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