0001140361-16-080829.txt : 20160927 0001140361-16-080829.hdr.sgml : 20160927 20160927164946 ACCESSION NUMBER: 0001140361-16-080829 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20101112 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: Charlesbank Equity Fund VII, Limited Partnership CENTRAL INDEX KEY: 0001466186 STATE OF INCORPORATION: MA FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33503 FILM NUMBER: 161904942 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33503 FILM NUMBER: 161904943 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33503 FILM NUMBER: 161904944 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 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33503 FILM NUMBER: 161904945 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 4 1 doc1.xml FORM 4 X0306 4 2010-11-12 0 0001392091 Blueknight Energy Partners, L.P. BKEP 0001684467 CB-Blueknight, LLC 200 CLARENDON STREET FLOOR 54 BOSTON MA 02116 0 0 1 1 Director by Deputization 0001065319 CHARLESBANK CAPITAL PARTNERS LLC 200 CLARENDON STREET, FLOOR 54 BOSOTON MA 02116 0 0 1 1 Director by Deputization 0001531398 Charlesbank Equity Fund VII GP, Limited Partnership 200 CLARENDON STREET, FLOOR 54 BOSTON MA 02116 0 0 1 1 Director by Deputization 0001466186 Charlesbank Equity Fund VII, Limited Partnership 200 CLARENDON STREET, FLOOR 54 BOSTON MA 02116 0 0 1 1 Director by Deputization Subordinated Units 2010-11-12 4 P 0 6285252 4.77 A Common Units 6285252 6285252 D Subordinated Units 2011-09-14 4 D 0 6285252 D Common Units 6285252 0 D Series A Preferred Units 6.50 2011-11-09 4 D 0 1612747 6.50 D Common Units 1612747 9156484 D Convertible Subordinated Debentures 2011-11-09 4 D 0 0 D 2011-12-31 2011-12-31 Series A Preferred Units 0 D As previously disclosed in Blueknight Energy Partners, L.P.'s (the "Issuer") Form 10-K for the fiscal year ended December 31, 2010 (the "2010 Form 10-K"), pursuant to the Purchase, Sale & Co-Investment Agreement by and between CB-Blueknight, LLC ("Charlesbank Holding") and Blueknight Energy Holding, Inc. ("Vitol Holding") dated as of October 21, 2010, on November 12, 2010 Vitol Holding sold 6,285,252 Subordinated Units (the "Subordinated Units") of the Issuer to Charlesbank Holding. As of November 12, 2010 and as of September 14, 2011, the Subordinated Units had no expiration date and were convertible on a one-for-one basis into Common Units representing limited partner interests of the Issuer ("Common Units") at the end of the subordination period, as set forth in the Issuer's Third Amended and Restated Agreement of Limited Partnership, dated as of October 25, 2010, filed with the Securities and Exchange Commission as Exhibit 3.1 to the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on October 25, 2010 (the "Form 8-K"). As previously disclosed in the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on September 14, 2011, the outstanding Subordinated Units were cancelled on September 14, 2011 pursuant to the adoption of the Fourth Amended and Restated Agreement of Limited Partnership of the Issuer. As previously disclosed in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2011 (the "2011 Third Quarter 10-Q"), on November 9, 2011, the Issuer repurchased 1,612,747 of the Series A Preferred Units representing limited partner interests of the Issuer (the "Preferred Units") for an aggregate of $10,608,194.65 (being $6.50 per Preferred Unit and $0.078 per Preferred Unit as a pro-rata distribution amount) from each of Charlesbank Holding and Vitol Holding, after which each of Charlesbank Holding and Vitol Holding retained 9,156,484 Preferred Units. The Preferred Units have no expiration date and are convertible at any time, in whole or in part, on a one-for-one basis into Common Units representing limited partner interests of the Issuer at the holder's election as set forth in the Fourth Amended and Restated Agreement of Limited Partnership of the Issuer, dated September 14, 2011 and filed with the Securities and Exchange Commission as Exhibit 3.1 to the Issuer's Current Report on Form 8-K filed on September 14, 2011. As previously disclosed in the 2011 Third Quarter 10-Q, on November 9, 2011, the Issuer redeemed the Convertible Debenture for a price equal to its face value of $25,000,000, plus the accrued and unpaid interest thereon. If not otherwise redeemed, the Convertible Debenture was to mature on December 31, 2011 and, on such date, all outstanding principal and any accrued and unpaid interest were to automatically convert into Preferred Units. The terms of the Convertible Debenture are described more fully in the Form 8-K. As of each transaction date reported herein, 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. Charlesbank Holding owns 50% of the equity interests in Blueknight GP Holding, LLC ("GP Holding"), which owns 100% of the outstanding equity interests in Blueknight Energy Partners G.P., L.L.C., the general partner of the Issuer (the "GP"). Pursuant to the Amended and Restated Limited Liability Company Agreement of GP Holding, dated as of November 12, 2010, Charlesbank Holding has the power to designate two directors to the GP's board of directors (the "Board"). Messrs. Michael R. Eisenson and Jon M. Biotti, both of whom are affiliated with Charlesbank Holding, were appointed by Charlesbank Holding to the Board on November 12, 2010 as more fully described in the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on November 16, 2010. Therefore, Charlesbank Holding may be deemed a director by deputization. /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