8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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):  January 17, 2019

Buckeye Partners, L.P.

(Exact name of registrant as specified in its charter)

Delaware
(State or other
jurisdiction of incorporation) 1-9356
(Commission File
Number) 23-2432497
(IRS Employer
Identification No.)

One Greenway Plaza
Suite 600
Houston, Texas
(Address of principal executive offices) 77046
(Zip Code)

Registrant’s 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):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-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 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  o

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.  o

Item 2.01Completion of Acquisition or Disposition of Assets.

As previously disclosed in the Current Report on Form 8-K filed on November 2, 2018, Buckeye North Sea Coöperatief U.A. (the “Seller”), a wholly owned subsidiary of Buckeye Partners, L.P. (the “Partnership”), entered into a share purchase agreement (the “SPA”), dated November 1, 2018, with Terminals Finance B.V. (“Terminal Finance”) to sell its 50% interest in the outstanding share capital of VTTI B.V. (“VTTI”) to Terminal Finance for cash consideration of $975 million (the “VTTI Sale”).

On January 17, 2019 (the “Closing Date”), the Partnership completed the VTTI Sale.

Pursuant to the SPA, during the period between November 1, 2018 and the completion of the VTTI Sale (the “Interim VTTI Sale Period”), the Partnership agreed to certain governance changes with respect to the VTTI investment and, as a result, commencing with the fourth quarter of 2018, the Partnership did not apply the equity method of accounting for its interest in VTTI.  Furthermore, under the terms of the SPA, during the Interim VTTI Sale Period, the Partnership had no right to distributions from VTTI other than its third quarter 2018 distribution from VTTI, which the Partnership received in November 2018.  Accordingly, the Partnership’s fourth quarter 2018 results do not include any contribution from VTTI to equity in earnings, earnings before interest, taxes, depreciation and amortization, or distributable cash flow.

On January 18, 2019, the Partnership issued a press release announcing the completion of the VTTI Sale, a copy of which is being filed herewith as Exhibit 99.1.

Item 9.01Financial Statements and Exhibits.

(b)Pro forma financial information.

As discussed in Item 2.01, on January 17, 2019, Seller completed the divesture of its 50% ownership interest in VTTI for cash consideration of $975 million exclusive of transaction costs. As of September 30, 2018, the Partnership’s investment in VTTI on its balance sheet included $1,037 million in equity investments and $40 million in accumulated other comprehensive income primarily attributable to unrealized foreign currency translation gains. The Partnership’s results of operations for the year-ended December 31, 2017 and nine months ended September 30, 2018 included $23 million and $14 million of equity in earnings from its investment in VTTI, respectively. Excluding the equity in earnings of VTTI, pro forma basic and diluted earnings per unit would have been $3.17 and $3.16, respectively, for the year-ended December 31, 2017 and $(3.66) and ($3.66), respectively, for the nine months ended September 30, 2018, without considering a decrease in interest expense resulting from an assumed use of proceeds to pay down debt.

(d)Exhibits.

Exhibit Number	Description
99.1	Press Release, issued January 18, 2019

2

Exhibit Index

Exhibit Number	Description
99.1	Press Release, issued January 18, 2019

3

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

BUCKEYE PARTNERS, L.P.
By:	Buckeye GP LLC, its General Partner
	/s/ Todd J. Russo
	Name:	Todd J. Russo
	Title:	Senior Vice President, General Counsel and Secretary

Dated:  January 23, 2019

4

EX-99.1

Exhibit 99.1

News Release
NYSE: BPL Buckeye Partners, L.P.
One Greenway Plaza
Suite 600
Houston, TX 77046

Contact: Kevin J. Goodwin
Vice President & Treasurer
irelations@buckeye.com
(800) 422-2825

BUCKEYE PARTNERS, L.P. ANNOUNCES CLOSING OF SALE OF

ITS EQUITY INTEREST IN VTTI B.V.

Action Previously Announced as Outcome of Strategic Review

HOUSTON, January 17, 2019 — Buckeye Partners, L.P. (“Buckeye”) (NYSE: BPL) announced today that it completed the sale of its equity interest in VTTI B.V. (“VTTI”) to Vitol Investment Partnership II Ltd and IFM Investors for cash proceeds of $975 million.  The proceeds from the sale will be used to pay down debt.

This sale was one of several actions previously announced following the completion of Buckeye’s strategic review that were designed to: (1) maintain Buckeye’s investment grade credit rating by reducing leverage; (2) provide increased financial flexibility, eliminating the need for Buckeye to access the public equity markets to fund annual growth capital; and (3) reallocate capital to the higher return growth opportunities across Buckeye’s asset base.  “The closing of this transaction represents the final step in our announced strategic review,” stated Clark C. Smith, Buckeye’s Chairman, President and Chief Executive Officer.  “The completion of these actions will serve to improve Buckeye’s financial flexibility, which, along with our advantaged portfolio of pipeline and terminal assets and attractive growth opportunities, are expected to provide attractive long-term returns for our unitholders.”

In December, Buckeye closed the sale of a package of domestic pipeline and terminal assets that was also announced in conjunction with the completion of its strategic review.

About Buckeye Partners, L.P.

Buckeye Partners, L.P. (NYSE: BPL) is a publicly traded master limited partnership which owns and operates a diversified international network of integrated assets providing midstream logistic solutions, primarily consisting of the transportation, storage, processing and marketing of liquid petroleum products.  Buckeye is one of the largest independent liquid petroleum products pipeline operators in the United States in terms of volumes delivered, with approximately 6,000 miles of pipeline.  Buckeye also uses its service expertise to operate and/or maintain third-party pipelines and perform certain engineering and construction services for its customers.  Buckeye’s international terminal network comprises more than 115 liquid petroleum products terminals with aggregate tank capacity of over 118 million barrels across our portfolio of pipelines, inland terminals and marine terminals located primarily in the East Coast, Midwest and Gulf

Coast regions of the United States, as well as in the Caribbean.  Buckeye’s international network of marine terminals enables it to facilitate global flows of crude oil and refined petroleum products, offering its customers connectivity between supply areas and market centers through some of the world’s most important bulk liquid storage and blending hubs.  Buckeye’s flagship marine terminal in The Bahamas, Buckeye Bahamas Hub, is one of the largest marine crude oil and refined petroleum products storage facilities in the world and provides an array of logistics and blending services for the global flow of petroleum products.  Buckeye’s Gulf Coast regional hub, Buckeye Texas Partners, offers world-class marine terminalling, storage and processing capabilities.  Buckeye is also a wholesale distributor of refined petroleum products in certain areas served by its pipelines and terminals.  More information concerning Buckeye can be found at www.buckeye.com.

* * * * *

This press release includes forward-looking statements that we believe to be reasonable as of today’s date.  Such statements are identified by use of the words “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “predicts,” “projects,” “should,” and similar expressions.  Actual results may differ significantly because of risks and uncertainties that are difficult to predict and that may be beyond our control.  Among the forward-looking statements set forth in this press release are statements regarding the anticipated use of proceeds derived from the disposition of our equity interest in VTTI.  These statements are subject to, among other risks, (i) changes in federal, state, local, and foreign laws or regulations to which we are subject, including those governing pipeline tariff rates and those that permit the treatment of us as a partnership for federal income tax purposes, (ii) terrorism and other security risks, including cyber risk, adverse weather conditions, including hurricanes, environmental releases, and natural disasters, (iii) changes in the marketplace for our products or services, such as increased competition, changes in product flows, better energy efficiency, or general reductions in demand, (iv) adverse regional, national, or international economic conditions, adverse capital market conditions, and adverse political developments, (v) shutdowns or interruptions at our pipeline, terminalling, storage, and processing assets or at the source points for the products we transport, store, or sell, (vi) unanticipated capital expenditures in connection with the construction, repair, or replacement of our assets, (vii) volatility in the price of liquid petroleum products, (viii) nonpayment or nonperformance by our customers, (ix) our ability to integrate acquired assets with our existing assets and to realize anticipated cost savings and other efficiencies and benefits, and (x) our ability to successfully complete our organic growth projects and to realize the anticipated financial benefits.  You should read our filings with the U.S. Securities and Exchange Commission, including our Annual Report on Form 10-K for the year ended December 31, 2017, for a more extensive list of factors that could affect results.  We undertake no obligation to revise our forward-looking statements to reflect events or circumstances occurring after today’s date except as required by law.

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