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BPL > SEC Filings for BPL > Form 8-K on 15-Oct-2013All Recent SEC Filings

Show all filings for BUCKEYE PARTNERS, L.P.

Form 8-K for BUCKEYE PARTNERS, L.P.


15-Oct-2013

Other Events, Financial Statements and Exhibits


Item 8.01. Other Events.

On October 10, 2013, Buckeye Partners, L.P. ("Buckeye") announced that it entered into an underwriting agreement (the "Underwriting Agreement") dated as of October 10, 2013, among Buckeye, Buckeye GP LLC and Barclays Capital Inc., Morgan Stanley & Co. LLC, UBS Securities LLC, Wells Fargo Securities, LLC, Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC, as representatives of the several underwriters set forth in Schedule 1 to the Underwriting Agreement (the "Underwriters"). The Underwriting Agreement relates to a follow-on equity offering (the "Offering") of limited partnership units representing limited partner interests in Buckeye (the "LP Units") and the purchase by the Underwriters of 7,500,000 of such LP Units, as well as an option to purchase up to 1,125,000 additional LP Units (the "Option Units," and together with the LP Units, the "Offered LP Units"). On October 11, 2013, the Underwriters exercised their right to purchase the 1,125,000 Option Units. The offering of the Offered LP Units was registered under the Securities Act of 1933, as amended, pursuant to a shelf registration statement on Form S-3 (File No. 333-178097). Buckeye expects the transaction to close on October 17, 2013.

Buckeye intends to use the net proceeds from the Offering to fund indirectly a portion of the purchase price for its purchase from Hess Corporation of 20 liquid petroleum products terminals with total storage capacity of approximately 39 million barrels for $850 million. Pending such use, Buckeye intends to use the net proceeds to reduce the indebtedness outstanding under its revolving credit facility and for general partnership purposes.

The Underwriting Agreement requires Buckeye to indemnify the Underwriters and certain of their affiliates against certain liabilities or to contribute to payments the Underwriters may be required to make because of such liabilities.

The disclosure contained in this Item 8.01 does not purport to be a complete description of the Underwriting Agreement and is qualified in its entirety by reference to the 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.

 (d)     Exhibits.

 1.1     Underwriting Agreement dated as of October 10, 2013, among Buckeye
         Partners, L.P., Buckeye GP LLC and Barclays Capital Inc., Morgan
         Stanley & Co. LLC, UBS Securities LLC, Wells Fargo Securities, LLC,
         Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC, as
         representatives of the several underwriters set forth in Schedule 1
         thereto.
 5.1     Opinion of Vinson & Elkins L.L.P. regarding the legality of the Offered
         LP Units.
 8.1     Opinion of Vinson & Elkins L.L.P. regarding tax matters.
23.1     Consent of Vinson & Elkins L.L.P. (included in its opinions filed as
         Exhibits 5.1 and 8.1, respectively).


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