0001140361-16-080822.txt : 20160927 0001140361-16-080822.hdr.sgml : 20160927 20160927163401 ACCESSION NUMBER: 0001140361-16-080822 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20101025 FILED AS OF DATE: 20160927 DATE AS OF CHANGE: 20160927 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Blueknight Energy Partners, L.P. CENTRAL INDEX KEY: 0001392091 STANDARD INDUSTRIAL CLASSIFICATION: PIPE LINES (NO NATURAL GAS) [4610] IRS NUMBER: 208536826 STATE OF INCORPORATION: DE FISCAL YEAR END: 0914 BUSINESS ADDRESS: STREET 1: 201 NW 10TH, SUITE 200 CITY: OKLAHOMA CITY STATE: OK ZIP: 73103 BUSINESS PHONE: (405) 278-6400 MAIL ADDRESS: STREET 1: 201 NW 10TH, SUITE 200 CITY: OKLAHOMA CITY STATE: OK ZIP: 73103 FORMER COMPANY: FORMER CONFORMED NAME: SemGroup Energy Partners, L.P. DATE OF NAME CHANGE: 20070305 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CB-Blueknight, LLC CENTRAL INDEX KEY: 0001684467 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33503 FILM NUMBER: 161904751 BUSINESS ADDRESS: STREET 1: 200 CLARENDON STREET STREET 2: FLOOR 54 CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 6176195400 MAIL ADDRESS: STREET 1: 200 CLARENDON STREET STREET 2: FLOOR 54 CITY: BOSTON STATE: MA ZIP: 02116 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Charlesbank Equity Fund VII, Limited Partnership CENTRAL INDEX KEY: 0001466186 STATE OF INCORPORATION: MA FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33503 FILM NUMBER: 161904752 BUSINESS ADDRESS: STREET 1: CHARLESBANK CAPITAL PARTNERS, LLC STREET 2: 200 CLARENDON STREET, 54TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 617-619-5466 MAIL ADDRESS: STREET 1: CHARLESBANK CAPITAL PARTNERS, LLC STREET 2: 200 CLARENDON STREET, 54TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Charlesbank Equity Fund VII GP, Limited Partnership CENTRAL INDEX KEY: 0001531398 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33503 FILM NUMBER: 161904753 BUSINESS ADDRESS: STREET 1: C/O CHARLESBANK CAPITAL PARTNERS, LLC STREET 2: 200 CLARENDON STREET, 54TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 617.619.5400 MAIL ADDRESS: STREET 1: C/O CHARLESBANK CAPITAL PARTNERS, LLC STREET 2: 200 CLARENDON STREET, 54TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CHARLESBANK CAPITAL PARTNERS LLC CENTRAL INDEX KEY: 0001065319 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33503 FILM NUMBER: 161904754 BUSINESS ADDRESS: STREET 1: 600 ATLANTIC AVENUE CITY: BOSTON STATE: MA ZIP: 02210 BUSINESS PHONE: 6176195400 MAIL ADDRESS: STREET 1: 600 ATLANTIC AVENUE CITY: BOSTON STATE: MA ZIP: 02210 3 1 doc1.xml FORM 3 X0206 3 2010-10-25 0 0001392091 Blueknight Energy Partners, L.P. BKEP 0001684467 CB-Blueknight, LLC 200 CLARENDON STREET FLOOR 54 BOSTON MA 02116 0 0 1 0 0001065319 CHARLESBANK CAPITAL PARTNERS LLC 200 CLARENDON STREET, FLOOR 54 BOSTON MA 02116 0 0 1 0 0001531398 Charlesbank Equity Fund VII GP, Limited Partnership 200 CLARENDON STREET, FLOOR 54 BOSTON MA 02116 0 0 1 0 0001466186 Charlesbank Equity Fund VII, Limited Partnership 200 CLARENDON STREET, FLOOR 54 BOSTON MA 02116 0 0 1 0 Series A Preferred Units Common Units D Convertible Subordinated Debentures 2011-12-31 2011-12-31 Series A Preferred Units D As previously disclosed in Blueknight Energy Partners, L.P.'s (the "Issuer") Current Report on Form 8-K filed with the Securities and Exchange Commission on October 25, 2010 (the "Form 8-K"), pursuant to the Global Transaction Agreement dated October 25, 2010 (the "Global Transaction Agreement"), by and among the Issuer, Blueknight Energy Partners G.P., L.L.C., the general partner of the Issuer (the "GP"), Blueknight Energy Holding, Inc. ("Vitol Holding") and CB-Blueknight, LLC ("Charlesbank Holding"), (i) each of Charlesbank Holding and Vitol Holding purchased 10,769,231 Series A Preferred Units representing limited partner interests of the Issuer (the "Preferred Units") and (ii) the Issuer issued to each of Charlesbank Holding and Vitol Holding a Convertible Subordinated Debenture in the aggregate principal amount of $25 million (the "Convertible Debenture"). The Global Transaction Agreement, and the transactions contemplated thereby, are described more fully in the Form 8-K. As of October 25, 2010, the Preferred Units had no expiration date and were convertible in whole or in part into Common Units representing limited partner interests of the Issuer ("Common Units") at the holder's election at any time after the earlier of (i) the second business day following the record date for the Special Distribution (as defined in the Form 8-K) or (ii) the eleventh business day following December 31, 2011, subject to certain conditions being met. The terms of the Preferred Units are more fully described in the Form 8-K. As of October 25, 2010, the conversion price for the Preferred Units was an amount equal to (i) the sum of $6.50, divided by (ii) an amount equal to (a) in the event the Unitholder Meeting (as defined in the Form 8-K) occurred prior to December 31, 2011, the volume-weighted average trading price per Common Unit during the 20 consecutive trading days ending on the tenth trading day after the date of the Unitholder Meeting or (b) in the event the Unitholder Meeting did not occur prior to December 31, 2011, the volume-weighted average trading price per Common Unit during the 20 consecutive trading days ending on the tenth trading day after December 31, 2011; provided, however, that in either case the Conversion Price shall be no greater than $6.50 and no lower than $5.50 (in each case, subject to adjustment as provided in the Amended Partnership Agreement (as defined in the Form 8-K)). If not previously redeemed, the Convertible Debenture would have matured on December 31, 2011 and, on such date, all outstanding principal and any accrued and unpaid interest would have automatically converted into Preferred Units. The terms of the Convertible Debenture are described more fully in the Form 8-K. As of October 25, 2010, the number of Preferred Units issuable on conversion of the Convertible Debenture was an amount equal to (i) the sum of the outstanding principal and any accrued and unpaid interest being converted, divided by (ii) $6.50. As of October 25, 2010, these securities were owned directly by Charlesbank Holding. This form is jointly filed by Charlesbank Holding, Charlesbank Equity Fund VII, Limited Partnership ("Fund VII"), Charlesbank Equity Fund VII GP, Limited Partnership ("Equity VII GP") and Charlesbank Capital Partners, LLC ("Charlesbank"). Fund VII is the manager of Charlesbank Holding and may be deemed to indirectly beneficially own the securities of the Issuer held by Charlesbank Holding but disclaims beneficial ownership except to the extent of its pecuniary interest therein. Equity VII GP is the general partner of Fund VII and may be deemed to indirectly beneficially own the securities of the Issuer held by Fund VII but disclaims beneficial ownership except to the extent of its pecuniary interest therein. Charlesbank is the general partner of Equity VII GP and therefore may be deemed to indirectly beneficially own the securities of the Issuer held by Equity VII GP, but disclaims beneficial ownership except to the extent of its pecuniary interest therein. Charlesbank serves as the investment advisor to Fund VII and the investment adviser or general partner to certain other affiliated funds that have a pecuniary interest in the securities of the Issuer owned by Charlesbank Holding but do not control Charlesbank Holding. /s/ Jon M. Biotti, Jon M. Biotti, Managing Director of CB-Blueknight, LLC 2016-09-27 /s/ Jon M. Biotti, Jon M. Biotti, Managing Director of Charlesbank Capital Partners, LLC, general partner of Charlesbank Equity Fund VII GP, Limited Partnership, general partner of Charlesbank Equity Fund VII 2016-09-27 /s/ Jon M. Biotti, Jon M. Biotti, Managing Director of Charlesbank Capital Partners, LLC, general partner of Charlesbank Equity Fund VII GP, Limited Partnership 2016-09-27 /s/ Jon M. Biotti, Jon M. Biotti, Managing Director of Charlesbank Capital Partners, LLC 2016-09-27