the product of the ClassC Unit Price (as defined in the Registration Rights Agreement) times the number of ClassC Units (i)issued to the Purchase Agreement and (ii)that may not be disposed of to any section of Rule144 of the Securities Act of 1933 (the “Liquidated Damages Multiplier”) per 30-day period for the first 60days following the 90th day. This amount will increase by an additional 0.25% of the Liquidated Damages Multiplier per 30-day period for each subsequent 30days, up to a maximum of 1.0% of the Liquidated Damages Multiplier per 30-day period. The aggregate amount of liquidated damages the Partnership must pay will not exceed 5.0% of the Liquidated Damages Multiplier. Liquidated damages may be paid in cash or, if the Partnership certifies that it is unable to pay liquidated damages in cash because such payment would result in a breach under a credit facility or other debt instrument, LP Units.

The Registration Rights Agreement grants, to (i)holders of a majority of the outstanding Registrable Securities and (ii)each holder of at least $100million of outstanding Registrable Securities, certain demand rights to request that the Partnership conduct a firm commitment offering of Registrable Securities that shall reasonably be expected to generate gross proceeds of at least $100million. In addition, the Registration Rights Agreement grants piggyback registration rights under certain circumstances. These registration rights are transferable to affiliates of the ClassC Unit holders and, in certain circumstances, to third parties.

The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the text of the Registration Rights Agreement, a copy of which is filed as Exhibit4.1 to this Current Report on Form8-K and incorporated herein by reference.

(d) Exhibits.

BUCKEYE PARTNERS, L.P. Exhibit
EX-3.1 2 d490624dex31.htm EX-3.1 EX-3.1 Exhibit 3.1 Execution Version AMENDMENT NO. 6 TO AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF BUCKEYE PARTNERS,…
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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.