As filed with the Securities and Exchange Commission on March 4, 2021
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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
(State or Other Jurisdiction
of Incorporation or Organization)
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20-8536826
(I.R.S. Employer
Identification No.)
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6060 American Plaza, Suite 600
Tulsa, Oklahoma 74135
(918) 237-4000
(Address of Principal Executive Offices, Zip Code)
Blueknight Energy Partners G.P., L.L.C. Long-Term Incentive Plan
(Full title of the Plan)
Joel W. Kanvik
Chief Legal Officer and Secretary
6060 American Plaza, Suite 600
Tulsa, Oklahoma 74135
(918) 237-4000
(Name and address, including zip code, and telephone number, including area code, of agent for service)
___________________________________________
Copy to:
Douglass M. Rayburn
Gibson, Dunn & Crutcher LLP
2001 Ross Avenue, Suite 2100
Dallas, Texas 75201
(214) 698-3100
___________________________________________
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated filer
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☑
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Smaller reporting company
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☑
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Emerging growth company
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☐
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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 7(a)(2)(B) of the Securities Act. ☐
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CALCULATION OF REGISTRATION FEE
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Title of Securities to be Registered
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Amount
to be
Registered(1)(2)
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Proposed
Maximum
Offering Price
Per Unit(3)
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Proposed
Maximum
Aggregate
Offering Price(3)
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Amount of
Registration Fee(3)
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Common Units
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4,000,000
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$2.27
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$9,080,000
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$990.63
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(1)
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In addition to the number of common units (the “Common Units”) of Blueknight Energy Partners, L.P. (the “Partnership”) set forth in the above table, this Registration Statement on Form S-8 (this “Registration Statement”) covers an indeterminate number of options and other rights to acquire Common Units, to be granted pursuant to the Blueknight Energy Partners G.P., L.L.C. Long-Term Incentive Plan (as amended and restated, the “Plan”).
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(2)
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Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers any additional securities that may from time to time be offered or issued in respect of the securities registered by this Registration Statement to prevent dilution as a result of any unit dividend, unit split, recapitalization or other similar transaction pursuant to the terms of the Plan.
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(3)
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Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and Rule 457(h) under the Securities Act, based upon the average of the high and low prices of a Common Unit reported on the Nasdaq Global Market on March 1, 2021.
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REGISTRATION OF ADDITIONAL SECURITIES
This Registration Statement is being filed by the Partnership pursuant to General Instruction E of Form S-8 under the Securities Act, to register an additional 4,000,000 Common Units for issuance pursuant to the Plan. The board of directors of our general partner, Blueknight Energy Partners G.P., L.L.C., recommended for approval and, on November 23, 2020, the unitholders of the Partnership approved an amendment and restatement of the Plan that increased the number of Common Units available for issuance under the Plan from 4,100,000 to 8,100,000.
In accordance with General Instruction E to Form S-8, and except as the same may be modified by the information set forth in this Registration Statement, the Partnership hereby incorporates by reference the original Registration Statement on Form S-8 filed by the Partnership with the Securities and Exchange Commission (the “Commission”) on July 20, 2007 (File No. 333-144737), the additional Registration Statement on Form S-8 filed by the Partnership with the Commission on September 26, 2011 (File No. 333-177005) and the additional Registration Statement on Form S-8 filed by the Partnership with the Commission on March 5, 2015 (File No. 333-202537).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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Item 3.
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Incorporation of Documents by Reference.
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The following documents, previously filed by the Partnership with the Commission, are incorporated by reference herein and shall be deemed to be a part hereof:
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the Quarterly Reports on Form 10-Q for the fiscal quarter ended March 31, 2020, filed on May 7, 2020, for the quarter ended June 30, 2020 filed on August 6, 2020, and for the quarter ended September 30, 2020 filed on November 5, 2020;
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●
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the Current Reports on Form 8-K filed on January 6, 2020, January 13, 2020, May 15, 2020, June 22, 2020, August 5, 2020, August 10, 2020 and November 23, 2020, December 21, 2020, January 14, 2021, February 1, 2021, and March 1, 2021; and
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In addition, all documents subsequently filed by the Partnership pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, excluding any information furnished under Item 2.02 or Item 7.01 of any Current Report on Form 8-K and corresponding information furnished under Item 9.01 or included as an exhibit, prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all such securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated by reference herein shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
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Exhibit No.
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Exhibit Description
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____________
*Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Act, the Partnership certifies that it has reasonable grounds to believe that it meets all of the requirements for filing 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 Tulsa, State of Oklahoma, on March 4, 2021.
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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.
Its General Partner
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By:
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/s/ Matthew R. Lewis
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Name:
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Matthew R. Lewis
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Title:
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Chief Financial Officer
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints D. Andrew Woodward, Matthew R. Lewis and Joel W. Kanvik, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Registration Statement, including post-effective amendments, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such attorney-in-fact and agent full power and authority to do so 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 or she might or could do in person, hereby ratifying and confirming all that such attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, 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/ D. Andrew Woodward
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Chief Executive Officer
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March 4, 2021
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D. Andrew Woodward
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(Principal Executive Officer)
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/s/ Matthew R. Lewis
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Chief Financial Officer
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March 4, 2021
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Matthew R. Lewis
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(Principal Financial Officer)
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/s/ Michael McLanahan
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Chief Accounting Officer
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Michael McLanahan
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(Principal Accounting Officer)
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March 4, 2021
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/s/ Duke R. Ligon
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Duke R. Ligon
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Chairman of the Board
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March 4, 2021
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/s/ Steven M. Bradshaw
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Steven M. Bradshaw
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Director
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March 4, 2021
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/s/ John A. Shapiro
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John A. Shapiro
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Director
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March 4, 2021
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/s/ W.R. “Lee” Adams
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W.R. “Lee” Adams
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Director
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March 4, 2021
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/s/ Edward Drew Brooks
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Edward Drew Brooks
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Director
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March 4, 2021
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/s/ Joel D. Pastorek
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Joel D. Pastorek
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Director
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March 4, 2021
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/s/ Robert H. Lampton
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Robert H. Lampton
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Director
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March 4, 2021
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/s/ William W. Lampton
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William W. Lampton
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Director
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March 4, 2021
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Exhibit 5.1
March 4, 2021
Blueknight Energy Partners, L.P.
6060 American Plaza, Suite 600
Tulsa, OK 74135
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Re:
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Blueknight Energy Partners, L.P. Registration Statement on Form S-8
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Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 (the “Registration Statement”) of Blueknight Energy Partners, L.P., a Delaware limited partnership (the “Partnership”), to be filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), in connection with the offering by the Partnership of up to 4,000,000 common units of the Partnership (the “Units”), under the Blueknight Energy Partners G.P., L.L.C. Long-Term Incentive Plan (as amended and restated, the “Plan”).
We have examined the originals, or photostatic or certified copies, of such records of the Partnership and certificates of officers of the Partnership and of public officials and such other documents as we have deemed relevant and necessary as the basis for the opinions set forth below. In our examination, we have assumed the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as copies. We have also assumed that there are no agreements or understandings between or among the Partnership and any participants in the Plan that would expand, modify or otherwise affect the terms of the Plan or the respective rights or obligations of the participants thereunder. Finally, we have assumed the accuracy of all other information provided to us by the Partnership during the course of our investigations, on which we have relied in issuing the opinion expressed below.
Based upon the foregoing examination and in reliance thereon, and subject to the qualifications, assumptions and limitations stated herein and in reliance on the statements of fact contained in the documents that we have examined, we are of the opinion that the Units, when issued and sold in accordance with the terms set forth in the Plan, as applicable, and against payment therefor in accordance with the terms of the form of agreement documenting the awards under which the Units may be issued, and when the Registration Statement has become effective under the Securities Act, will be validly issued, fully paid and non-assessable.
We render no opinion herein as to matters involving the laws of any jurisdiction other than the Delaware Revised Uniform Limited Partnership Act (the “Act”). We are not admitted to practice in the State of Delaware; however, we are generally familiar with the Act as currently in effect and have made such inquiries as we consider necessary to render the opinions above. This opinion is limited to the effect of the current state of the Act and the facts as they currently exist. We assume no obligation to revise or supplement this opinion in the event of future changes in such law or the interpretations thereof or such facts.
We consent to the filing of this opinion as an exhibit to the Registration Statement, and we further consent to the use of our name under the caption “Legal Matters” in the Registration Statement and the prospectus that forms a part thereof. In giving these consents, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission.
Very truly yours,
/s/ Gibson Dunn & Crutcher LLP
