0001140361-11-017896.txt : 20110321 0001140361-11-017896.hdr.sgml : 20110321 20110321170823 ACCESSION NUMBER: 0001140361-11-017896 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20110321 DATE AS OF CHANGE: 20110321 GROUP MEMBERS: CHRISTOPHER PUCILLO GROUP MEMBERS: SOLUS GP LLC 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: 11701893 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: Solus Alternative Asset Management LP CENTRAL INDEX KEY: 0001407737 IRS NUMBER: 260173326 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 430 PARK AVENUE CITY: NEW YORK, NY STATE: NY ZIP: 10022 BUSINESS PHONE: 212-284-4300 MAIL ADDRESS: STREET 1: 430 PARK AVENUE CITY: NEW YORK, NY STATE: NY ZIP: 10022 SC 13D/A 1 formsc13da.htm SOLUS ALTERNATIVE ASSET MANAGEMENT SC 13D A #4 3-21-2011 (BLUEKNIGHT) formsc13da.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*


Blueknight Energy Partners, L.P.
(Name of Issuer)

Common Units
(Title of Class of Securities)

09625U109
(CUSIP Number)
 
  Solus Alternative Asset Management LP
  430 Park Avenue, 9th Floor
  New York, New York 10022
  Attention: Colette Klisivitch,
    Chief Compliance Officer
     
  With a copy to:
   
  Herrick, Feinstein LLP
  2 Park Avenue
  New York, NY 10016
  Attention: Patrick D. Sweeney, Esq.
 
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

March 21, 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.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-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).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

 
 
 
 
CUSIP No. 09625U109
 
1.
Name of Reporting Persons: Solus Alternative Asset Management LP
 
   
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)
o
 
(b)
x
 
3.
SEC Use Only
 
4.
Source of Funds:  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
 
Delaware
 
Number of Shares Beneficially by Owned by Each Reporting Person With
7.
Sole Voting Power:   0
   
8.
Shared Voting Power: 1,570,000 (1)
   
9.
Sole Dispositive Power: 0
   
10.
Shared Dispositive Power: 1,570,000 (1)
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person: 1,570,000 (1)
 
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): 7.2% (2)
 
14.
Type of Reporting Person (See Instructions): IA

(1) These Common Units are directly owned by certain entities under management by Solus Alternative Asset Management LP (“Solus”).  Solus may be deemed the beneficial owner of such Common Units on the basis of that management relationship.

(2) Based upon a total of 21,727,724 common units outstanding as of November 5, 2010 as reported on the Issuer’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2010.
 
 
 
 

CUSIP No. 09625U109
 
15.
Name of Reporting Persons: Solus GP LLC
 
   
16.
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)
o
 
(b)
x
 
17.
SEC Use Only
 
18.
Source of Funds:  AF
 
19.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
 
20.
Citizenship or Place of Organization
 
Delaware
 
Number of Shares Beneficially by Owned by Each Reporting Person With
21.
Sole Voting Power:   0
   
22.
Shared Voting Power: 1,570,000 (1)
   
23.
Sole Dispositive Power: 0
   
24.
Shared Dispositive Power: 1,570,000 (1)
 
25.
Aggregate Amount Beneficially Owned by Each Reporting Person: 1,570,000 (1)
 
26.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): o
 
27.
Percent of Class Represented by Amount in Row (11): 7.2% (2)
 
28.
Type of Reporting Person (See Instructions): OO

(1) These Common Units are directly owned by certain entities under management by Solus Alternative Asset Management LP (“Solus”).  Solus may be deemed the beneficial owner of such Common Units on the basis of that management relationship.  Solus GP LLC, as the general partner of Solus may also be deemed the beneficial owner of such Common Units.

(2) Based upon a total of 21,727,724 common units outstanding as of November 5, 2010 as reported on the Issuer’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2010.
 
 
 
 

CUSIP No. 09625U109
 
29.
Name of Reporting Persons: Christopher Pucillo
 
   
30.
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)
o
 
(b)
x
 
31.
SEC Use Only
 
32.
Source of Funds:  AF
 
33.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
 
34.
Citizenship or Place of Organization
 
United States of America
 
Number of Shares Beneficially by Owned by Each Reporting Person With
35.
Sole Voting Power:   0
   
36.
Shared Voting Power: 1,570,000 (1)
   
37.
Sole Dispositive Power: 0
   
38.
Shared Dispositive Power: 1,570,000 (1)
 
39.
Aggregate Amount Beneficially Owned by Each Reporting Person: 1,570,000 (1)
 
40.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): o
 
41.
Percent of Class Represented by Amount in Row (11): 7.2% (2)
 
42.
Type of Reporting Person (See Instructions): IN

(1) These Common Units are directly owned by certain entities under management by Solus Alternative Asset Management LP (“Solus”).  Solus may be deemed the beneficial owner of such Common Units on the basis of that management relationship.  Solus GP LLC (“Solus GP”), as the general partner of Solus, and Christopher Pucillo, as the managing member of Solus GP may also each be deemed the beneficial owner of such Common Units.

(2) Based upon a total of 21,727,724 common units outstanding as of November 5, 2010 as reported on the Issuer’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2010.
 
 
 
 

This Amendment No. 4 (this “Amendment”) reflects changes to the information in the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on January 12, 2011 by Solus Alternative Asset Management LP (“Solus”) a Delaware limited partnership registered with the SEC, Solus GP LLC (“Solus GP”), a Delaware limited liability company, which serves as the general partner to Solus, and Christopher Pucillo (“Pucillo”, and together with Solus and Solus GP, the “Reporting Persons”), the managing member of Solus GP, relating to the Common Units of Blueknight Energy Partners, L.P. (the “Issuer”), as amended and/or supplemented by Amendment No. 1 to the Schedule 13D filed on Janaury 20, 2011 by the Reporting Persons with the SEC, as further amended and/or supplemented by Amendment No. 2 to Schedule 13D filed on February 2, 2011, and as further amended and/or supplemented by Amendment No. 3 to Schedule 13D filed on March 4, 2011 by the Reporting Persons with the SEC (as amended, the "Schedule 13D").  Each capitalized term used and not defined in this Amendment shall have the meaning assigned to such term in the Schedule 13D.  Except as otherwise provided herein, each item of the Schedule 13D remains unchanged.

Item 4.  Purpose of Transaction.

Item 4 of the Schedule 13D is hereby amended by deleting the first sentence of the fifth paragraph thereof.

Item 4 of the Schedule 13D is hereby further amended by inserting the following after the seventh paragraph thereof:

As described in Item 6 below, on March 21, 2011, Solus entered into an Amendment to Non-Disclosure Agreement (the “NDA Amendment”) with the Issuer and the General Partner, a copy of which is filed as Exhibit 99.7 hereto and is incorporated herein by reference.  The NDA Amendment was entered into in anticipation of a second meeting to be held on March 22, 2011 among the Issuer, General Partner, Solus and other major investors of the Issuer, to discuss the refinancing and recapitalization of Blueknight (the “Second Refinancing Meeting”).  Pursuant to the NDA Amendment, Solus agreed, among other things, that its obligations under the NDA extend to the Second Refinancing Meeting.

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

Item 6 of the Schedule 13D is hereby amended by deleting the first two paragraphs thereof in their entirety and replacing them with the following:

In anticipation of the Refinancing Meeting, effective as of March 1, 2011, Solus entered into the NDA with Issuer and the General Partner, pursuant to which Solus agreed, among other things, to maintain confidential certain non-public information pertaining to the Issuer and its affiliates made available to Solus. On March 21, 2011, Solus entered into the NDA Amendment in anticipation of the Second Refinancing Meeting, pursuant to which Solus agreed, among other things, that its obligations to maintain confidential certain non-public information pertaining to the Issuer and its affiliates made available to Solus extend to the Second Refinancing Meeting.

In addition, under the NDA Solus agreed that for a period of twenty (20) days from the date of the Refinancing Meeting, unless Issuer specifically consents in writing, Solus and its controlled affiliates will not, directly or indirectly, effect or seek, offer or propose (whether publicly or otherwise) to effect, or cause or participate in or in any way assist any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in, any sale (including any short-sale) or acquisition of any equity securities (or beneficial ownership thereof) or acquisition of assets of the Issuer or its controlled affiliates.  Under the NDA Amendment this period was extended to thirty (30) days from the date of the Refinancing Meeting.

 
 
 

Item 7.  Material to Be Filed as Exhibits

Exhibit No.
Description
   
99.1
Joint Filing Agreement, dated as of January 12, 2011, by and among Solus Alternative Asset Management LP, Solus GP LLC and Christopher Pucillo (incorporated herein by reference to Exhibit 99.1 to the Schedule 13D filed on January 12, 2011 by the Reporting Persons with the SEC)
   
99.2
Letter to Blueknight Energy Partners, L.P., dated January 12, 2011 (incorporated herein by reference to Exhibit 99.2 to the Schedule 13D filed on January 12, 2011 by the Reporting Persons with the SEC)
   
99.3
Letter to Solus Alternative Asset Management LP, dated January 18, 2011 (incorporated herein by reference to Exhibit 99.1 to the Current Report on Form 8-K filed on January 18, 2011 by the Issuer with the SEC)
   
99.4
Letter to Blueknight Energy Partners, L.P., dated January 19, 2011 (incorporated herein by reference to Exhibit 99.4 to the Schedule 13D filed on January 20, 2011 by the Reporting Persons with the SEC)
   
99.5
Letter to Blueknight Energy Partners, L.P., dated February 2, 2011 (incorporated herein by reference to Exhibit 99.5 to the Schedule 13D filed on February 2, 2011 by the Reporting Persons with the SEC)
   
99.6
Non-Disclosure Agreement, effective as of March 1, 2011, among Blueknight Energy Partners, L.P., Blueknight Energy Parnters G.P., L.L.C. and Solus Alternative Asset Management LP (incorporated herein by reference to Exhibit 99.6 to the Schedule 13D filed on March 4, 2011 by the Reporting Persons with the SEC)
   
Amendment to Non-Disclosure Agreement, dated as of March 21, 2011, among Blueknight Energy Partners, L.P., Blueknight Energy Parnters G.P., L.L.C. and Solus Alternative Asset Management LP (filed herewith)

 
 
 

SIGNATURE

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

In accordance with Rule 13d-4 of the Securities Exchange Act of 1934, each of the persons filing this statement expressly disclaim beneficial ownership of the securities covered by this statement and the filing of this report shall not be construed as an admissions by such persons that they are the beneficial owners of such securities.

Dated:
March 21, 2011
  
   
SOLUS ALTERNATIVE ASSET MANAGEMENT LP
     
   
By: SOLUS GP LLC
     
   
/s/ Christopher Pucillo
   
Christopher Pucillo
   
Managing Member
     
   
SOLUS GP LLC
     
   
/s/ Christopher Pucillo
   
Christopher Pucillo
   
Managing Member
     
     
   
/s/ Christopher Pucillo
   
CHRISTOPHER PUCILLO

 
 EX-99.7 2 ex99_7.htm EXHIBIT 99.7 ex99_7.htm
Exhibit 99.7
 
AMENDMENT TO NON-DISCLOSURE AGREEMENT

This Amendment to Non-Disclosure Agreement (this “Amendment”) is entered into on March 21, 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 Solus Alternative Asset Management LP (“Receiving Party”), on the other hand.
 
R E C I T A L S
 
WHEREAS, Blueknight, the General Partner and Receiving Party entered into that certain Non-Disclosure Agreement effective as of March 1, 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 and restated in its entirety as follows:
 
“(b)           The parties agree that on March 3, 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 “Refinancing Meeting”).  The parties further 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 agree that Receiving Party will not be considered part of a Group for purposes of Blueknight’s partnership agreement with the other limited partners in attendance at the Refinancing Meeting or the Second Refinancing Meeting solely because of Receiving Party’s attendance at the Refinancing Meeting or the Second Refinancing Meeting, as applicable, or any discussions relating to the subject matter thereof that Receiving Party may have on the date of the Refinancing Meeting or the date of the Second Refinancing Meeting with any of the other limited partners in attendance at the Refinancing Meeting or the Second Refinancing Meeting, respectively.  Furthermore, the parties agree that (i) at the Refinancing Meeting and the Second Refinancing Meeting there may be discussion in the nature of offers to compromise the disputed claims made in filings with the Securities and Exchange Commission (including filings made on Schedule 13D), correspondence to the General Partner and Blueknight and/or statements made by Receiving Party or its representatives to the General Partner and Blueknight or their representatives and (ii) all conduct of, or oral statements made by, Blueknight, the General Partner, Receiving Party or their respective representatives at the Refinancing Meeting or the Second Refinancing Meeting that concern prospective settlement of the disputed claims (other than such conduct or statements containing information which (a) is or becomes generally available to the public other than as a result of disclosure by the party receiving the information at the Refinancing Meeting or the Second Refinancing Meeting in breach of this Agreement, (b) was or becomes available to the party receiving the information at the Refinancing Meeting or the Second Refinancing Meeting on a non-confidential basis prior to or after its disclosure at the Refinancing Meeting or the Second Refinancing Meeting from a person who is not known by the party receiving the information at the Refinancing Meeting or the Second Refinancing Meeting to be bound by an obligation to the party disclosing such information at the Refinancing Meeting or the Second Refinancing Meeting to keep such information confidential or (c) is developed independently without use of conduct or statements at the Refinancing Meeting or the Second Refinancing Meeting that concern prospective settlement of the disputed claims and without violating any of the provisions of this Agreement) are inadmissible and may not be used in any subsequent proceeding under applicable federal or state rules of evidence.”
 
 
 

    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:
/s/Alex G. Stallings
 
Name:
Alex G. Stallings
 
Title:
Chief Financial Officer and Secretary
     
     
 
BLUEKNIGHT ENERGY PARTNERS G.P., L.L.C.
     
 
By:
/s/Alex G. Stallings
 
Name:
Alex G. Stallings
 
Title:
Chief Financial Officer and Secretary
     
     
 
SOLUS ALTERNATIVE ASSET MANAGEMENT LP
     
     
 
By:
/s/Christopher Bondy
 
Name:
Christopher Bondy
 
Title:
EVP