13G Filing: MSD Capital and Blueknight Energy Partners L.P. (BKEP)

CUSIP NO. 09625U109

13G

Item 1(a)

Name of Issuer:

The name of the issuer is Blueknight Energy Partners, L.P. (the “Company”).

Item 1(b)

Address of Issuer’s Principal Executive Offices:

The Company’s principal executive office is located at 201 NW 10^th, Suite 200, Oklahoma City, Oklahoma 73103.

Item 2(a)

Name of Person Filing:

This Schedule 13G is being jointly filed by and on behalf of each of each of MSD Partners, L.P. (“MSD Partners”), and MSD Torchlight Partners, L.P. (“MSD Torchlight”).  MSD Partners and MSD Torchlight are collectively referred to herein as the “Reporting Persons.” MSD Torchlight is the record and direct beneficial owner of the securities covered by this statement. MSD Partners is the investment manager of, and may be deemed to beneficially own securities owned by, MSD Torchlight. MSD Partners (GP), LLC (“MSD GP”) is the general partner of, and may be deemed to beneficially own securities owned by, MSD Partners. Each of Glenn R. Fuhrman, John C. Phelan and Marc R. Lisker is a manager of MSD GP and may be deemed to have or share voting and/or dispositive power over the securities beneficially owned by MSD GP.

The Reporting Persons have entered into a Joint Filing Agreement, dated November 1, 2017, a copy of which is filed with this Schedule 13G as Exhibit 99.1, pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act.

Neither the filing of this statement nor anything herein shall be construed as an admission that any person other than the Reporting Persons is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this statement.

Item (b)

Address of Principal Business Office or, if none, Residence:

The principal business address of MSD Partners and MSD Torchlight is 645 Fifth Avenue, 21st Floor, New York, New York 10022.

Item 2(c)

Citizenship:

MSD Partners and MSD Torchlight are organized as limited partnerships under the laws of the State of Delaware.

Item 2(d)

Title of Class of Securities:

Item 2(e)

CUSIP No.:

09625U109

Item 3

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b), check whether the person filing is a:

Not applicable.

Item 4

Ownership:

A.

(a)

Amount beneficially owned: 5,192,232 (which includes 1,935,842 Common Units that MSD Torchlight, L.P. has the right to acquire within 60 days upon conversion of 1,935,842 Series A Preferred Units)

(b)

Percent of class: 13.6%³

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or direct the vote: -0-

(ii)

Shared power to vote or direct the vote: 5,192,232

(iii)

Sole power to dispose or direct the disposition: -0-

(iv)

Shared power to dispose or direct the disposition: 5,192,232

B.

(a)

Amount beneficially owned: 5,192,232 (which includes 1,935,842 Common Units that MSD Torchlight, L.P. has the right to acquire within 60 days upon conversion of 1,935,842 Series A Preferred Units)

(b)

Percent of class: 13.6%³

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or direct the vote: -0-

(ii)

Shared power to vote or direct the vote: 5,192,232

(iii)

Sole power to dispose or direct the disposition: -0-

(iv)

Shared power to dispose or direct the disposition: 5,192,232

C.

(a)

Amount beneficially owned: 5,192,232 (which includes 1,935,842 Common Units that MSD Torchlight, L.P. has the right to acquire within 60 days upon conversion of 1,935,842 Series A Preferred Units)

(b)

Percent of class: 13.6%³

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or direct the vote: -0-

(ii)

Shared power to vote or direct the vote: 5,192,232

(iii)

Sole power to dispose or direct the disposition: -0-

(iv)

Shared power to dispose or direct the disposition: 5,192,232

D.

(a)

Amount beneficially owned: 5,192,232 (which includes 1,935,842 Common Units that MSD Torchlight, L.P. has the right to acquire within 60 days upon conversion of 1,935,842 Series A Preferred Units)

(b)

Percent of class: 13.6%³

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or direct the vote: -0-

(ii)

Shared power to vote or direct the vote: 5,192,232

(iii)

Sole power to dispose or direct the disposition: -0-

(iv)

Shared power to dispose or direct the disposition: 5,192,232

E.

(a)

Amount beneficially owned: 5,192,232 (which includes 1,935,842 Common Units that MSD Torchlight, L.P. has the right to acquire within 60 days upon conversion of 1,935,842 Series A Preferred Units)

(b)

Percent of class: 13.6%³

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or direct the vote: -0-

(ii)

Shared power to vote or direct the vote: 5,192,232

(iii)

Sole power to dispose or direct the disposition: -0-

(iv)

Shared power to dispose or direct the disposition: 5,192,232

F.

(a)

Amount beneficially owned: 5,192,232 (which includes 1,935,842 Common Units that MSD Torchlight, L.P. has the right to acquire within 60 days upon conversion of 1,935,842 Series A Preferred Units)

(b)

Percent of class: 13.6%³

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or direct the vote: -0-

(ii)

Shared power to vote or direct the vote: 5,192,232

(iii)

Sole power to dispose or direct the disposition: -0-

(iv)

Shared power to dispose or direct the disposition: 5,192,232

3

The percentage used herein and in the rest of this Schedule 13G is calculated based upon 38,183,975 shares of Common Units outstanding as of July 27, 2017, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Commission on August 2, 2017.

Item 5

If this statement is being filed to report the fact that as of the date hereof each of the Reporting Persons has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [  ].

Item 6

Not applicable.

Item 7

Not applicable.

Item 8

Not applicable.

Item 9

Not applicable.

Item 10

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

MSD Partners, L.P.

By:

MSD Partners (GP), LLC

Its:

General Partner

By:

/s/ Marc R. Lisker

Name:

Marc R. Lisker

Title:

Manager

MSD Torchlight Partners, L.P.

By:

MSD Partners, L.P.

Its:

Investment Manager

By:

MSD Partners (GP), LLC

Its:

General Partner

By:

/s/ Marc R. Lisker

Name:

Marc R. Lisker

Title:

Manager

Exhibit

Description of Exhibit

 99.1

Joint Filing Agreement dated November 1, 2017.

MSD Partners, L.P.

By:

MSD Partners (GP), LLC

Its:

General Partner

By:

/s/ Marc R. Lisker

Name:

Marc R. Lisker

Title:

Manager

MSD Torchlight Partners, L.P.

By:

MSD Partners, L.P.

Its:

Investment Manager

By:

MSD Partners (GP), LLC

Its:

General Partner

By:

/s/ Marc R. Lisker

Name:

Marc R. Lisker

Title:

Manager