As filed with the Securities and Exchange Commission on August 18, 2017
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BUCKEYE PARTNERS, L.P.
(Exact Name of Registrant as Specified in its Charter)
Delaware |
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23-2432497 |
(State or Other Jurisdiction of Incorporation or Organization) |
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(I.R.S. Employer Identification No.) |
One Greenway Plaza
Suite 600
Houston, Texas 77046
(Address and Zip Code of Principal Executive Offices)
BUCKEYE PARTNERS, L.P.
2013 LONG-TERM INCENTIVE PLAN
(Full title of the plan)
Todd J. Russo
Senior Vice President, General Counsel and Secretary
Five TEK Park
9999 Hamilton Blvd.
Breinigsville, Pennsylvania 18031
(Name and address of agent for service)
(610) 904-4000
(Telephone number, including area code, of agent for service)
Copies to:
Benjamin R. Wills
Morgan, Lewis & Bockius LLP
1701 Market Street
Philadelphia, PA 19103-2921
(215) 963-5000
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer x |
Accelerated filer o |
Non-accelerated filer o |
Smaller reporting company o |
(Do not check if a smaller reporting company) |
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 7(a)(2)(B) of the Securities Act. o
CALCULATION OF REGISTRATION FEE
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Title of Securities to be
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Amount to be
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Proposed Maximum
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Proposed Maximum
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Amount of
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Limited Partner Units |
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1,000,000 |
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56.94 |
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56,940,000 |
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6,599.35 |
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(1) This registration statement (the Registration Statement) covers units representing limited partner interests of Buckeye Partners, L.P. (Limited Partner Units), which are issuable pursuant to the Buckeye Partners, L.P. 2013 Long-Term Incentive Plan, as amended and restated effective as of June 6, 2017 (the Plan).
(2) Pursuant to Rule 416 under the Securities Act of 1933, as amended, the number of limited partner units being registered shall be adjusted to include any additional limited partner units that become issuable as a result of any limited partner unit distribution, split, combination or similar transaction.
(3) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the Securities Act of 1933, as amended, on the basis of the average of the high and low sales price per limited partner unit of Buckeye Partners, L.P. on the New York Stock Exchange on August 15, 2017
(4) Calculated pursuant to Section 6(b) of the Securities Act of 1933, as amended, as follows: $115.90 per $1,000,000 of proposed maximum aggregate offering price.
EXPLANATORY NOTE
This Registration Statement on Form S-8 (the Registration Statement) is being filed for the purpose of registering an additional 1,000,000 units representing limited partner interests (Limited Partner Units) of Buckeye Partners, L.P., a Delaware limited partnership (the Partnership), which are issuable pursuant to the Buckeye Partners, L.P. 2013 Long-Term Incentive Plan, as amended and restated effective as of June 6, 2017 (the Plan). Accordingly, the contents of the Partnerships registration statement on Form S-8 filed with the SEC on July 2, 2013 (File No. 333-189778) is incorporated by reference into this Registration Statement pursuant to General Instruction E of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents of the Partnership filed with the Securities and Exchange Commission, or the Commission, are incorporated by reference into this Registration Statement:
(a) |
The Partnerships Annual Report on Form 10-K for the fiscal year ended December 31, 2016, filed with the Commission on February 24, 2017; |
(b) |
The Partnerships Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, filed with the Commission on May 5, 2017 and for the quarter ended June 30, 2017, filed with the Commission on August 4, 2017; |
(c) |
The Partnerships Current Reports on Form 8-K filed with the Commission on January 4, 2017, June 9, 2017 (including the amendment on Form 8-K/A filed with the Commission on June 19, 2017), and June 26, 2017; |
(d) |
The description of the Partnerships Limited Partner Units contained in the Partnerships Registration Statement on Form 8-A filed with the Commission on December 8, 1986, as amended on December 15, 1986 and August 9, 2005, to register such Limited Partner Units under the Securities Exchange Act of 1934, as amended (the Exchange Act). |
All reports and other documents subsequently filed by the Partnership pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of the filing of such reports and documents. Unless expressly incorporated into this Registration Statement, a report furnished but not filed on Form 8-K shall not be incorporated by reference into this Registration Statement.
Any statement contained herein or in a document, all or a portion of which is incorporated or deemed to be incorporated by reference herein, shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
EXPERTS
The consolidated financial statements, incorporated in this Registration Statement by reference from the Buckeye Partners, L.P. Annual Report on Form 10-K, and the effectiveness of Buckeye Partners, L.P. and subsidiaries internal control over financial reporting have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their reports, which are incorporated
herein by reference. Such consolidated financial statements have been so incorporated by reference in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing.
Item 8. Exhibits.
The following is a list of Exhibits filed as part of this Registration Statement on Form S-8. Where so indicated, Exhibits that were previously filed are incorporated herein by reference.
Exhibit No. |
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Description |
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4.1 |
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2013 Long-Term Incentive Plan of Buckeye Partners, L.P. (As Amended and Restated, effective as of June 6, 2017) (Incorporated by reference to Exhibit A of the Partnerships Proxy Statement Pursuant to Schedule 14(a) of the Securities Exchange Act of 1934 filed with the Commission on April 19, 2017) |
4.2 |
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Amended and Restated Agreement of Limited Partnership of Buckeye Partners, L.P., dated as of November 19, 2010 (Incorporated by reference to Exhibit 3.1 of the Partnerships Current Report on Form 8-K filed with the Commission on November 22, 2010) |
4.3 |
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Amendment No. 1 to Amended and Restated Agreement of Limited Partnership of Buckeye Partners, L.P., dated as of January 18, 2011 (Incorporated by reference to Exhibit 3.1 of Buckeye Partners, L.P.s Current Report on Form 8-K filed on January 20, 2011) |
4.4 |
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Amendment No. 2 to Amended and Restated Agreement of Limited Partnership of Buckeye Partners, L.P., dated as of February 21, 2013 (Incorporated by reference to Exhibit 3.1 of Buckeye Partners, L.P.s Current Report on Form 8-K filed on February 25, 2013) |
4.5 |
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Amendment No. 3 to Amended and Restated Agreement of Limited Partnership of Buckeye Partners, L.P., dated as of October 1, 2013, (Incorporated by reference to Exhibit 3.1 of Buckeye Partners, L.P.s Current Report on Form 8-K filed on October 7, 2013). |
4.6 |
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Amendment No. 4 to Amended and Restated Agreement of Limited Partnership of Buckeye Partners, L.P., dated as of September 29, 2014, (Incorporated by reference to Exhibit 3.1 of Buckeye Partners, L.P.s Current Report on Form 8-K filed on September 29, 2014). |
5.1 |
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Opinion of Morgan, Lewis & Bockius LLP |
23.1 |
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Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5.1) |
23.2 |
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Consent of Deloitte & Touche LLP, independent registered public accounting firm |
24.1 |
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Power of Attorney (included on signature pages hereto) |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on August 18, 2017.
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BUCKEYE PARTNERS, L.P. |
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By: |
Buckeye GP LLC, |
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its General Partner |
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By: |
/s/ KEITH E. ST.CLAIR |
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Name: Keith E. St.Clair |
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Title: Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS , that each person whose signature appears below hereby appoints Keith E. St.Clair and Todd J. Russo, or any of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place, and stead, in any and all capacities, to sign the Registration Statement on Form S-8 under the Securities Act of 1933, as amended, to sign any and all pre- or post-effective amendments to the Registration Statement on Form S-8, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF , each of the undersigned has executed this Power of Attorney as of the date indicated.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons, in the capacities and on the dates indicated.
Signature |
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Title |
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Date |
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/s/ CLARK C. SMITH |
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Chief Executive Officer, President and Chairman of the Board (Principal Executive Officer) |
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August 18, 2017 |
Clark C. Smith |
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/s/ KEITH E. ST.CLAIR |
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Executive Vice President and Chief Financial Officer (Principal Financial Officer) |
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August 18, 2017 |
Keith E. St.Clair |
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/s/ GARY L. BOHNSACK |
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Vice President, Controller and Chief Accounting Officer (Principal Accounting Officer) |
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August 18, 2017 |
Gary L. Bohnsack |
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/s/ PIETER BAKKER |
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Director |
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August 18, 2017 |
Pieter Bakker |
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/s/ BARBARA M. BAUMANN |
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Director |
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August 18, 2017 |
Barbara M. Baumann |
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/s/ BARBARA J. DUGANIER |
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Director |
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August 18, 2017 |
Barbara J. Duganier |
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/s/ JOSEPH A. LASALA, JR. |
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Director |
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August 18, 2017 |
Joseph A. LaSala, Jr. |
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/s/ MARK C. MCKINLEY |
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Director |
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August 18, 2017 |
Mark C. McKinley |
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/s/ LARRY C. PAYNE |
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Director |
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August 18, 2017 |
Larry C. Payne |
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/s/ OLIVER G. RICHARD, III |
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Director |
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August 18, 2017 |
Oliver Rick G. Richard, III |
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EXHIBIT INDEX
Exhibit No. |
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Description |
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4.1 |
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2013 Long-Term Incentive Plan of Buckeye Partners, L.P. (As Amended and Restated, effective as of June 6, 2017) (Incorporated by reference to Exhibit A of the Partnerships Proxy Statement Pursuant to Schedule 14(a) of the Securities Exchange Act of 1934 filed with the Commission on April 19, 2017) |
4.2 |
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Amended and Restated Agreement of Limited Partnership of Buckeye Partners, L.P., dated as of November 19, 2010 (Incorporated by reference to Exhibit 3.1 of the Partnerships Current Report on Form 8-K filed with the Commission on November 22, 2010) |
4.3 |
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Amendment No. 1 to Amended and Restated Agreement of Limited Partnership of Buckeye Partners, L.P., dated as of January 18, 2011 (Incorporated by reference to Exhibit 3.1 of Buckeye Partners, L.P.s Current Report on Form 8-K filed on January 20, 2011) |
4.4 |
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Amendment No. 2 to Amended and Restated Agreement of Limited Partnership of Buckeye Partners, L.P., dated as of February 21, 2013 (Incorporated by reference to Exhibit 3.1 of Buckeye Partners, L.P.s Current Report on Form 8-K filed on February 25, 2013) |
4.5 |
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Amendment No. 3 to Amended and Restated Agreement of Limited Partnership of Buckeye Partners, L.P., dated as of October 1, 2013, (Incorporated by reference to Exhibit 3.1 of Buckeye Partners, L.P.s Current Report on Form 8-K filed on October 7, 2013). |
4.6 |
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Amendment No. 4 to Amended and Restated Agreement of Limited Partnership of Buckeye Partners, L.P., dated as of September 29, 2014, (Incorporated by reference to Exhibit 3.1 of Buckeye Partners, L.P.s Current Report on Form 8-K filed on September 29, 2014). |
5.1 |
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Opinion of Morgan, Lewis & Bockius LLP |
23.1 |
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Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5.1) |
23.2 |
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Consent of Deloitte & Touche LLP, independent registered public accounting firm |
24.1 |
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Power of Attorney (included on signature pages hereto) |
Exhibit 5.1
[Letterhead of Morgan, Lewis & Bockius LLP]
August 18, 2017
Buckeye Partners, L.P.
One Greenway Plaza, Suite 600
Houston, Texas 77046
Re: Buckeye Partners, L.P., Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to Buckeye Partners, L.P., a Delaware limited partnership (the Partnership), in connection with the preparation of a Registration Statement on Form S-8 (the Registration Statement) filed with the Securities and Exchange Commission(SEC) under the Securities Act of 1933, as amended (the Act), relating to the registration by the Partnership of 1,000,000 limited partner interests (the LP Units) of the Partnership issuable in connection with the 2013 Long-Term Incentive Plan of Buckeye Partners, L.P. (the Plan).
In connection with this opinion letter, we have examined the Registration Statement and originals, or copies certified or otherwise identified to our satisfaction, of the Amended and Restated Certificate of Limited Partnership of the Partnership (the Certificate), dated as of February 4, 1998, the Certificate of Amendment to the Certificate, dated as of April 26, 2002, the Certificate of Amendment to the Certificate, dated as of June 1, 2004, effective as of June 3, 2004, the Certificate of Amendment to the Certificate, dated as of December 15, 2004, the Amended and Restated Agreement of Limited Partnership of the Partnership (the Partnership Agreement), dated as of November 19, 2010, Amendment No. 1 to the Partnership Agreement, dated as of January 18, 2011, Amendment No. 2 to the Partnership Agreement, dated as of February 21, 2013, Amendment No. 3 to the Partnership Agreement, dated as of October 1, 2013, Amendment No. 4 to the Partnership Agreement, dated as of September 29, 2014, such records of the proceedings of Buckeye GP LLC, a Delaware limited liability company and the sole general partner of the Partnership, the Plan and such other documents, records and instruments as we have deemed appropriate for purposes of the opinion set forth herein.
We have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of the documents submitted to us as originals, the conformity with the originals of all documents submitted to us as certified, facsimile or photostatic copies and the authenticity of the originals of all documents submitted to us as copies.
Buckeye Partners, L.P.
August 18, 2017
Page 2
Based upon the foregoing and subject to the assumptions and qualifications set forth herein, we are of the opinion that the LP Units have been duly authorized by the Partnership and, when such LP Units have been issued and delivered by the Partnership to the plan participants in accordance with the Registration Statement and the Plan, such LP Units will be validly issued, fully paid and non-assessable.
The opinions expressed herein are limited to the Delaware Revised Uniform Limited Partnership Act and the Delaware Limited Liability Company Act and we express no opinion with respect to the laws of any other jurisdiction.
We hereby consent to the use of this opinion as Exhibit 5.1 to the Registration Statement to be filed on or about the date hereof. In giving such consent, we do not hereby admit that we are acting within the category of persons whose consent is required under Section 7 of the Act or the rules or regulations of the SEC thereunder.
Very truly yours, |
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/s/ MORGAN, LEWIS & BOCKIUS LLP |
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated February 24, 2017, relating to the financial statements of Buckeye Partners, L.P. and subsidiaries (the Partnership) and the effectiveness of the Partnerships internal control over financial reporting, appearing in the Annual Report on Form 10-K of the Partnership for the year ended December 31, 2016, and to the reference to us under the heading Experts in the Registration Statement.
/s/ DELOITTE & TOUCHE LLP |
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Houston, Texas |
August 18, 2017 |