UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION~~

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~~PURSUANT ofTO ~~Report~~SECTION ~~(Date~~13 ofOR ~~earliest event reported~~15(d)~~: October 21, 2019~~

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): November 1, 2019

Buckeye Partners, L.P.

(Exact name of registrant as specified in its charter)

Delaware	~~001~~1-~~09356~~9356	23-2432497
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
One Greenway Plaza Suite 600 Houston, Texas		77046
(Address of principal executive offices)		(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):

☐	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 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. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Limited partner units representing limited partnership interests

BPL

New York Stock Exchange

~~Item 7.01 Regulation FD Disclosure.~~Introduction

OnAs ~~October~~previously 21disclosed, on May 10, 2019, Buckeye Partners, L.P., a Delaware limited partnership (the “Partnership”), orentered into an Agreement and Plan of Merger (the “~~Buckeye~~Merger Agreement”) ~~issued~~with Hercules Intermediate Holdings LLC, a ~~press~~Delaware ~~release~~limited ~~announcing~~liability ~~that~~company ~~all~~(“Parent”), ~~regulatory~~Hercules ~~approvals~~Merger ~~required~~Sub ~~to complete~~LLC, ~~the~~a ~~acquisition~~Delaware oflimited ~~the~~liability ~~Partnership~~company byand ~~entities~~a ~~affiliated~~wholly ~~with~~owned ~~the~~subsidiary ~~IFM~~of ~~Global~~Parent ~~Infrastructure~~(“Merger ~~Fund~~Sub”), ~~previously~~Buckeye ~~announced~~Pipe onLine ~~May~~Services 10Company, ~~2019~~a Pennsylvania corporation, and Buckeye GP LLC, a Delaware limited liability company and the general partner of the Partnership (the “~~proposed~~General ~~merger~~Partner”), ~~have~~pursuant ~~been~~to ~~received. The~~which, ~~merger~~on ~~agreement~~November 1, ~~relating~~2019 to (the ~~proposed~~“Closing ~~merger~~Date”), Merger Sub merged with and into the ~~transactions~~ ~~contemplated~~Partnership ~~thereby~~(the ~~were~~“Merger”), ~~previously~~with ~~approved~~the byPartnership surviving the ~~affirmative~~Merger ~~vote~~as a subsidiary of ~~the~~Parent. ~~holders~~Parent ofis owned by a ~~majority~~subsidiary of IFM Global Infrastructure Fund (the ~~Partnership’s~~“Fund”), ~~outstanding~~which ~~limited~~is ~~partner~~advised ~~units~~by onIFM ~~July~~Investors ~~31,~~Pty ~~2019~~Ltd.

~~The~~Item completion of the proposed merger is currently expected to occur prior to market opening on Friday, November 1, 2019, subject to the provisions of the merger agreement, including satisfaction or waiver of customary closing conditions2. ~~As previously announced, upon completion of the proposed merger, the Partnership’s outstanding limited partner unitholders will receive $41~~01.50 ~~per~~Completion ~~unit. In accordance with the terms~~ of ~~the~~Acquisition ~~merger~~or ~~agreement,~~Disposition ~~if the completion~~ of the proposed merger occurs on Friday, November 1, 2019 as currently expected, the Partnership’s general partner would not declare or pay a cash distribution for the quarter ended September 30, 2019.Assets

~~For~~The ~~more~~ information ~~regarding~~set ~~the~~forth ~~proposed~~in ~~merger, please see~~ the ~~Partnership’s~~Introduction ~~Current Reports on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on May 10~~to, ~~2019~~ and ~~July~~under ~~31,~~Item ~~2019~~5.01 ~~and Schedule 14A filed with the SEC on June 25~~of, ~~2019,~~this ~~as supplemented by the Partnership’s~~ Current Report on Form 8-K ~~filed~~is ~~with~~incorporated ~~the~~by ~~SEC~~reference oninto ~~July~~this ~~22, 2019~~Item 2.01.

~~The~~At ~~information~~the ~~furnished~~effective ~~pursuant~~time toof ~~this~~the ~~Item~~Merger ~~7.01~~(the ~~shall~~“Effective ~~not~~Time”), beeach ~~deemed~~of tothe bePartnership’s ~~“filed”~~units ~~for~~representing limited partner interests in the ~~purposes~~Partnership of(“Partnership ~~Section~~Units”) 18issued ofand ~~the~~outstanding ~~Securities~~immediately ~~Exchange~~prior ~~Act~~to ~~of 1934,~~the asEffective ~~amended,~~Time ~~nor~~(other ~~shall~~than itPartnership beUnits ~~incorporated~~owned byimmediately ~~reference~~prior into ~~any~~the ~~filing~~Effective ~~made~~Time by the Partnership ~~pursuant~~or toby ~~the~~Parent ~~Securities~~or ~~Act~~any of ~~1933,~~its ~~as amended~~subsidiaries), ~~other~~ceased ~~than~~ to ~~the~~be ~~extent~~outstanding ~~that~~and ~~such~~was ~~filing~~converted ~~incorporates~~into bythe ~~reference~~right ~~any~~to orreceive ~~all~~$41.50 ofin ~~such~~cash ~~information by~~(the ~~express~~“Merger ~~reference~~Consideration”), ~~thereto~~without interest.

~~Cautionary~~At ~~Note~~the ~~Regarding~~Effective ~~Forward~~Time, subject to all required withholding taxes, each outstanding award of notional Partnership Units that is subject to service-~~Looking~~based ~~Statements~~vesting requirements (“Partnership Phantom Units”) other than awards of Post-Signing Partnership Phantom Units (as defined below) was canceled and converted into the right to receive an amount in cash equal to the sum of (i) (a) the Merger Consideration multiplied by (b) the number of Partnership Units that were subject to such award of Partnership Phantom Units, plus (ii) the amount of any accumulated and unpaid distribution equivalents in respect of such award of Partnership Phantom Units (the sum of such amounts, the “Partnership Phantom Unit Payment Amount”).

~~The~~At information contained in this report includes “forward-looking statements.” All statements that express belief, expectation, estimates or intentions, as well as those that are not statements of historical facts, are forward-looking statements. Such statements use forward-looking words such as “proposed,” “anticipate,” “project,” “potential,” “could,” “should,” “continue,” “estimate,” “expect,” “may,” “believe,” “will,” “plan,” “seek,” “outlook” and other similar expressions that are intended to identify forward-looking statements, although some forward-looking statements are expressed differently. These statements discuss future expectations and contain projections. Specific factors that could cause actual results to differ from those in the ~~forward-looking~~Effective ~~statements include~~Time, ~~but~~subject ~~are not limited~~ to: ~~(i)~~all ~~changes~~required inwithholding ~~federal~~taxes, ~~state,~~each ~~local~~outstanding ~~and~~award ~~foreign~~of ~~laws~~Partnership orPhantom ~~regulations~~Units ~~to which~~granted ~~Buckeye~~by ~~is subject, including those governing pipeline tariff rates and those that permit~~ the ~~treatment~~Partnership ofafter ~~Buckeye~~entering asinto 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~~Merger ~~for~~Agreement ~~Buckeye’s products or services, such as increased competition, changes in product flows, better energy efficiency or general reductions in demand;~~ (~~iv)~~“Post-Signing ~~adverse~~Partnership ~~regional,~~Phantom ~~national, or international economic conditions, adverse capital market conditions and adverse political developments; (v~~Units”) ~~shutdowns~~was orcanceled ~~interruptions at Buckeye’s pipeline, terminalling, storage~~ and ~~processing~~ ~~assets~~converted orinto at the ~~source~~right ~~points~~to ~~for~~receive ~~the~~an ~~products~~amount ~~Buckeye transports, stores or sells; (vi) unanticipated capital expenditures~~ in ~~connection~~cash ~~with~~equal the construction, repair or replacement of Buckeye’s assets; (vii) volatility in the price of liquid petroleum products; (viii) nonpayment or nonperformance by Buckeye’s customers; (ix) Buckeye’s ability to ~~successfully complete its organic growth projects and to realize~~ the ~~anticipated~~Partnership ~~financial~~Phantom ~~benefits;~~Unit ~~(x)~~Payment ~~Buckeye’s~~Amount ~~ability to integrate acquired assets~~ with ~~its~~respect ~~existing~~thereto, ~~assets~~pro-rated ~~and~~based toon ~~realize anticipated cost savings and other efficiencies and benefits; (xi)~~ the ~~risk~~number ~~that~~of ~~the~~days ~~proposed merger with Hercules Intermediate Holdings LLC may not be completed~~ in ~~a timely manner or at all; (xii)~~ the ~~possibility~~applicable ~~that~~vesting ~~competing~~period ~~offers or acquisition proposals for Buckeye will be made; (xiii) the possibility that any~~ of ~~the~~such ~~various~~award ~~conditions to the consummation~~ of ~~the~~Post-Signing ~~merger~~Partnership ~~may~~Phantom ~~not~~Units ~~be satisfied or waived; (xiv) the occurrence of any event, change or other circumstance~~ that ~~could~~elapses ~~give~~prior ~~rise~~ to the ~~termination~~Effective ofTime ~~the Agreement and Plan of Merger dated May 10, 2019, between Hercules Intermediate Holdings LLC, Hercules Merger Sub LLC, Buckeye, Buckeye Pipe Line Services Company and Buckeye GP LLC~~ (the “~~Merger~~Pro-Rated ~~Agreement”),~~Partnership ~~including~~Phantom inUnit ~~circumstances~~Payment ~~which would require Buckeye to pay a termination fee or other expenses; (xv~~Amount”) ~~the effect of the pendency of the transactions contemplated by the Merger Agreement on Buckeye’s ability to retain~~ and hire key personnel, its ability to maintain relationships with its customers, suppliers and others with whom it does business, or its operating results and business generally; (xvi) risks related to diverting management’s attention from Buckeye’s ongoing business operations; (xvii) the ~~risk~~remainder ~~that~~were ~~unitholder~~forfeited ~~litigation in connection with the transactions contemplated by the Merger Agreement may result in significant costs to defend or resolve; (xviii) the possibility that long-term financing~~ for ~~the~~no ~~proposed~~payment. ~~acquisition may not be available on favorable terms~~However, ~~or at all; and (xix)~~ the ~~cautionary~~amount ~~discussion~~paid ofupon ~~risks~~settlement ~~and uncertainties detailed in Part I, Item 1A, “Risk Factors” and Part II, Item 7, “Management’s Discussion and Analysis~~ of ~~Financial Condition and Results of Operations” of Buckeye’s Annual Report on Form 10~~Post-KSigning ~~for~~Partnership ~~the~~Phantom ~~fiscal~~Units ~~year~~granted ~~ended December 31, 2018 (~~as ~~filed~~part ~~with~~of the ~~SEC on February 15, 2019) and other risk factors identified herein or from time to time in Buckeye~~Partnership’s ~~periodic~~regular ~~filings~~annual ~~with~~equity ~~the~~grants ~~SEC.~~made ~~These~~after ~~factors~~the ~~are~~date ~~not necessarily all~~ of the ~~important~~Merger ~~factors~~Agreement ~~that~~will ~~could~~equal ~~cause~~the ~~actual~~lesser ~~results to differ materially from those expressed in any~~ of ~~Buckeye’s forward-looking statements. Other known or unpredictable factors could also have material adverse effects on future results. Consequently, all of~~ (i) the ~~forward~~applicable Pro-~~looking~~Rated ~~statements~~Partnership ~~made~~Phantom inUnit ~~this~~Payment ~~report~~Amount ~~are~~multiplied ~~qualified~~ by ~~these~~two ~~cautionary statements,~~ and ~~Buckeye cannot assure you that actual results or developments that it anticipates will be realized or, even if substantially realized, will have~~ (ii) the ~~expected~~applicable ~~consequences~~Partnership toPhantom orUnit ~~effect~~Payment ~~on Buckeye or its business or operations~~Amount.

~~The~~At ~~forward-looking~~the ~~statements~~Effective ~~contained~~Time, insubject ~~this~~to ~~report~~all ~~speak~~required ~~only~~withholding astaxes, ofeach ~~the~~outstanding ~~date~~award ~~hereof.~~of ~~Although~~deferred ~~the~~Partnership ~~expectations~~Units inthat ~~the~~is ~~forward-looking~~payable ~~statements~~in ~~are based~~cash ~~on Buckeye’s current beliefs~~ and ~~expectations,~~held ~~caution~~by ~~should~~a ~~be taken not to place undue reliance on any such forward~~non-~~looking~~employee ~~statements~~director ~~because such statements speak only as~~ of the ~~date~~Partnership ~~hereof.~~(“Partnership ~~Except~~Director asDeferred ~~required~~Units”) bywas ~~federal~~canceled and ~~state securities~~converted ~~laws,~~into ~~Buckeye~~the ~~undertakes~~right ~~no obligation~~ to ~~publicly~~receive ~~update~~an oramount ~~revise~~in ~~any~~cash ~~forward-looking~~equal ~~statements,~~to ~~whether~~the assum of (i) (a) ~~result~~the ofMerger ~~new~~Consideration ~~information,~~multiplied ~~future~~by ~~events~~(b) the ornumber ~~any~~of ~~other~~Partnership ~~reason.~~Units ~~All~~that ~~forward-looking~~are ~~statements~~subject ~~attributable~~ to ~~Buckeye~~such oraward ~~any person~~of ~~acting~~Partnership onDirector ~~Buckeye’s~~Deferred ~~behalf~~Units, ~~are~~plus ~~expressly qualified in their entirety by~~ (ii) the ~~cautionary~~amount ~~statements~~of ~~contained~~any oraccumulated ~~referred to in this report~~ and inunpaid ~~Buckeye’s~~distribution ~~future~~equivalents ~~periodic reports filed~~ with ~~the~~respect ~~SEC.~~to Insuch ~~light~~award of ~~these~~Partnership ~~risks,~~Director ~~uncertainties~~Deferred ~~and assumptions, the forward-looking events discussed in this report may not occur~~Units.

~~Item~~At ~~9.01 Financial Statements~~the Effective Time, subject to all required withholding taxes, each outstanding award of deferred Partnership Units held by eligible employees (including each matching unit) (“Partnership Deferral Units”) was canceled and ~~Exhibits~~converted into the right to receive an amount in cash equal to the sum of (i) (a) the Merger Consideration multiplied by (b) the number of Partnership Units that were subject to such award of Partnership Deferral Units, plus (ii) the amount of any accumulated and unpaid distribution equivalents with respect to such award of Partnership Deferral Units.

At the Effective Time, subject to all required withholding taxes, each outstanding award of notional Partnership Units subject to performance-based vesting conditions (“Partnership Performance Units”) other than awards of Post-Signing Partnership Performance Units (as defined below), was canceled and converted into the right to receive an amount in cash equal to the sum of (i) (a) the Merger Consideration multiplied by (b) the number of Partnership Units underlying such award of Partnership Performance Units, based on applicable performance goals being attained at target level (resulting in a payout performance multiplier of 100%), plus (ii) the amount of any accumulated and unpaid dividend equivalents with respect to such award of Partnership Performance Units, based on applicable performance goals being attained at target level (resulting in a payout performance multiplier of 100%) (the “Partnership Performance Unit Payment Amount”).

At the Effective Time, subject to all required withholding taxes, each outstanding award of Partnership Performance Units granted by the Partnership after entering into the Merger Agreement (“Post-Signing Partnership Performance Units”) was canceled and converted into the right to receive an amount in cash equal to the Partnership Performance Unit Payment Amount with respect thereto, pro-rated based on the number of days in the applicable performance period of such award of Post-Signing Partnership Performance Units that elapses prior to the Effective Time (the “Pro-Rated Partnership Performance Unit Payment Amount”) and the remainder were forfeited for no payment. However, the amount paid upon settlement of Post-Signing Partnership Performance Units granted as part of the Partnership’s regular annual equity grants made after the date of the Merger Agreement will equal the lesser of (1) the applicable Pro-Rated Partnership Performance Unit Payment Amount multiplied by two and (2) the applicable Partnership Performance Unit Payment Amount.

The foregoing summary of the Merger Agreement and the transactions contemplated thereby does not purport to be a complete description of all the parties’ rights and obligations under the Merger Agreement and is qualified in its entirety by reference to the Merger Agreement, a copy of which was filed as Exhibit 2.1 to the Partnership’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 10, 2019 and is incorporated herein by reference.

The Merger Agreement has been incorporated by reference to this report to provide investors and holders of Partnership Units with information regarding its terms. It is not intended to provide any other factual information about the parties thereto or to modify or supplement any factual disclosures about the Partnership or any of the Partnership’s subsidiaries, including the General Partner, in their public reports filed with SEC. The Merger Agreement includes certain representations, warranties and covenants of the parties thereto made solely for purposes of the Merger Agreement and solely for the benefit of the parties to the Merger Agreement, and which may be subject to important qualifications and limitations agreed to by the parties in connection with the negotiated terms of the Merger Agreement. Investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties to the Merger Agreement or any of their respective subsidiaries or affiliates. Moreover, some of those representations and warranties (i) may have been qualified by certain documents filed with, or furnished to, the SEC by the parties prior to the date of the Merger Agreement, (ii) may have been qualified by confidential disclosures made to Parent and Merger Sub in connection with the Merger Agreement, (iii) may not be accurate or complete as of any specified date, (iv) may be subject to a contractual standard of materiality different from those generally applicable to the SEC filings of the parties or (v) may have been used for purposes of allocating risk among the parties to the Merger Agreement rather than establishing matters as facts.

Item 3.01.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

The information set forth in the Introduction to, and under Item 2.01 of, this Current Report on Form 8-K is incorporated by reference into this Item 3.01.

In connection with the consummation of the Merger, the Partnership notified the New York Stock Exchange (the “NYSE”) on the Closing Date that a certificate of merger was filed with the Secretary of State of the State of Delaware and that, at the Effective Time, each Partnership Unit was converted into the right to receive the Merger Consideration. The Partnership requested that the NYSE delist the Partnership Units and, as a result, trading of the Partnership Units, which traded under the ticker symbol “BPL” on the NYSE, was suspended prior to the opening of the NYSE on the Closing Date. The Partnership also requested that the NYSE file a Form 25 with the SEC notifying the SEC of the delisting of the Partnership Units and the withdrawal of registration of the Partnership Units under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Following the effectiveness of the Form 25, the Partnership intends to file with the SEC a Form 15 regarding the termination of registration of the Partnership Units under the Exchange Act and the suspension of reporting obligations with respect to the Partnership Units.

Item 3.03.

Material Modification to Rights of Security Holders

The information set forth in the Introduction to, and under Items 2.01, 3.01 and 5.01 of, this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

At the Effective Time, each holder of Partnership Units outstanding immediately prior to the Effective Time ceased to have any rights as a unitholder of the Partnership (other than the right to receive the Merger Consideration).

Item 5.01.

Changes in Control of Registrant

The information set forth in the Introduction to, and under Items 2.01, 3.03 and 5.02 of, this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

As a result of the consummation of the Merger, a change in control of the Partnership occurred and the Partnership became a subsidiary of Parent. The total amount of funds used to consummate the Merger (including the funds required to pay to the Partnership’s unitholders and the holders of other equity-based interests the amounts due to them under the Merger Agreement) and to repay or redeem certain debt of the Partnership and Parent was approximately $6.8 billion, which was funded through equity financing from the Fund and debt financing.

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

The information set forth in the Introduction to, and under Item 2.01 of, this Current Report on Form 8-K is incorporated by reference into this Item 5.02.

Effective as of the Effective Time, Clark C. Smith, Pieter Bakker, Barbara M. Baumann, Barbara J. Duganier, Joseph A. LaSala, Jr., Mark C. McKinley, Larry C. Payne, Oliver “Rick” G. Richard, III, Frank S. Sowinski and Martin A. White (each, a “Departing Director”) resigned as directors of the General Partner. The decision of each Departing Director to resign as a director of the General Partner was not the result of any disagreement with the General Partner or the Partnership relating to the operations, internal controls, policies or practices of the General Partner or the Partnership, and was solely the result of the Merger. Effective as of immediately following the Effective Time and in connection with the consummation of the Merger, James Cemm, Wei-Sun Teh and David Sparrow became the directors of the General Partner.

On October 30, 2019, the Compensation Committee of the Board of Directors of the General Partner approved the termination of the Buckeye Partners, L.P. 2013 Long-Term Incentive Plan, Buckeye Partners, L.P. Unit Deferral and Incentive Plan and Buckeye Partners, L.P. Non-Employee Director Deferred Compensation Plan. Such terminations became effective upon the consummation of the Merger.

Item 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

The information set forth in the Introduction to, and under Item 2.01 of, this Current Report on Form 8-K is incorporated by reference into this Item 5.03.

Immediately following the Effective Time, the agreement of limited partnership of the Partnership as in effect immediately prior to the Effective Time was amended and restated in the form of the Second Amended and Restated Agreement of Limited Partnership of Buckeye Partners, L.P., which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 8.01.

Other Events

On November 1, 2019, the Partnership and IFM Investors issued a joint press release announcing the consummation of the Merger. A copy of the joint press release is filed as Exhibit 99.1 and is incorporated by reference into this Item 8.01.

Item 9.01.

Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Description
	2.1		Agreement and Plan of Merger, dated as of May 10, 2019, by and among Hercules Intermediate Holdings LLC, Hercules Merger Sub LLC, Buckeye Partners, L.P., Buckeye Pipe Line Services Company and Buckeye GP LLC (incorporated by reference to Exhibit 2.1 to the Partnership’s Current Report on Form 8-K filed with the SEC on May 10, 2019).*
99.1		Press Release of Buckeye Partners, L.P., issued October 21, 2019
	3.1		Second Amended and Restated Limited Partnership Agreement of Buckeye Partners, L.P., dated as of November 1, 2019.
	99.1		Joint Press Release, dated as of November 1, 2019.
	104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

~~Exhibit~~* ~~Index~~Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant agrees to furnish supplementally a copy of the omitted schedules and exhibits to the SEC upon request.

Exhibit Number		Description
99.1		Press Release of Buckeye Partners, L.P., issued October 21, 2019

SIGNATURES

~~SIGNATURE~~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.

~~Pursuant~~BUCKEYE toPARTNERS, ~~the~~L.P. ~~requirements~~By: ofBuckeye ~~the~~GP ~~Securities Exchange Act of 1934~~LLC, ~~the~~its ~~registrant~~General ~~has~~Partner ~~duly~~/s/ ~~caused~~Todd ~~this~~J. ~~report~~Russo toName: beTodd ~~signed~~J. onRusso ~~its~~Title: ~~behalf~~Senior byVice ~~the undersigned~~President, ~~hereunto~~General ~~duly~~Counsel ~~authorized.~~and Secretary

~~BUCKEYE PARTNERS, L.P. By~~Dated: ~~Buckeye GP LLC~~November 1, ~~its General Partner By: /s/ TODD J. RUSSO Todd J. Russo Senior Vice President, General Counsel and Secretary~~2019

Dated: October 21, 2019

Filing Compare · BUCKEYE PARTNERS, L.P.