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BKEP Blueknight Energy Partners

Filed: 1 Mar 21, 4:38pm

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

Date of report (date of earliest event reported): March 1, 2021

 

BLUEKNIGHT ENERGY PARTNERS, L.P.

(Exact name of Registrant as specified in its charter)

 

DELAWARE

001-33503

20-8536826

(State of incorporation or organization)

(Commission file number)

(I.R.S. employer identification number)

 

6060 American Plaza, Suite 600

Tulsa, Oklahoma 74135

(Address of principal executive offices and zip code)

 

(918) 237-4000

(Registrant’s telephone number, including area code)

 

 

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company [ ]

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

 

 

Securities registered pursuant to Section 12(b) of the Exchange Act:

 

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Units

BKEP

The Nasdaq Global Market

Series A Preferred Units

BKEPP

The Nasdaq Global Market

 

 

 

 

 

 

Item 2.01

Completion of Acquisition or Disposition of Assets.

 

On March 1, 2021, a wholly-owned subsidiary (the “Terminal Seller”) of Blueknight Energy Partners, L.P. (the “Partnership”) consummated the previously disclosed sale of the Partnership’s crude oil terminal business by means of a sale of all of the equity interests in a subsidiary of the Partnership (the “Transaction”) to Enbridge Storage (Cushing) L.L.C. (the “Terminal Buyer”), for $132.0 million in cash (subject to customary adjustments), excluding crude oil linefill and inventory, pursuant to that Membership Interest Purchase Agreement (the “Terminal Purchase Agreement”), dated as of December 18, 2020, by and among the Terminal Seller and the Terminal Buyer.

 

Unaudited pro forma condensed consolidated information of the Partnership to give effect to the Transaction is attached as Exhibit 99.1 to this Current Report and is incorporated by reference herein. 

 

Item 7.01

Other Events.

 

On March 1, 2021, the Partnership issued a press release announcing certain of the matters described in this Current Report on Form 8-K. A copy of this press release is attached hereto as Exhibit 99.2 to this Current Report. The information set forth in this item 7.01 and in Exhibit 99.2 shall not be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

 

Item 9.01

Financial Statements and Exhibits

 

(b)   Pro Forma Financial Information. The unaudited pro forma condensed consolidated financial information of the Partnership is attached as Exhibit 99.1 to this Current Report and is incorporated by reference herein.

 

(d)  Exhibits

 

 

Exhibit Number

 

Description

99.1

 

Unaudited Pro Forma Condensed Consolidated Financial Statements

99.2 Press release dated March 1, 2021

 

 

 

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

 

 

BLUEKNIGHT ENERGY PARTNERS, L.P.

 

 

 

 

 

 

By:

Blueknight Energy Partners G.P., L.L.C.

 

 

 

its General Partner

 

 

 

 

 

 

 

 

Date: March 1, 2021

 

By:

/s/ Matthew R. Lewis

 

 

 

Matthew R. Lewis

Chief Financial Officer