form8k.htm
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): December 7, 2009
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)
|
|
Two
Warren Place
6120
South Yale Avenue, Suite 500
Tulsa,
Oklahoma
|
74136
|
|
(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.
|
As previously disclosed in a Current
Report on Form 8-K, filed by Blueknight Energy Partners, L.P. (the
“Partnership”) with the Securities and Exchange Commission on November 25, 2009
(the “November Form 8-K”), the management team of Blueknight Energy Partners
G.P., L.L.C., the Partnership’s general partner (the “General Partner”), was
reorganized. In connection with this reorganization, Messrs. Kevin L.
Foxx, the former President and Chief Executive Officer of the General Partner,
and Michael J. Brochetti, the former Executive Vice President—Corporate
Development and Treasurer of the General Partner, have entered into the
consulting and separation agreements described below.
On December 7, 2009, Mr. Foxx and a
subsidiary of the General Partner entered into a Consulting and Separation
Agreement (the “Foxx Consulting Agreement”) effective as of November 30,
2009. Pursuant to the Foxx Consulting Agreement, Mr. Foxx agreed to
remain employed as a consultant for crude oil operations until February 28, 2010
(the “Separation Date”) and is entitled to the following: (i) a payment of
$37,500 per month for the period from December 1, 2009 until the Separation
Date, (ii) a payment of $270,000 under the SemGroup Energy Partners G.P., L.L.C.
2009 Executive Cash Bonus Plan as disclosed in the November Form 8-K, such
payment to be made on or prior to December 10, 2009, (iii) a payment of $900,000
pursuant to Mr. Foxx’s employment agreement as disclosed in the November Form
8-K, such payment to be made on December 12, 2009, (iv) continued participation
in the General Partner’s group health plans until the first anniversary of the
Separation Date and (v) reimbursement for reasonable out-of-pocket expenses
incurred prior to the Separation Date. In consideration for the
payments described above, Mr. Foxx provided a general release from claims
relating to Mr. Foxx’s employment or termination thereof.
On December 9, 2009, Mr. Brochetti and
a subsidiary of the General Partner entered into a Consulting and Separation
Agreement (the “Brochetti Consulting Agreement”) effective as of November 30,
2009. Pursuant to the Brochetti Consulting Agreement, Mr. Brochetti
agreed to remain employed as a treasury and corporate development consultant
until the Separation Date and is entitled to the following: (i) a payment of
$25,000 per month for the period from December 1, 2009 until the Separation
Date, (ii) a payment of $180,000 under the SemGroup Energy Partners G.P., L.L.C.
2009 Executive Cash Bonus Plan as disclosed in the November Form 8-K, such
payment to be made on or prior to December 10, 2009, (iii) a payment of $600,000
pursuant to Mr. Brochetti’s employment agreement as disclosed in the November
Form 8-K, such payment to be made on December 17, 2009, (iv) continued
participation in the General Partner’s group health plans until the first
anniversary of the Separation Date and (v) reimbursement for reasonable
out-of-pocket expenses incurred prior to the Separation Date. In
consideration for the payments described above, Mr. Brochetti provided a general
release from claims relating to Mr. Brochetti’s employment or termination
thereof.
This description of the Foxx Consulting
Agreement and the Brochetti Consulting Agreement is qualified in its entirety by
reference to such agreements, copies of which are filed as Exhibits 10.1 and
10.2, respectively, to this Current Report on Form 8-K and are incorporated into
this Item 5.02 by reference.
On December 10, 2009, the Partnership
issued a press release announcing the change of the Partnership’s trading symbol
to BKEP effective at the open of business on December 11, 2009. A
copy of this press release is filed as Exhibit 99.1 to this Current Report on
Form 8-K and is incorporated into this Item 8.01 by
reference.
|
Item
9.01.
|
Financial
Statements and Exhibits.
|
(d) Exhibits
|
EXHIBIT
NUMBER
|
|
DESCRIPTION
|
|
|
|
|
|
10.1
|
—
|
Consulting
and Separation Agreement, by and between BKEP Management, Inc. and Kevin
L. Foxx.
|
|
10.2
|
—
|
Consulting
and Separation Agreement, by and between BKEP Management, Inc. and Michael
J. Brochetti.
|
|
99.1
|
—
|
Press
Release dated December 10, 2009.
|
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: December
10,
2009 By: /s/ Alex G.
Stallings
Alex G. Stallings
Chief
Financial Officer and Secretary
INDEX
TO EXHIBITS
|
EXHIBIT
NUMBER
|
|
DESCRIPTION
|
|
|
|
|
|
10.1
|
—
|
Consulting
and Separation Agreement, by and between BKEP Management, Inc. and Kevin
L. Foxx.
|
|
10.2
|
—
|
Consulting
and Separation Agreement, by and between BKEP Management, Inc. and Michael
J. Brochetti.
|
|
99.1
|
—
|
Press
Release dated December 10,
2009.
|