0001140361-16-080815.txt : 20160927
0001140361-16-080815.hdr.sgml : 20160927
20160927162059
ACCESSION NUMBER: 0001140361-16-080815
CONFORMED SUBMISSION TYPE: 4
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: Vitol Holding II S.A.
CENTRAL INDEX KEY: 0001684862
STATE OF INCORPORATION: N4
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-33503
FILM NUMBER: 161904631
BUSINESS ADDRESS:
STREET 1: 5 RUE GOETHE
CITY: 1637 LUXEMBOURG
STATE: N4
ZIP: 00000
BUSINESS PHONE: 442079734209
MAIL ADDRESS:
STREET 1: 5 RUE GOETHE
CITY: 1637 LUXEMBOURG
STATE: N4
ZIP: 00000
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Vitol Refining Group B.V.
CENTRAL INDEX KEY: 0001684640
STATE OF INCORPORATION: P7
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-33503
FILM NUMBER: 161904632
BUSINESS ADDRESS:
STREET 1: K.P. VAN DER MANDELELAAN 130
CITY: 3062 MB ROTTERDAM
STATE: P7
ZIP: 00000
BUSINESS PHONE: 31104987200
MAIL ADDRESS:
STREET 1: K.P. VAN DER MANDELELAAN 130
CITY: 3062 MB ROTTERDAM
STATE: P7
ZIP: 00000
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Vitol Holding B.V.
CENTRAL INDEX KEY: 0001546531
STATE OF INCORPORATION: P7
FISCAL YEAR END: 0131
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-33503
FILM NUMBER: 161904633
BUSINESS ADDRESS:
STREET 1: K.P. VAN DER MANDELELAAN 130
CITY: ROTTERDAM
STATE: P7
ZIP: 3062MB
BUSINESS PHONE: 0104987200
MAIL ADDRESS:
STREET 1: POSTBUS 1546
CITY: ROTTERDAM
STATE: P7
ZIP: 3000BM
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Blueknight Energy Holding, Inc.
CENTRAL INDEX KEY: 0001684386
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-33503
FILM NUMBER: 161904634
BUSINESS ADDRESS:
STREET 1: 2925 RICHMOND AVENUE
STREET 2: 11TH FLOOR
CITY: HOUSTON
STATE: TX
ZIP: 77098
BUSINESS PHONE: 7132301000
MAIL ADDRESS:
STREET 1: 2925 RICHMOND AVENUE
STREET 2: 11TH FLOOR
CITY: HOUSTON
STATE: TX
ZIP: 77098
4
1
doc1.xml
FORM 4
X0306
4
2010-10-25
0
0001392091
Blueknight Energy Partners, L.P.
BKEP
0001684386
Blueknight Energy Holding, Inc.
2925 RICHMOND AVENUE, 11TH FLOOR
HOUSTON
TX
77098
0
0
1
1
Director by Deputization
0001546531
Vitol Holding B.V.
2925 RICHMOND AVENUE, 11TH FLOOR
HOUSTON
TX
77098
0
0
1
1
Director by Deputization
0001684862
Vitol Holding II S.A.
2925 RICHMOND AVENUE, 11TH FLOOR
HOUSTON
TX
77098
0
0
1
1
Director by Deputization
0001684640
Vitol Refining Group B.V.
2925 RICHMOND AVENUE, 11TH FLOOR
HOUSTON
TX
77098
0
0
1
1
Director by Deputization
Series A Preferred Units
6.50
2010-10-25
4
A
0
10769231
6.50
A
Common Units
10769231
D
Convertible Subordinated Debenture
2010-10-25
4
A
0
0
A
2011-12-31
2011-12-31
Series A Preferred Units
0
D
Subordinated Units
2010-11-12
4
S
0
6285252
4.77
D
Common Units
6285252
6285252
D
Subordinated Units
2011-09-14
4
D
0
6285252
0
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 Debenture
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") 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 (the "Convertible Debenture") in the aggregate principal amount of $25 million. The Global Transaction Agreement, and the transactions contemplated thereby, are described more fully in the Form 8-K.
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 ("Common Units") 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.
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.
The number of Preferred Units issuable on conversion of the Convertible Debenture would have been 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 previously disclosed in the Issuer's Form 10-K for the fiscal year ended December 31, 2010, pursuant to the Purchase, Sale & Co-Investment Agreement by and between Charlesbank Holding and 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 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 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 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.
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 Vitol Holding. This form is jointly filed by Vitol Holding, Vitol Refining Group B.V. ("Refining"), Vitol Holding B.V. ("Holding"), and Vitol Holding II, S.A. ("Holding II"). Vitol Holding is wholly owned by Refining, which is wholly owned by Holding, which is wholly owned by Holding II. Accordingly, each of Vitol Holding, Refining, Holding and Holding II may be deemed to share voting and dispositive power over the reported securities, and as a result may also be deemed to be the beneficial owners of these securities.
Each of Refining, Holding and Holding II disclaims beneficial ownership of these securities except to the extent of its pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of Refining, Holding and Holding II states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.
Vitol Holding owns 50% of the equity interests in Blueknight GP Holding, LLC ("GP Holding"), which owns 100% of the outstanding equity interests in the GP. Pursuant to the Amended and Restated Limited Liability Company Agreement of GP Holding, dated as of November 12, 2010, Vitol Holding has the power to designate two directors to the GP's board of directors (the "Board"). Messrs. Miguel A. Loya and Francis Brenner, both of whom are affiliated with Vitol Holding, were appointed by Vitol Holding to the Board. Therefore, Vitol Holding may be deemed a director by deputization.
/s/ Miguel A. Loya, Miguel A. Loya, President of Blueknight Energy Holding, Inc.
2016-09-27
/s/ Guy Richard Skern, Guy Richard Skern, Managing Director of Vitol Refining Group B.V.
2016-09-27
/s/ William Dennis Laneville, William Dennis Laneville, Managing Director of Vitol Holding B.V.
2016-09-27
/s/ Guy Richard Skern, Guy Richard Skern, Managing Director of Vitol Holding B.V.
2016-09-27
/s/ Jonathan Marsh, Jonathan Marsh, Director of Vitol Holding II, S.A.
2016-09-27