SEC Form 4 · accession 0001140361-16-080821
Blueknight Energy Partners, L.P. · BKEP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Miguel A. Loya
Director · 10% Owner
Period of report
Oct 25, 2010
Accepted (ET)
Sep 27, 2016 · 4:31 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001392091
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A Preferred UnitsF1,F2,F10 | $6.50 | Oct 25, 2010 | A | 10,769,231 | A | — | — | Common Units | — | 10,769,231 | I |
| Convertible Subordinated DebentureF1,F3,F10,F4 | — | Oct 25, 2010 | A | 0 | A | Dec 31, 2011 | Dec 31, 2011 | Series A Preferred Units | — | 0 | I |
| Subordinated UnitsF5,F6,F1,F10 | — | Nov 12, 2010 | S | 6,285,252 | D | — | — | Common Units | 6,285,252 | 6,285,252 | I |
| Subordinated UnitsF7,F10,F6 | — | Sep 14, 2011 | D | 6,285,252 | D | — | — | Common Units | 6,285,252 | 0 | I |
| Series A Preferred UnitsF8,F10,F2 | $6.50 | Nov 9, 2011 | D | 1,612,747 | D | — | — | Common Units | 1,612,747 | 9,156,484 | I |
| Convertible Subordinated DebentureF9,F10 | — | Nov 9, 2011 | D | 0 | D | Dec 31, 2011 | Dec 31, 2011 | Series A Preferred Units | — | 0 | I |
Explanation of responses
- F1As 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.
- F10The board of directors of Vitol Holding has voting and dispositive power over these securities. The board of directors of Vitol Holding consists of Richard J. Evans and Miguel A. Loya who may be deemed to have voting and dispositive power with respect to and beneficially own the shares held by Vitol Holding as a result of their position on the board of directors; provided, however, that neither of Messrs. Evans and Loya have voting or dispositive power over these shares in their respective individual capacity. Mr. Loya disclaims beneficial ownership of the securities held by Vitol Holding, except to the extent of Mr. Loya's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, Mr. Loya 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.
- F2The 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.
- F3If 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.
- F4The 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.
- F5As 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.
- F6As 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.
- F7As 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.
- F8As 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.
- F9As 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.