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