Schedule 13D/A

0000950123-11-027396.txt : 20110321 0000950123-11-027396.hdr.sgml : 20110321 20110321172447 ACCESSION NUMBER: 0000950123-11-027396 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20110321 DATE AS OF CHANGE: 20110321 GROUP MEMBERS: CUSHING MLP ASSET MANAGEMENT, LP GROUP MEMBERS: JERRY V. SWANK GROUP MEMBERS: SWANK CAPITAL, L.L.C. SUBJECT COMPANY: 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: 1025 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-83211 FILM NUMBER: 11702060 BUSINESS ADDRESS: STREET 1: TWO WARREN PLACE STREET 2: 6120 SOUTH YALE AVENUE, SUITE 500 CITY: TULSA STATE: OK ZIP: 74136 BUSINESS PHONE: (918) 237-4000 MAIL ADDRESS: STREET 1: TWO WARREN PLACE STREET 2: 6120 SOUTH YALE AVENUE, SUITE 500 CITY: TULSA STATE: OK ZIP: 74136 FORMER COMPANY: FORMER CONFORMED NAME: SemGroup Energy Partners, L.P. DATE OF NAME CHANGE: 20070305 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Swank Capital, LLC CENTRAL INDEX KEY: 0001354709 IRS NUMBER: 752868777 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 3300 OAK LAWN AVENUE STREET 2: SUITE 650 CITY: DALLAS STATE: TX ZIP: 75219 BUSINESS PHONE: 214.692.6334 MAIL ADDRESS: STREET 1: 3300 OAK LAWN AVENUE STREET 2: SUITE 650 CITY: DALLAS STATE: TX ZIP: 75219 FORMER COMPANY: FORMER CONFORMED NAME: Swank Group, LLC DATE OF NAME CHANGE: 20060228 SC 13D/A 1 c14437sc13dza.htm SCHEDULE 13D/A Schedule 13D/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 3)*

Blueknight Energy Partners, L.P.

(Name of Issuer)

Common Units

(Title of Class of Securities)

09625U109

(CUSIP Number)

Cushing MLP Asset Management, L.P.
8117 Preston Road, Suite 440
Dallas, Texas 75225

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

- with copies to -

Eliot D. Raffkind
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
1700 Pacific Avenue, Suite 4100
Dallas, Texas 75201-4618
(214) 969-2800

March 17, 2011

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. þ

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No.		09625U109


1	NAMES OF REPORTING PERSONS Swank Capital, L.L.C.


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) þ

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	AF

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Texas

		7	SOLE VOTING POWER

NUMBER OF			0

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			3,516,315

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		10	SHARED DISPOSITIVE POWER

			3,516,315

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	3,516,315

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	16.1%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	OO, HC

Page 2 of 6


CUSIP No.		09625U109


1	NAMES OF REPORTING PERSONS Cushing MLP Asset Management, LP


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) þ

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	AF

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Texas

		7	SOLE VOTING POWER

NUMBER OF			0

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			3,516,315

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		10	SHARED DISPOSITIVE POWER

			3,516,315

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	3,516,315

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	16.1%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	PN, IA

Page 3 of 6


CUSIP No.		09625U109


1	NAMES OF REPORTING PERSONS Jerry V. Swank


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) þ

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	AF

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	USA

		7	SOLE VOTING POWER

NUMBER OF			0

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			3,516,315

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		10	SHARED DISPOSITIVE POWER

			3,516,315

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	3,516,315

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	16.1%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IN

Page 4 of 6

AMENDMENT NO. 3 SCHEDULE 13D

This Amendment No. 3 (this “Amendment”) to the Schedule 13D initially filed on January 5, 2010, as subsequently amended on January 28, 2011 and again on March 3, 2011 (collectively, the “Schedule 13D”) is being filed on behalf of Swank Capital, L.L.C., a Texas limited liability company (“Swank Capital”), Cushing MLP Asset Management, LP, a Texas limited partnership (“MLP Advisors”), and Mr. Jerry V. Swank, the principal of Swank Capital and MLP Advisors, relating to Common Units (the “Common Units”) of Blueknight Energy Partners, L.P., a Delaware limited partnership (the “Issuer”). Capitalized terms used herein but not defined have the respective meanings given to them in the Schedule 13D.

Item 4 of the Schedule 13D is hereby supplemented as follows:


Item 4.		Purpose of Transaction

Item 6 is hereby incorporated by reference.

Item 6 of the Schedule 13D is hereby amended as follows:


Item 6.		Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Swank Capital has entered into that certain Amendment to Non-Disclosure Agreement dated March 17, 2011, among Blueknight Energy Partners (“Blueknight”), L.P, Blueknight Energy Partners G.P., L.L.C. (“Blueknight GP”) and Swank Capital, LLC, a copy of which is included as Exhibit 99.5 to this Amendment, by which Swank Capital has amended the Non-Disclosure Agreement dated March 3, 2011, among Blueknight, Blueknight GP and Swank Capital, which was previously disclosed in the Schedule 13D, to provide that (i) Swank Capital, Blueknight, Blueknight GP and certain other parties have scheduled a second meeting between the parties to discuss the refinancing and recapitalization of Blueknight (the “Second Refinancing Meeting”) and (ii) Swank Capital agrees to refrain from trading in the securities of Blueknight or its affiliates without the prior written consent of Blueknight for a period of 30 days’ from the Second Refinancing Meeting.

Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.

Item 7 of the Schedule 13D is hereby supplemented as follows:


Item 7.		Material to be Filed as Exhibits


Exhibit 99.5		Amendment to Non-Disclosure Agreement dated March 17, 2011, among Blueknight Energy Partners, L.P, Blueknight Energy Partners G.P., L.L.C. and Swank Capital, LLC.

Page 5 of 6

Signature

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: March 21, 2011


	SWANK CAPITAL, L.L.C.
	By:	/s/ Jerry V. Swank
		Jerry V. Swank
		Managing Member

	CUSHING MLP ASSET MANAGEMENT, LP
	By:	Swank Capital, L.L.C., its general partner

	By:	/s/ Jerry V. Swank
		Jerry V. Swank
		Managing Member

	/s/ Jerry V. Swank
	Jerry V. Swank

Page 6 of 6

EX-99.5 2 c14437exv99w5.htm EXHIBIT 99.5 Exhibit 99.5

Exhibit 99.5 — Amendment to Non-Disclosure Agreement

AMENDMENT TO NON-DISCLOSURE AGREEMENT

This Amendment to Non-Disclosure Agreement (this “Amendment”) is entered into on March _____, 2011, by and among Blueknight Energy Partners, L.P., a Delaware limited partnership (“Blueknight”), and Blueknight Energy Partners G.P., L.L.C., a Delaware limited liability company (the “General Partner”), on the one hand, and Swank Capital, LLC (“Receiving Party”), on the other hand.

RECITALS

WHEREAS, Blueknight, the General Partner and Receiving Party entered into that certain Non-Disclosure Agreement effective as of March 3, 2011 (the “NDA”; capitalized terms used but not defined herein shall have the meanings given such terms in the NDA); and

WHEREAS, in accordance with Section 5(d) of the NDA, Blueknight, the General Partner and Receiving Party desire to amend the NDA in certain respects.

NOW THEREFORE, in consideration of the mutual promises contained in this Amendment, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

Section 1. Amendment.

1.1 Section 4(b) of the NDA is hereby amended by adding the following sentences at the end of such section:

“The parties agree that on March 22, 2011, representatives of the parties intend to meet with each other as well as certain other limited partners of Blueknight to discuss the refinancing and recapitalization of Blueknight (the “Second Refinancing Meeting”). The parties further agree that any and all provisions and agreements set forth in this Section 4(b) shall apply to the Second Refinancing Meeting in the same manner as such provisions and agreements apply to the Refinancing Meeting in all respects.”

1.2 Section 4(c) of the NDA is hereby amended by deleting the words “twenty (20) days” from such section and replacing such words with “thirty (30) days” in such section.

1.3 Section 4(d) of the NDA is hereby amended by deleting the words “twentieth (20th) day” from such section and replacing such words with “thirtieth (30th) day” in such section.

Section 2. No Other Amendments.

2.1 Except as expressly modified in this Amendment, the NDA remains in full force and effect.

Section 3. Miscellaneous.

3.1 This Amendment shall be subject to, and construed in accordance with, the laws of the State of New York (excluding its conflicts of laws rules) and applicable federal laws and regulations. This Amendment, together with the NDA, contains the entire agreement and understanding among the parties concerning the subject matter hereof, and supersedes any prior agreements, written or oral, relating to the subject matter hereof. This Amendment may be amended, modified or waived only by a separate writing executed by Blueknight and Receiving Party expressly so amending, modifying or waiving this Amendment. This Amendment may not be transferred or assigned (by operation of law or otherwise) by Receiving Party without the prior written consent of Blueknight, and shall inure to the benefit of and be binding upon the parties hereto and their respective permitted successors and assigns. This Amendment may be executed by facsimile and in any number of counterparts, each of such counterparts shall for all purposes be deemed an original and all such counterparts shall together constitute but one and the same instrument.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned parties have executed this Amendment as of the date first set forth above.


	BLUEKNIGHT ENERGY PARTNERS, L.P. By: Blueknight Energy Partners G.P., L.L.C.
	By:
	Name:		Alex G. Stallings
	Title:		Chief Financial Officer and Secretary

	BLUEKNIGHT ENERGY PARTNERS G.P., L.L.C.
	By:
	Name:		Alex G. Stallings
	Title:		Chief Financial Officer and Secretary

	SWANK CAPITAL, LLC
	By:
	Name:		Jerry V. Swank
	Title:		Managing Member