BLUEKNIGHT ENERGY PARTNERS, L.P. FORM 8-K (Current report filing) Filed 09/19/12 for the Period Ending 09/13/12 Address 201 NW 10TH, SUITE 200 OKLAHOMA CITY, OK, 73103 Telephone (405) 278-6400 CIK 0001392091 Symbol BKEP SIC Code 4610 - Pipe Lines (No Natural Gas) Industry Oil & Gas Transportation Services Sector Energy Fiscal Year 12/31 http://www.edgar-online.com Copyright 2019, EDGAR Online, a division of Donnelley Financial Solutions. All Rights Reserved. Distribution and use of this document restricted under EDGAR Online, a division of Donnelley Financial Solutions, Terms of Use.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): September 13, 2012 BLUEKNIGHT ENERGY PARTNERS, L.P. (Exact name of Registrant as specified in its charter) DELAWARE 001-33503 20-8536826 (State of incorporation or organization) (Commission file number) (I.R.S. employer identification number) 201 NW 10th, Suite 200 Oklahoma City, Oklahoma 73103 (Address of principal executive offices) (Zip code) Registrant s telephone number, including area code: (918) 237-4000 (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On September 13, 2012, the Board of Directors (the Board ) of Blueknight Energy Partners G.P., L.L.C. (the General Partner ), the general partner of Blueknight Energy Partners, L.P. (the Partnership ), appointed Mr. Mark Hurley as the Chief Executive Officer of the General Partner, effective as of September 20, 2012. Mr. Hurley will replace Mr. James C. Dyer, IV, whose intended resignation was previously announced by the Partnership. Mr. Hurley, age 53, has served as the Senior Vice President, Crude Oil and Offshore of Enterprise Products, LLC since 2010, where he led the newly formed crude oil and offshore business segment. Mr. Hurley began his career at Shell, where he served from 1981 to 2009, most recently as President of Shell Pipeline Co., LP. Mr. Hurley received his bachelor of science in chemical engineering from North Carolina State University. Mr. Hurley will serve as Chief Executive Officer pursuant to an employment agreement, the terms of which are not yet available at the time of this Current Report. In connection with the appointment of Mr. Hurley as Chief Executive Officer of the General Partner, Mr. Dyer resigned from the Board, effective as of September 20, 2012. Mr. Dyer s resignation is not due to any disagreements with the Partnership or the General Partner. On September 17, 2012, Blueknight GP Holding, LLC, the sole member of the General Partner, appointed Mr. Francis Brenner to replace Mr. Dyer on the Board, effective as of September 20, 2012. Mr. Brenner has served as the Investments Director for the Americas for Vitol Inc., a subsidiary of Vitol Holding B.V. (together with its subsidiaries, Vitol ), since 2010. Between 2001 and 2010, Mr. Brenner was with Morgan Stanley, most recently as an Executive Director in the Morgan Stanley Commodities Group. Prior to joining Morgan Stanley, Mr. Brenner was a project engineer and project manager at Tyco International, involved in the design and construction of utility infrastructure. Mr. Brenner holds an MBA from the University of Michigan and a Bachelors degree in engineering from the University of Wisconsin-Platteville. Mr. Brenner was selected to serve as a director on the Board due to his affiliation with Vitol, his knowledge of the energy industry and his financial and business expertise. Vitol, along with Charlesbank Capital Partners, LLC, controls the General Partner and, during the year ended December 31, 2011, the Partnership recognized revenues of $44.1 million for services provided to Vitol. A subsidiary of the Partnership provides crude oil terminalling and storage services to Vitol pursuant to four take or pay, fee-based contracts for approximately four million barrels of storage capacity at the Cushing Interchange. A subsidiary of the Partnership also provides crude oil transportation services pursuant to fee-based contracts. Additionally, pursuant to a Throughput Capacity Agreement entered into in August of 2010, Vitol purchases 100% of the throughput capacity on the Partnership s Eagle North Pipeline System. Further, effective August 1, 2012, the Partnership entered into a new shared services agreement with Vitol pursuant to which Vitol paid a one-time fee of $320,000 and a monthly retainer fee for strategic assessment, economic evaluation and project design services provided by the Partnership for certain Vitol petroleum-based projects. Additional information about the foregoing agreements and other transactions with Vitol during the year ended December 31, 2011 is included under the heading Certain Relationships and Related Transactions, and Director Independence Agreements with Vitol in the Partnership s Annual Report on Form 10-K for the year ended December 31, 2011 and under the heading Other Information in the Partnership s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2012 and June 30, 2012, which is incorporated by reference herein.
A copy of the Partnership s press release announcing the appointment of Mr. Hurley as Chief Executive Officer, the resignation of Mr. Dyer from the Board and the appointment of Mr. Brenner to the Board is furnished as an exhibit to this Current Report. Item 9.01. (d) Financial Statements and Exhibits. Exhibits In accordance with General Instruction B.2 of Form 8-K, the information set forth in the attached Exhibit 99.1 is deemed to be furnished and shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended. EXHIBIT NUMBER DESCRIPTION 99.1 Press release, dated September 17, 2012.
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. BLUEKNIGHT ENERGY PARTNERS, L.P. By: Blueknight Energy Partners G.P., L.L.C. its General Partner Date: September 19, 2012 By: /s/ James R. Griffin James R. Griffin Chief Accounting Officer
INDEX TO EXHIBITS EXHIBIT NUMBER DESCRIPTION 99.1 Press release, dated September 17, 2012.
Blueknight Announces Appointment of New CEO; Changes to Board OKLAHOMA CITY, Okla, September 17, 2012 -- Blueknight Energy Partners, L.P. (NASDAQ: BKEP and BKEPP) ( BKEP or the Partnership ), a midstream energy company focused on providing integrated services for companies engaged in the production, distribution and marketing of crude oil, asphalt and other petroleum products, today announced that BKEP s general partner has appointed Mark Hurley as its new Chief Executive Officer, effective as of September 20, 2012. Mr. Hurley has served as the Senior Vice President, Crude Oil and Offshore of Enterprise Products, LLC since 2010, where he led the newly formed crude oil and offshore business segment. Mr. Hurley began his career at Shell, where he served from 1981 to 2009, most recently as President of Shell Pipeline Co., LP. Mr. Hurley received his bachelor of science in chemical engineering from North Carolina State University. Mr. Hurley will replace James Dyer, whose intended resignation was announced by the Partnership earlier this year. In connection with his resignation as Chief Executive Officer, Mr. Dyer also has resigned from the Board of Directors (the Board ) of BKEP s general partner, effective as of September 20, 2012. Francis Brenner of Vitol Inc. has been appointed to fill Mr. Dyer s seat on the Board. Mr. Brenner has served as the Investments Director for the Americas for Vitol Inc. since 2010. Between 2001 and 2010, Mr. Brenner was with Morgan Stanley, most recently as an Executive Director in the Morgan Stanley Commodities Group. Prior to joining Morgan Stanley, Mr. Brenner was involved in the design and construction of utility infrastructure at Tyco International. Mr. Duke R. Ligon, Chairman of the Board of Directors of BKEP s general partner, stated, As we look to the future, we are excited about the experience and vision that Mark brings to Blueknight, and we are confident that under his leadership Blueknight will continue to thrive. Mr. Ligon continued, On behalf of the Board of Directors, we thank James for his commitment and service to Blueknight over the past three years, both as a member of the Board and as Chief Executive Officer. We extend a warm welcome to Francis as he joins the Board and trust that his knowledge and insight will be valuable to the Board as we continue to seek out strategic growth opportunities to solidify Blueknight s role as a leading midstream service provider. Forward-Looking Statements This release may include forward-looking statements. Statements included in this release that are not historical facts are forward-looking statements. Such forward-looking statements are subject to various risks and uncertainties. These risks and uncertainties include, among other things, uncertainties relating to the Partnership s future cash flows and operations, the Partnership s ability to pay future distributions, future market conditions, current and future governmental regulation, future taxation and other factors discussed in the Partnership s filings with the SEC. If any of these risks or uncertainties materializes, or should underlying assumptions prove incorrect, actual results or outcomes may vary materially from those expected. The Partnership undertakes no obligation to publicly update or revise any forward-looking
statement, whether as a result of new information, future events or otherwise. About Blueknight Energy Partners, L.P. BKEP owns and operates a diversified portfolio of complementary midstream energy assets consisting of approximately 7.8 million barrels of crude oil storage located in Oklahoma and Texas, approximately 6.6 million barrels of which are located at the Cushing Oklahoma Interchange, approximately 1,285 miles of crude oil pipeline located primarily in Oklahoma and Texas, approximately 280 crude oil transportation and oilfield services vehicles deployed in Kansas, Colorado, New Mexico, Oklahoma and Texas and approximately 7.2 million barrels of combined asphalt product and residual fuel oil storage located at 44 terminals in 22 states. BKEP provides integrated services for companies engaged in the production, distribution and marketing of crude oil, asphalt and other petroleum products. BKEP is headquartered in Oklahoma City, Oklahoma. For more information, visit the Partnership s web site at www.bkep.com. Contact: BKEP Investor Relations (918) 237-4032 investor@bkep.com or BKEP Media Contact: Brent Gooden (405) 715-3232 or (405) 818-1900