BUCKEYE GP HOLDINGS LP (BGH)

ITEM 2.01.            COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.

Contribution Agreement. As described in the prospectus, in connection with the consummation of the transactions contemplated by the Underwriting Agreement, on August 9, 2006, MainLine Sub, Buckeye GP, MainLine GP, Inc. and MainLine became wholly-owned subsidiaries of the Partnership pursuant to an Amended & Restated Contribution, Conveyance and Assumption Agreement, dated August 9, 2006, by and among the Partnership, the General Partner, MainLine, MainLine Sub, Buckeye GP, MainLine GP, Inc. and the former limited partners of MainLine (including several officers and a director of the General Partner and other officers of Buckeye GP and its affiliates) (the “Contribution Agreement”). Immediately prior to the closing of the offering, the following transactions, among others, occurred pursuant to the Contribution Agreement:

·                  The General Partner conveyed its interest in MainLine and MainLine GP, Inc. to the Partnership in exchange for 1,644 Common Units;

·                  The former limited partners of MainLine conveyed their interests in MainLine to the Partnership in exchange for 16,436,356 Common Units and 1,362,000 Management Units representing limited partner interests in the Partnership (“Management Units”).  The Common Units were issued to the former holders of Class A units in MainLine, pro-rata based upon the number of Class A units that they contributed, and the Management Units were issued to the former holders of Class B units in MainLine, pro-rata based upon the number of Class B units that they contributed.

·                  Carlyle/Riverstone BPL Holdings II, L.P., the owner of the General Partner, conveyed 1,186 Common Units to the General Partner, resulting in the General Partner owning 2,830 Common Units, representing a 0.01% limited partner interest in the Partnership.

·                  Buckeye GP conveyed its general partner interests in the Operating Partnerships to MainLine, MainLine distributed MainLine Sub to the Partnership and the Partnership conveyed the interests in MainLine and MainLine GP, Inc. to Buckeye GP.  Following this transaction, the Partnership directly owns MainLine Sub, which directly owns Buckeye GP and Buckeye GP directly owns all of the limited partner interests in MainLine and indirectly owns all of the general partner interest, through MainLine GP, Inc., in MainLine.

Immediately following the closing of the offering, the Partnership used a portion of the net proceeds of the offering, together with certain cash on hand, to repay in full outstanding principal and accrued interest under MainLine’s Credit and Guaranty Agreement, dated as of December 17, 2004.

The Contribution Agreement further provides that Buckeye GP, MainLine, MainLine Sub and the Partnership will distribute (i) their remaining cash on hand, (ii) proceeds from MainLine’s termination of interest rate hedges, (iii) any distribution received from Buckeye and the Operating Partnerships in respect of the second quarter of 2006 and (iv) the amount of the distribution from Buckeye and the Operating Partnerships in respect of the third quarter of 2006 attributable to the portion of the quarter prior to the closing of the offering, after repayment of outstanding transaction costs associated with the offering and funding $500,000 of working capital for the Partnership, to the former partners of MainLine under the provisions of the former limited partnership agreement of MainLine.

A copy of the Contribution Agreement is filed as Exhibit 10.1 to this Form 8-K and is incorporated in this Item 2.01 by reference.

3