Blueknight Energy Partners, L.P.
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(Name of Issuer)
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Common Units
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(Title of Class of Securities)
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09625U109
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(CUSIP Number)
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Solus Alternative Asset Management LP | ||
430 Park Avenue, 9th Floor | ||
New York, New York 10022 | ||
Attention: | Colette Klisivitch, | |
Chief Compliance Officer | ||
With a copy to: | ||
Herrick, Feinstein LLP | ||
2 Park Avenue | ||
New York, NY 10016 | ||
Attention: Patrick D. Sweeney, Esq. |
(Name, Address and Telephone Number of Person Authorized to
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Receive Notices and Communications)
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April 28, 2011
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(Date of Event which Requires Filing of this Statement)
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CUSIP No. 09625U109
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1.
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Name of Reporting Persons: Solus Alternative Asset Management LP
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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x
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3.
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SEC Use Only
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4.
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Source of Funds: AF
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
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6.
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Citizenship or Place of Organization
Delaware
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Number of Shares Beneficially by Owned by Each Reporting Person With |
7.
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Sole Voting Power: 0
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8.
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Shared Voting Power: 1,570,000 (1)
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9.
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Sole Dispositive Power: 0
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10.
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Shared Dispositive Power: 1,570,000 (1)
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person: 1,570,000 (1)
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): o
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13.
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Percent of Class Represented by Amount in Row (11): 7.2% (2)
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14.
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Type of Reporting Person (See Instructions): IA
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CUSIP No. 09625U109
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15.
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Name of Reporting Persons: Solus GP LLC
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16.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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x
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17.
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SEC Use Only
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18.
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Source of Funds: AF
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19.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
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20.
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Citizenship or Place of Organization
Delaware
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Number of Shares Beneficially by Owned by Each Reporting Person With |
21.
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Sole Voting Power: 0
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22.
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Shared Voting Power: 1,570,000 (1)
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23.
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Sole Dispositive Power: 0
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24.
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Shared Dispositive Power: 1,570,000 (1)
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25.
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Aggregate Amount Beneficially Owned by Each Reporting Person: 1,570,000 (1)
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26.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): o
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27.
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Percent of Class Represented by Amount in Row (11): 7.2% (2)
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28.
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Type of Reporting Person (See Instructions): OO
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CUSIP No. 09625U109
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29.
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Name of Reporting Persons: Christopher Pucillo
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30.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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x
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31.
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SEC Use Only
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32.
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Source of Funds: AF
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33.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
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34.
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Citizenship or Place of Organization
United States of America
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Number of Shares Beneficially by Owned by Each Reporting Person With |
35.
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Sole Voting Power: 0
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36.
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Shared Voting Power: 1,570,000 (1)
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37.
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Sole Dispositive Power: 0
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38.
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Shared Dispositive Power: 1,570,000 (1)
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39.
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Aggregate Amount Beneficially Owned by Each Reporting Person: 1,570,000 (1)
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40.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): o
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41.
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Percent of Class Represented by Amount in Row (11): 7.2% (2)
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42.
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Type of Reporting Person (See Instructions): IN
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Exhibit No.
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Description
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99.1
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Joint Filing Agreement, dated as of January 12, 2011, by and among Solus Alternative Asset Management LP, Solus GP LLC and Christopher Pucillo (incorporated herein by reference to Exhibit 99.1 to the Schedule 13D filed on January 12, 2011 by the Reporting Persons with the SEC)
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99.2
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Letter to Blueknight Energy Partners, L.P., dated January 12, 2011 (incorporated herein by reference to Exhibit 99.2 to the Schedule 13D filed on January 12, 2011 by the Reporting Persons with the SEC)
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99.3
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Letter to Solus Alternative Asset Management LP, dated January 18, 2011 (incorporated herein by reference to Exhibit 99.1 to the Current Report on Form 8-K filed on January 18, 2011 by the Issuer with the SEC)
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99.4
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Letter to Blueknight Energy Partners, L.P., dated January 19, 2011 (incorporated herein by reference to Exhibit 99.4 to the Schedule 13D filed on January 20, 2011 by the Reporting Persons with the SEC)
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99.5
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Letter to Blueknight Energy Partners, L.P., dated February 2, 2011 (incorporated herein by reference to Exhibit 99.5 to the Schedule 13D filed on February 2, 2011 by the Reporting Persons with the SEC)
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99.6
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Non-Disclosure Agreement, effective as of March 1, 2011, among Blueknight Energy Partners, L.P., Blueknight Energy Partners G.P., L.L.C. and Solus Alternative Asset Management LP (incorporated herein by reference to Exhibit 99.6 to the Schedule 13D filed on March 4, 2011 by the Reporting Persons with the SEC)
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99.7
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Amendment to Non-Disclosure Agreement, dated as of March 21, 2011, among Blueknight Energy Partners, L.P., Blueknight Energy Partners G.P., L.L.C. and Solus Alternative Asset Management LP (incorporated herein by reference to Exhibit 99.7 to the Schedule D filed on March 21, 2011 by the Reporting Persons with the SEC)
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Non-Disclosure Agreement, dated as of April 28, 2011, among Blueknight Energy Partners, L.P., Blueknight Energy Partners G.P., L.L.C. and Solus Alternative Asset Management LP (furnished herewith)
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Dated:
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April 29, 2011
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SOLUS ALTERNATIVE ASSET MANAGEMENT LP
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By: SOLUS GP LLC
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/s/ Christopher Pucillo
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Christopher Pucillo
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Managing Member
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SOLUS GP LLC
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/s/ Christopher Pucillo
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Christopher Pucillo
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Managing Member
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/s/ Christopher Pucillo
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CHRISTOPHER PUCILLO
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BLUEKNIGHT ENERGY PARTNERS, L.P.
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By: Blueknight Energy Partners G.P., L.L.C.
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By:
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/s/Alex G. Stallings
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Name: Alex G. Stallings
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Title: Chief Financial Officer and Secretary
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BLUEKNIGHT ENERGY PARTNERS G.P., L.L.C.
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By:
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/s/Alex G. Stallings
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Name: Alex G. Stallings
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Title: Chief Financial Officer and Secretary
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SOLUS ALTERNATIVE ASSET MANAGEMENT LP
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By:
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/s/Steven J. Renehan
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Name: Steven J. Renehan
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Title: CEO
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