December 16, 2010 James C. Dyer, IV Blueknight Energy Partners G.P., L.L.C. c/o Vitol Inc. 1100 Louisiana Street Suite 5500 Houston, TX 77002-5255 Dear Mr. Dyer:
Exhibit 99.2
December 16, 2010
Xxxxx X. Xxxx, XX
Blueknight Energy Partners G.P., L.L.C.
c/o Vitol Inc.
0000 Xxxxxxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, XX 00000-0000
Blueknight Energy Partners G.P., L.L.C.
c/o Vitol Inc.
0000 Xxxxxxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, XX 00000-0000
Dear Xx. Xxxx:
As you know, we own 3,576,944 Limited Partnership units (16.5% of the common units outstanding) of
Blueknight Energy Partners, L.P. (“BKEP,” “Blueknight” or the “Partnership”). We have been owners
since August 2008, and we have never sold a unit.
As significant limited partners who have long believed in Blueknight’s potential, we do not send
this letter rashly.
We have reviewed the Global Transaction Agreement (“GTA”) that Vitol executed with BKEP on
October 25, 2010, and have also considered carefully the rationale that you offered to us when you
visited our offices recently soliciting our support for these transactions. We have concluded that
Vitol and Charlesbank Capital Partners, the Partnership’s general partners, are seeking improperly
to seize the economic rights to BKEP’s cash flows that contractually belong to the limited partners
of the Partnership. Your scheme violates the express terms of the Partnership Agreement as well as
basic notions of fair dealing and propriety. Further, we have good reason to believe that the
Board of Directors’ so-called Conflicts Committee process was tainted and not conducted
appropriately or in good faith.
When Vitol acquired the general partner of Blueknight in October 2009, you were or should have been
fully aware of the fact that, due to the unfortunate circumstances surrounding the bankruptcy of
its former general partner (SemGroup, L.P.), the limited partners of Blueknight had accumulated the
right to significant distribution arrearages — now aggregating over $70 million, or more than
$3.25 per common unit — which would need to be satisfied before the general partner could enjoy
distributions with respect to its subordinated units or incentive distribution rights (“IDRs”).
Moreover, you should have been aware that the Partnership’s Minimum Quarterly Distribution of $1.25
would have to be paid to limited partners for 3 years before the subordination period on your
subordinated LP units would expire. These facts, coupled with the other customary structural
features of Blueknight’s Partnership Agreement (such as setting the target distribution for the
GP’s IDRs at significantly higher levels than $1.25 per unit) necessarily meant that Vitol’s
ability to earn meaningful cash distributions from BKEP would be limited until these contractual
obligations to the limited partners were satisfied.
After a year of little business progress (other than the imposition on BKEP of what appear to be
highly off-market pipeline transportation agreements for Vitol’s benefit), you apparently have
decided that you are unwilling to wait while BKEP satisfies its contractual obligations to its
limited partners as provided for in Blueknight’s Partnership Agreement. Rather, you are seeking to
catapult yourselves from your legally subordinated position in the economic hierarchy of the
Partnership and, in the process, strip the limited partners of their rightful claim on BKEP’s cash
flows.
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You are seeking to implement your scheme in two parts. First, you purport to have invested $140
million in a new class of preferred shares. The preferred shares were issued at a commercially
unreasonable 30% discount to the then-trading price of BKEP units (which already reflected, we
believe, a significant discount to BKEP’s intrinsic value) and carry an annual 8.5% coupon. The
annual coupon is slated to jump to at least 11% after one year and potentially, as discussed below,
more than double to a whopping 17.5%.
You extracted these egregious terms from the Partnership notwithstanding that, as your financial
advisors no doubt informed you, numerous capital infusions of MLPs have occurred in recent months
on terms far more favorable than the self-dealing option you have chosen. Indeed, you yourself
have acknowledged that there have even been proposals for “all debt” financings which would not
have necessitated any dilution to the limited partners’ interest. Of course, such an arms-length
and economically superior transaction for the Partnership would not have enabled you to appropriate
economic benefits that rightfully reside with the limited partners. It also would not have
triggered multi-million dollar “change of control” payments to BKEP’s management, such as those
made after execution of the GTA.
Second, as if all this were not enough, you have devised a plan for a coercive vote whereby if the
limited partners do not waive the arrearages that we are owed and approve Vitol’s leapfrogging the
original distribution priorities, the coupon on your new preferred will automatically rocket to an
unconscionable 17.5% per annum. It seems that if the limited partners do not vote to surrender our
contractual claims to the arrearages and future cash distributions, you are intent on appropriating
the Partnership’s cash flow by other means.
The current GTA will burden the Partnership with an uneconomic cost of capital. It will handicap
its future viability. It violates the Partnership Agreement in numerous ways. Its terms are such
that it could not have been adopted in good faith. Your course of action seeks the illegitimate
short term enrichment of your GP interests at the expense of building a long term cooperative
relationship with your limited partners for the benefit of the Partnership as a whole. This will
likely haunt BKEP for years to come if you insist on a course of action that so flagrantly
disenfranchises your limited partners. Indeed, if the economic rights of limited partners in MLPs
can be eviscerated as you intend, the viability of the entire MLP asset class may be jeopardized.
We urge you to reconsider the GTA and to pursue a plan for BKEP that respects your contractual
obligations and is on fair, reasonable and arms-length terms. Please respond with your intentions
by December 23rd. If we do not receive a satisfactory response from you, we may pursue any or all
of the other alternatives as outlined in our 13D filing.
Very truly yours,
/s/ Xxxxxx Xxxxxxxx
Xxxxxx Xxxxxxxx
Partner
Partner
cc: Board of Directors, Blueknight Energy Partners, L.P.
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