Item 7.01. Regulation FD Disclosure.
On May 3, 2022, Blueknight Energy Partners, L.P., a Delaware limited partnership
(the “Partnership”), provided additional information to its employees regarding
the Agreement and Plan of Merger, dated as of April 21, 2022, by and among the
Partnership, Ergon Asphalt & Emulsions, Inc., a Mississippi corporation
(“Parent”), Merle, LLC, a Delaware limited liability company and wholly owned
subsidiary of Parent (“Merger Sub”), and Blueknight Energy Partners G.P.,
L.L.C., a Delaware limited liability company and the general partner of the
Partnership (the “General Partner”), pursuant to which Merger Sub will merge
with and into the Partnership, with the Partnership surviving as a wholly owned
subsidiary of Parent. A copy of the employee communication is attached hereto as
Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this
Item 7.01 by reference.
This Current Report includes statements that may constitute forward looking
statements made pursuant to the safe harbor provision of the Private Securities
Litigation Reform Act of 1995. Although the Partnership believes that the
expectations reflected in such forward looking statements are based on
reasonable assumptions, such statements are subject to risks and uncertainties
that could cause actual results to differ materially from those projected.
Further, the Partnership’s ability to consummate the proposed Merger may be
influenced by many factors that are difficult to predict, involve uncertainties
that may materially affect actual results and that are often beyond the control
of the Partnership. These factors include, but are not limited to, failure of
closing conditions, and delays in the consummation of the proposed transaction,
as circumstances warrant. Important factors that could cause actual results to
differ materially from the Partnership’s expectations and may adversely affect
the Partnership’s business and results of operations are disclosed in “Item 1A.
Risk Factors” in the Partnership’s Annual Report on Form 10-K for the year ended
December 31, 2021, filed with the Securities and Exchange Commission on March 9,
2022, as updated and supplemented by subsequent filings with the SEC. The
forward looking statements speak only as of the date made, and, other than as
may be required by law, the Partnership undertakes no obligation to update or
revise any forward looking statements, whether as a result of new information,
future events or otherwise.
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION
This communication may be deemed to be solicitation material in respect of the
proposed Merger. In connection with the proposed Merger, the Partnership will
file with the SEC and furnish to the Partnership’s unitholders a proxy statement
and other relevant documents, including a Schedule 13E-3. This Current Report is
not a substitute for the Merger Agreement, the proxy statement or the Schedule
13E-3 or for any other document that the Partnership may file with the SEC in
connection with the proposed transactions. BEFORE MAKING ANY VOTING DECISION,
THE PARTNERSHIP’S UNITHOLDERS ARE URGED TO READ THE MERGER AGREEMENT, THE PROXY
STATEMENT AND THE SCHEDULE 13E-3 WHEN EACH BECOMES AVAILABLE AND ANY OTHER
DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGER OR
INCORPORATED BY REFERENCE IN THE PROXY STATEMENT OR SCHEDULE 13E-3 BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER.
Investors and security holders will be able to obtain, free of charge, a copy of
the proxy statement (when available) and other relevant documents filed with the
SEC from the SEC’s website at http://www.sec.gov. In addition, the proxy
statement, the Schedule 13E-3, and the Partnership’s annual report on Form 10-K,
quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to
those reports filed or furnished pursuant to section 13(a) or 14(d) of the
Exchange Act will be available free of charge through the Partnership’s website:
https://ift.tt/ADjMui6, as soon as reasonably practicable after they
are electronically filed with, or furnished to, the SEC.
PARTICIPANTS IN THE SOLICITATION
The Partnership and the directors and executive officers of our General Partner
may be deemed to be participants in the solicitation of proxies from the
Partnership’s unitholders in respect of the proposed Merger. Information about
the directors and executive officers of our General Partner can be found in our
Annual Report on Form 10-K filed with the SEC for the fiscal year ended
December 31, 2021. Investors may obtain additional information regarding the
interests of such participants in the Merger, which may be different than those
of the Partnership’s unitholders generally, by reading the proxy statement and
other relevant documents regarding the Merger when such documents are filed with
Item 9.01. Financial Statements and 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 the Exchange Act.
EXHIBIT NUMBER DESCRIPTION 99.1 Employee Letter, dated May 3, 2022 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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