As filed with the Securities and Exchange Commission on March 5, 2015.
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
BLUEKNIGHT ENERGY PARTNERS, L.P.
(Exact name of registrant as specified in its charter)
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Delaware
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20-8536826
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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201 NW 10th, Suite 200
Oklahoma City, Oklahoma 73103
(Address of principal executive offices, including zip code)
Blueknight Energy Partners G.P., L.L.C. Long-Term Incentive Plan
(Full title of the plan)
Chris A. Paul
Blueknight Energy Partners, L.P.
201 NW 10th, Suite 200
Oklahoma City, Oklahoma 73103
(Name and address of agent for service)
(405) 278-6400
(Telephone number, including area code, of agent for service)
Copy to:
Douglass M. Rayburn
Baker Botts L.L.P.
2001
Ross Avenue
Dallas, Texas 75201
(214) 953-6500
CALCULATION OF REGISTRATION FEE
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Title of securities
to be registered
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Amount
to be
registered(1)
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Proposed
maximum
offering
price
per share(3)
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Proposed
maximum
aggregate
offering price
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Amount of
registration fee
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Common Units, representing limited partner interests
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1,500,000 units(2)
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$7.34
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$11,010,000
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$1,279.36
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(1)
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Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), common units that may be issuable upon any unit split, unit dividend or similar transaction with respect to these
common units are also being registered hereunder.
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(2)
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Represents common units reserved for issuance under the Blueknight Energy Partners G.P., L.L.C. Long-Term Incentive Plan, as amended and restated effective as of April 29, 2014.
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(3)
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Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) and (h) under the Securities Act based on the average of the high and low prices of the common units as reported
on The Nasdaq Global Select Market on February 26, 2015.
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EXPLANATORY NOTE
This Registration Statement is being filed, in accordance with General Instruction E to Form S-8, solely to register the issuance of an
aggregate of up to 1,500,000 additional common units representing limited partner interests (“Common Units”) of Blueknight Energy Partners, L.P., all of which were authorized pursuant to an amendment and restatement of the Blueknight
Energy G.P., L.L.C. Long-Term Incentive Plan approved by the Board of Directors of Blueknight Energy G.P., L.L.C., the Registrant’s general partner, on April 29, 2014 and the Registrant’s unitholders on June 23, 2014 (as amended
to date, the “Plan”). The Registrant previously filed (i) a Registration Statement on Form S-8 with the Securities and Exchange Commission (the “Commission”) on July 20, 2007 (File No. 333-144737) covering
1,250,000 Common Units authorized for issuance under the Plan and (ii) a Registration Statement on Form S-8 with the Commission on September 26, 2011 (File No. 333-177005) covering an additional 1,350,000 Common Units authorized for
issuance under the Plan (the “Prior Registration Statements”). Except as supplemented by the information set forth herein, the contents of the Prior Registration Statements are incorporated herein by reference.
PART II
Item 3. Incorporation of Documents by Reference.
Except to the extent that information is deemed furnished and not filed pursuant to securities laws and regulations, the Registrant hereby
incorporates by reference the following documents filed by it with the Commission:
(1) the Registrant’s Annual Report on Form 10-K
for the fiscal year ended December 31, 2013, filed on March 12, 2014;
(2) the Registrant’s Quarterly Reports on Form 10-Q
for the quarters ended March 31, 2014, June 30, 2014 and September 30, 2014, filed on May 7, 2014, August 6, 2014 and November 6, 2014, respectively;
(3) the Registrant’s Current Reports on Form 8-K filed with the SEC on filed on April 4, 2014, June 24,
2014, June 27, 2014, September 2, 2014, September 15, 2014, September 17, 2014 and January 26, 2015; and
(4) the description of the Registrant’s common units contained in the Registrant’s Registration Statement on Form 8-A/A, filed on
September 14, 2011, and any subsequent amendment or report filed for the purpose of updating such descriptions.
All documents filed
by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment to
this Registration Statement that indicates that all securities offered hereby have been sold or that deregisters all securities then remaining unsold, shall be deemed to be incorporated in this Registration Statement by reference and to be a part
hereof from the date of filing of such documents.
Any statement contained in this Registration Statement, in an amendment hereto or in a
document incorporated by reference herein shall be deemed modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein, in any subsequently filed supplement to this
II-1
Registration Statement or any document that is also incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as
so modified or superseded, to constitute a part of this Registration Statement.
Item 8. Exhibits.
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4.1
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Amended and Restated Certificate of Limited Partnership of Blueknight Energy Partners, L.P. (the “Partnership”), dated November 19, 2009 but effective as of December 1, 2009 (filed as Exhibit 3.1 to the
Partnership’s Current Report on Form 8-K, filed November 25, 2009, and incorporated herein by reference).
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4.2
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Fourth Amended and Restated Agreement of Limited Partnership of the Partnership, dated September 14, 2011 (filed as Exhibit 3.1 to the Partnership’s Current Report on Form 8-K, filed September 14, 2011, and incorporated
herein by reference).
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4.3
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Amended and Restated Certificate of Formation of Blueknight Energy Partners G.P., L.L.C., dated November 20, 2009 but effective as of December 1, 2009 (filed as Exhibit 3.2 to the Partnership’s Current Report on Form 8-K,
filed November 25, 2009, and incorporated herein by reference).
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4.4
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Second Amended and Restated Limited Liability Company Agreement of Blueknight Energy Partners G.P., L.L.C., dated December 1, 2009 (filed as Exhibit 3.2 to the Partnership’s Current Report on Form 8-K, filed December 7,
2009, and incorporated herein by reference).
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4.5
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Blueknight Energy Partners G.P., L.L.C. Long-Term Incentive Plan (as amended and restated effective April 29, 2014) (filed as Exhibit 10.2 to the Partnership’s Current Report on Form 8-K, filed June 27, 2014, and
incorporated herein by reference).
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5.1
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Opinion of Baker Botts L.L.P.
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23.1
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Consent of PricewaterhouseCoopers LLP.
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23.2
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—
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Consent of Baker Botts L.L.P. (included in Exhibit 5.1).
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24.1
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Power of Attorney (included on the signature page to this Registration Statement).
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing this Registration Statement on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Oklahoma City, State of Oklahoma, on
March 5, 2015.
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BLUEKNIGHT ENERGY PARTNERS, L.P.
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By:
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Blueknight Energy Partners G.P., L.L.C.
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its General Partner
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Date: March 5, 2015
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By:
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/s/ Alex G. Stallings
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Alex G. Stallings
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Chief Financial Officer and Secretary
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Mark A. Hurley, Alex G.
Stallings and Chris A. Paul, and each of them, any of whom may act without the joinder of the other, as his lawful attorneys-in-fact and agents, with full power or substitution and resubstitution for him in any and all capacities, to sign and file
any and all amendments to this Registration Statement on Form S-8, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, it being understood that said
attorneys-in-fact
and agents, and each of them, shall have full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, and that each of the undersigned hereby ratifies and confirms all that said attorneys-in-fact as agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the
following persons in the capacities and on the date indicated.
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Signature
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Title
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Date
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/s/ Mark A.
Hurley
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Chief Executive Officer
(Principal Executive Officer)
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Mark A. Hurley
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March 5, 2015
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/s/ Alex G.
Stallings
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Chief Financial Officer and Secretary
(Principal Financial Officer)
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Alex G. Stallings
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March 5, 2015
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/s/ James R.
Griffin
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Chief Accounting Officer
(Principal Accounting Officer)
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James R. Griffin
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March 5, 2015
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/s/ Duke R.
Ligon
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Director
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Duke R. Ligon
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March 5, 2015
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/s/ Steven M.
Bradshaw
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Director
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Steven M. Bradshaw
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March 5, 2015
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/s/ John A.
Shapiro
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Director
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John A. Shapiro
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March 5, 2015
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/s/ M.A. Loya
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Director
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M.A. Loya
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March 5, 2015
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/s/ Michael R.
Eisenson
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Director
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Michael R. Eisenson
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March 5, 2015
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/s/ Jon M.
Biotti
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Director
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Jon M. Biotti
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March 5, 2015
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/s/ Francis
Brenner
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Director
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Francis Brenner
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March 5, 2015
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EXHIBIT INDEX
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4.1
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Amended and Restated Certificate of Limited Partnership of Blueknight Energy Partners, L.P. (the “Partnership”), dated November 19, 2009 but effective as of December 1, 2009 (filed as Exhibit 3.1 to the
Partnership’s Current Report on Form 8-K, filed November 25, 2009, and incorporated herein by reference).
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4.2
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Fourth Amended and Restated Agreement of Limited Partnership of the Partnership, dated September 14, 2011 (filed as Exhibit 3.1 to the Partnership’s Current Report on Form 8-K, filed September 14, 2011, and incorporated
herein by reference).
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4.3
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Amended and Restated Certificate of Formation of Blueknight Energy Partners G.P., L.L.C., dated November 20, 2009 but effective as of December 1, 2009 (filed as Exhibit 3.2 to the Partnership’s Current Report on Form 8-K,
filed November 25, 2009, and incorporated herein by reference).
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4.4
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Second Amended and Restated Limited Liability Company Agreement of Blueknight Energy Partners G.P., L.L.C., dated December 1, 2009 (filed as Exhibit 3.2 to the Partnership’s Current Report on Form 8-K, filed December 7,
2009, and incorporated herein by reference).
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4.5
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Blueknight Energy Partners G.P., L.L.C. Long-Term Incentive Plan (as amended and restated effective April 29, 2014) (filed as Exhibit 10.2 to the Partnership’s Current Report on Form 8-K, filed June 27, 2014, and
incorporated herein by reference).
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5.1
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Opinion of Baker Botts L.L.P.
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23.1
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Consent of PricewaterhouseCoopers LLP.
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23.2
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Consent of Baker Botts L.L.P. (included in Exhibit 5.1).
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24.1
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Power of Attorney (included on the signature page to this Registration Statement).
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Exhibit 5.1
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2001 ROSS AVENUE
DALLAS, TEXAS
75201-2980
TEL +1
214.953.6500
FAX +1
214.953.6503
BakerBotts.com
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AUSTIN
BEIJING
BRUSSELS
DALLAS
DUBAI
HONG KONG
HOUSTON
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LONDON
MOSCOW
NEW YORK
PALO ALTO
RIO DE JANEIRO
RIYADH
WASHINGTON
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March 5, 2015
Blueknight
Energy Partners, L.P.
201 NW 10th, Suite 200
Oklahoma City,
Oklahoma 73103
Ladies and Gentlemen:
We
have acted as counsel to Blueknight Energy Partners, L.P., a Delaware limited partnership (the “Partnership”), and Blueknight Energy Partners G.P., L.L.C., a Delaware limited liability company and the general partner of the Partnership
(the “General Partner”), with respect to certain legal matters in connection with the Registration Statement on Form
S-8
(the “Registration Statement”) to be filed by the Partnership with
the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to 1,500,000 additional common units representing limited partner interests of the
Partnership (the “Common Units”) that may be issued pursuant to the General Partner’s Long-Term Incentive Plan (as amended to date, the “Plan”). At your request, this opinion is being furnished to you for filing as
Exhibit 5.1 to the Registration Statement.
In our capacity as your counsel in the connection referred to above, we have examined the
Plan, the Partnership’s Fourth Amended and Restated Agreement of Limited Partnership and the Partnership’s Amended and Restated Certificate of Limited Partnership, each as amended to date, and originals, or copies certified or otherwise
identified, of partnership records of the Partnership, including minute books of the Partnership as furnished to us by the Partnership, statutes (including the Revised Uniform Limited Partnership Act of the State of Delaware) and other instruments
and documents as we deemed necessary or advisable as a basis for the opinions hereinafter expressed.
In giving the opinion set forth
below, we have relied, without independent investigation or verification, to the extent we deemed appropriate, upon the certificates, statements or other representations of officers or other representatives of the Partnership and public officials,
with respect to the accuracy of the factual matters contained in or covered by such certificates, statements or representations. In making our examination, we have assumed that all signatures on all documents examined by us are genuine, that all
documents submitted to us as originals are authentic and complete, that all documents submitted to us as copies are true and correct copies of the originals thereof and that all information submitted to us was accurate and complete.
Based upon the foregoing, and subject to the assumptions, qualifications, limitations and exceptions herein set forth, we are of the opinion
that, when issued and sold from time to time in accordance with the provisions of the Plan and otherwise in accordance with the terms and conditions of the applicable award, including, if applicable the lapse of any restrictions relating thereto,
the satisfaction of any performance conditions associated therewith and any requisite determinations by or pursuant to the authority of the Board of Directors of the General Partner or a duly constituted and acting committee thereof as provided
therein, the Common Units will be duly authorized by all necessary partnership action on the part of the Partnership, validly issued, fully paid and nonassessable.
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Blueknight Energy Partners, L.P.
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- 2 -
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March 5, 2015
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This opinion is limited to the original issuance of Common Units by the Partnership and does not
cover Common Units delivered by the Partnership out of Common Units reaquired by it.
The opinion set forth above is limited in all
respects to the Revised Uniform Limited Partnership Act of the State of Delaware and federal laws of the United States, in each case as in effect on the date hereof, and no opinion is expressed herein as to matters governed by the law of any other
jurisdiction.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do
not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.
Very truly yours,
/s/ Baker Botts L.L.P.