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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Blueknight Energy Partners, L.P.
(Name of Issuer)
(Title of Class of Securities)
(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
(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/A, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
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).
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NAMES OF REPORTING PERSONS
Swank Capital, L.L.C. |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) þ |
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SEC USE ONLY |
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SOURCE OF FUNDS (SEE INSTRUCTIONS) |
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AF |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Texas
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7 |
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SOLE VOTING POWER |
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| NUMBER OF |
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0 |
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| SHARES |
8 |
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SHARED VOTING POWER |
| BENEFICIALLY |
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| OWNED BY |
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3,397,373 |
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| EACH |
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SOLE DISPOSITIVE POWER |
| REPORTING |
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| PERSON |
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0 |
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| WITH |
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SHARED DISPOSITIVE POWER |
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3,397,373 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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3,397,373 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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o
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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10.2% |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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OO, HC |
Page 2 of 7
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| 1 |
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NAMES OF REPORTING PERSONS
Cushing MLP Asset Management, LP |
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| 2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) þ |
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SEC USE ONLY |
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SOURCE OF FUNDS (SEE INSTRUCTIONS) |
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AF |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Texas
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SOLE VOTING POWER |
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| NUMBER OF |
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0 |
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| SHARES |
8 |
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SHARED VOTING POWER |
| BENEFICIALLY |
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| OWNED BY |
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3,397,373 |
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| EACH |
9 |
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SOLE DISPOSITIVE POWER |
| REPORTING |
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| PERSON |
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0 |
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| WITH |
10 |
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SHARED DISPOSITIVE POWER |
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3,397,373 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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3,397,373 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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o
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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10.2% |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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PN, IA |
Page 3 of 7
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NAMES OF REPORTING PERSONS
Jerry V. Swank |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) þ |
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SEC USE ONLY |
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SOURCE OF FUNDS (SEE INSTRUCTIONS) |
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AF |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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USA
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SOLE VOTING POWER |
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| NUMBER OF |
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0 |
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| SHARES |
8 |
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SHARED VOTING POWER |
| BENEFICIALLY |
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| OWNED BY |
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3,397,373 |
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| EACH |
9 |
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SOLE DISPOSITIVE POWER |
| REPORTING |
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| PERSON |
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0 |
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| WITH |
10 |
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SHARED DISPOSITIVE POWER |
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3,397,373 |
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| 11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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3,397,373 |
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| 12 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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o
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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10.2% |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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IN |
Page 4 of 7
AMENDMENT NO 1. TO THE SCHEDULE 13D
This Amendment No. 1 (this “Amendment”) to the Schedule 13D initially filed on November 14,
2011 (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 managing member of Swank Capital, relating to Series
A Preferred Units (the “Preferred 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. This Amendment is being filed to report the adjustment
to the number of Preferred Units of the Issuer held by the Reporting Persons as a result of the
oversubscription to the Rights Offering.
Item 4 of the Schedule 13D is hereby amended as follows:
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| Item 4. |
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Purpose of the Transaction |
The Issuer conducted a rights offering to the holders of its Common Units, whereby the Issuer
distributed to each holder of record, as of 5:00 p.m., New York City time, on September 27, 2011
(the “Record Date”), 0.5412 subscription rights (the “Rights”) for each Common Unit held of record
as of the Record Date, which entitled such holder to purchase one Preferred Unit at a subscription
price of $6.50 per Preferred Unit (the “Rights Offering”). The Rights expired on October 31, 2011.
Upon exercise of the Rights, the Reporting Persons acquired 3,397,373 Preferred Units for
investment purposes.
The Preferred Units are convertible into Common Units at the holder’s election on a
one-for-one basis at a conversion price of $6.50 per Common Unit. The Preferred Units are
convertible into Common Units at the option of the Issuer in various instances as described in the
Fourth Amended and Restated Agreement of Limited Partnership of the Issuer. The purpose of the
acquisition of the Preferred Units was for investment, and the acquisition of the Preferred Units
was made in the ordinary course of business and was not made for the purpose of acquiring control
of the Issuer.
Item 5 of the Schedule 13D is hereby amended as follows:
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| Item 5. |
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Interest in Securities of the Issuer |
(a) The aggregate percentage of Preferred Units reported to be owned by Swank Capital, MLP
Advisors and Mr. Swank is based upon 33,385,452 Preferred Units outstanding, which is the total
number of Preferred Units outstanding as of November 7, 2011, as calculated from the Issuer’s Form
10-Q filed with the Securities and Exchange Commission on November 9, 2011.
Swank Capital, as the general partner of MLP Advisors, and MLP Advisors, the investment
advisor to the Advised Funds, may be deemed to beneficially own the 3,397,373 Preferred Units held
by the Advised Funds, representing approximately 10.2% of the issued and outstanding Preferred
Units of the Issuer.
Page 5 of 7
In addition, Mr. Swank, as the managing member of Swank Capital, the general partner of MLP
Advisors, may also be deemed to beneficially own the 3,397,373 Preferred Units beneficially owned
by the Advised Funds, representing approximately 10.2% of the issued and outstanding Preferred
Units of the Issuer.
Swank Capital, MLP Advisors and Mr. Swank disclaim beneficial ownership of the Preferred Units
held by the Advised Funds except to the extent of their pecuniary interest therein.
(b) Mr. Swank, as the managing member of Swank Capital, Swank Capital, as the general partner
of MLP Advisors, and MLP Advisors, the investment manager of the Advised Funds, have the shared
power to vote and dispose of the Preferred Units owned by the Advised Funds reported in this
Schedule 13D.
The filing of this Schedule 13D shall not be construed as admission that Swank Capital, MLP
Advisors or Mr. Swank is for the purposes of Section 13(d) or 13(g) of the Act the beneficial owner
of any of the 3,397,373 Preferred Units owned by the Advised Funds. Pursuant to Rule 13d-4, Swank
Capital, MLP Advisors and Mr. Swank disclaim all such beneficial ownership.
(c) No transactions in the Issuer’s securities were effected since the previous amendment to
the Schedule 13D by the Reporting Persons.
(d) No person other than the Reporting Persons is known to have the right to receive, or the
power to direct the receipt of dividends from, or proceeds from the sale of, the Preferred Units.
(e) Not applicable.
Page 6 of 7
Signatures
After reasonable inquiry and to the best of their knowledge and belief, each of the
undersigned certifies that the information set forth in this statement is true, complete and
correct.
Dated: November 23, 2011
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SWANK CAPITAL, L.L.C.
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By: |
/s/ Jerry V. Swank
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Jerry V. Swank |
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Managing Member |
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CUSHING MLP ASSET MANAGEMENT, LP
By: Swank Capital, L.L.C., its general partner
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By: |
/s/ Jerry V. Swank
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Jerry V. Swank |
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Managing Member |
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/s/ Jerry V. Swank
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Jerry V. Swank |
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Page 7 of 7