Item 1.02. Termination of a Material Definitive Agreement.
On
For more information regarding the terms and conditions of the Credit Agreement,
please see the Partnership's Current Report on Form 8-K filed with the
Item 2.01. Completion of Acquisition or Disposition of Assets.
The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated into this Item 2.01 by reference.
On
The foregoing description of the Merger Agreement and the Merger does not
purport to be complete and is qualified in its entirety by the terms and
conditions of the Merger Agreement, a copy of which was filed as Exhibit 2.1 to
the Partnership's Current Report on Form 8-K filed with the
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
The information set forth under Item 2.01 is incorporated into this Item 3.01 by reference.
In connection with the closing of the Merger, the Partnership notified the
Nasdaq Global Market (the "NASDAQ") on
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Item 3.03. Material Modification to Rights of Security Holders.
To the extent applicable, the information included under Item 2.01 above is incorporated into this Item 3.03 by reference.
On
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The information set forth in Item 2.01 above is incorporated into this Item 5.02 by reference.
In connection with the consummation of the Merger, as of the effective time,
Duke
In connection with the consummation of the Merger, as of the effective time,
Item 5.07. Submission of Matters to a Vote of Security Holders.
The completion of the Merger was subject to, among other things, approval of the Merger Agreement and the transactions contemplated thereby, including the Merger, by (i) the affirmative vote of holders of a majority of the issued and outstanding Common Units and Preferred Units (voting on an "as if" converted to Common Unit basis), voting as a single class based on one vote per Unit, and (ii) the affirmative vote of holders of a majority of the issued and outstanding Preferred Units, voting separately as a class based on one vote per Preferred Unit (clauses (a) and (b), collectively, the "Partnership Unitholder Approval").
As previously announced, concurrently with the execution of the Merger
Agreement, Parent, as the record and beneficial owner of 2,745,837 Common Units
and 20,801,757 Preferred Units (together, the "Covered Units"), entered into a
Support Agreement with the Partnership (the "Support Agreement"), pursuant to
which Parent agreed to vote the Covered Units it beneficially owns in favor of
the Merger Agreement and the transactions contemplated thereby, including the
Merger. As of the close of business on the record date, Parent owned
approximately 6.6% of the outstanding Common Units and 60.5% of the outstanding
Preferred Units, and approximately 30.9% of the outstanding Common Units and
Preferred Units (on an "as if" converted to Common Unit basis). The foregoing
description of the Support Agreement does not purport to be complete and is
qualified in its entirety by the terms and conditions of the Support Agreement,
a copy of which was filed as Exhibit 10.1 to the Partnership's Current Report on
Form 8-K filed with the
On
At the Special Meeting, the Partnership Unitholder Approval was obtained, and holders of the Common Units and the Preferred Units approved the Merger Agreement and the transactions contemplated thereby, including the Merger.
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The following are the final voting results on the proposals considered and voted
upon at the Special Meeting certified by the Inspector of Election, all of which
are described in the Partnership's definitive proxy statement filed with the
(1) Approval of the Merger Agreement and the transactions contemplated thereby, including the Merger, by holders of a majority of the issued and outstanding Common Units and Preferred Units (voting on an "as if" converted to Common Unit basis), voting as a single class based on one vote per Unit.
For Against Abstentions 53,283,832 1,279,150 493,115
(2) Approval of the Merger Agreement and the transactions contemplated thereby, including the Merger, by holders of a majority of the issued and outstanding Preferred Units, voting separately as a class based on one vote per Preferred Unit.
For Against Abstentions 27,018,049 227,993 15,115
(3) Approval of the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve the Merger Agreement and the Merger, at the time of the Special Meeting, by holders of the issued and outstanding Common Units and Preferred Units (voting on an "as if" converted to Common Unit basis), voting as a single class based on one vote per Unit.
For Against Abstentions Broker Non-Votes 53,227,938 1,288,657 539,471
31
No other business properly came before the Special Meeting.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits EXHIBIT NUMBER DESCRIPTION 2.1* Agreement and Plan of Merger, datedApril 21, 2022 , by and amongErgon Asphalt & Emulsions, Inc. ,Merle, LLC ,Blueknight Energy Partners G.P., L.L.C. andBlueknight Energy Partners, L.P. (incorporated by reference to Exhibit 2.1 to Form 8-K filed onApril 22, 2022 ). 10.1 Support Agreement, datedApril 21, 2022 , by and betweenBlueknight Energy Partners, L.P. andErgon Asphalt & Emulsions, Inc. (incorporated by reference to Exhibit 10.1 to Form 8-K filed onApril 22, 2022 ). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
* Schedules omitted pursuant to Items 601(a)(5) and 601(b)(2) of Regulation S-K.
The registrant agrees to furnish a copy of any omitted schedules to the
upon request; provided, however, that the registrant may request confidential
treatment pursuant to Rule 24b-2 of the Exchange Act for any schedules so
furnished.
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