*See Item 5.
Explanatory Note
This Amendment No. 1 (this “Amendment”) reflects changes to the information in the Schedule 13D relating to the Series A Preferred Units (the “Preferred Units”) of Blueknight Energy Partners, L.P., a Delaware master limited partnership (the “Partnership”) filed March 29, 2012 by MSD Capital, L.P., MSD Torchlight, L.P. and Michael S. Dell with the Securities and Exchange Commission (the “Commission”) (the “Schedule 13D”). Unless otherwise indicated, each capitalized term used but not defined in this Amendment shall have the meaning assigned to such term in the Schedule 13D. With the exception of the changes indicated below, the Schedule 13D is unchanged.
Item 2. Identity and Background.
Item 2 of the Schedule 13D is hereby amended and restated in its entirety as follows:
(a) The names of the persons filing this Amendment are MSDC Management, L.P., a Delaware limited partnership (“MSDC”), and MSD Torchlight Partners, L.P., a Delaware limited partnership (“MSD Torchlight”). MSDC and MSD Torchlight are collectively referred to herein as the “Reporting Persons.”
(b) The principal business address of the Reporting Persons is c/o MSDC Management, L.P., 645 Fifth Avenue, 21st Floor, New York, New York 10022.
(c) This Amendment is filed on behalf of each of MSDC and MSD Torchlight. MSD Torchlight is the direct beneficial owner of the Preferred Units covered by this statement. MSDC is the investment manager of, and may be deemed to have or share voting and dispositive power over securities owned by, MSD Torchlight. MSDC Management (GP), LLC (“MSDC GP”) is the general partner of, and may be deemed to have or share voting and dispositive power over securities beneficially owned by, MSDC. Each of Glenn R. Fuhrman, John C. Phelan and Marc R. Lisker is a manager of MSDC GP and may be deemed to have or share voting and/or dispositive power over the securities beneficially owned by MSDC GP. Each of Messrs. Fuhrman, Phelan and Lisker disclaims beneficial ownership of such securities. Each such person other than the Reporting Persons declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this statement.
(d) During the last five years, none of the foregoing entities or persons has been convicted in a criminal proceeding of the type specified in Item 2(d) of Schedule 13D.
(e) During the last five years, none of the foregoing entities or persons has been a party to a civil proceeding of the type specified in Item 2(e) of Schedule 13D.
(f) Each of MSDC and MSD Torchlight is organized under the laws of the State of Delaware.
Item 4. Purpose of Transaction.
Item 4 is hereby amended by adding the following as the new penultimate paragraph:
The Preferred Units are held by a partnership that previously was named MSD Torchlight, L.P. On May 31, 2012, MSD Torchlight, L.P. changed its name to MSD Torchlight Partners, L.P., as part of a reorganization of MSD Torchlight, L.P.’s ownership and management structure (the “Reorganization”). As part of the Reorganization, MSDC became the investment manager of MSD Torchlight, and as a result, became an indirect beneficial owner of the Preferred Units held by MSD Torchlight. In addition, MSD Capital (GP), LLC replaced MSD Capital, L.P. as the general partner of MSD Torchlight. No additional securities of the Partnership have been acquired or disposed of since the filing of the Schedule 13D.
Item 5. Interest in Securities of the Company.
Item 5 (e) is hereby amended and restated in its entirety as follows:
In connection with the Reorganization, Michael S. Dell and MSD Capital, L.P. ceased to be beneficial owners of more than five percent of Preferred Units of the Partnership and as of the date hereof are no longer subject to Section 13(d) or 13(g) with respect to the Preferred Units and are no longer reporting persons in the Schedule 13D.
Item 7. Material to be filed as Exhibits
Exhibit 99.2 Fourth Amended and Restated Agreement of Limited Partnership of Blueknight Energy Partners, L.P., dated September 14, 2011 (incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K filed September 14, 2011 by the Partnership with the Commission)
SIGNATURES
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.
Date: June 8, 2012
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MSDC Management, L.P. |
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By: MSDC Management (GP), LLC |
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Its: General Partner |
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By: /s/ Marc R. Lisker |
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Name: Marc R. Lisker |
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Title: Manager |
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MSD Torchlight Partners, L.P. |
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By: MSDC Management, L.P |
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Its: Investment Manager |
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By: MSDC Management (GP), LLC |
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Its: General Partner |
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By: /s/ Marc R. Lisker |
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Name: Marc R. Lisker |
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Title: _Manager_____________ |
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