Ergon Asphalt & Emulsions, Inc. made an offer to acquire remaining 93.4% interest in Blueknight Energy Partners, L.P. (NasdaqGM:BKEP) from DG Capital Management, LLC, Invesco Advisers, Inc. Zazove Associates, LLC and others for approximately $190 million on October 8, 2021. Ergon Asphalt & Emulsions, Inc. entered into a definitive agreement to acquire remaining 93.4% interest in Blueknight Energy Partners, L.P. from DG Capital Management, LLC and others for approximately $190 million on April 21, 2022. As part of the acquisition, Ergon offered to acquire common units at a cash purchase price of $3.32 per unit and the preferred units at a cash purchase price of $8.46 per unit.

Under the terms of agreement, Ergon will acquire each issued and outstanding common unit of Blueknight for $4.65 in cash without any interest thereon and each issued and outstanding Series A Preferred Unit for $8.75 in cash without any interest thereon. In case of termination of the transaction, Blueknight will be obligated to pay the buyer a termination fee equal to $5.5 million. The transaction is subject to approval of the conflicts committee of the Board of Blueknight, the approval by the Blueknight's shareholders. The Board of Directors of each of Blueknight Energy Partners and Ergon unanimously approved the transaction. The transaction is expected to close in mid-2022. Jefferies LLC acted as financial advisor and Ted Paris, Michael Bodosky, Mike Bresson, Russell Lewis, Matt Larsen, Joshua Davidson and Jamie Yarbrough of Baker Botts L.L.P. acted as legal advisors to Ergon. Brown Rudnick LLP acted as legal advisor for DG Capital Management, LLC. Blueknight Energy Partners Conflicts Committee engaged Doug Rayburn and Jonathan Whalen of Gibson, Dunn & Crutcher LLP and Evercore Group L.L.C. as its legal and financial advisors. J. Kevin Watson of Watson Jones acted as legal advisor to Ergon. Evercore Group L.L.C. acted as fairness opinion provider to Blueknight. The Partnership has engaged Innisfree M&A Incorporated to assist in the solicitation of proxies for the Special Meeting. Innisfree will be paid approximately $25,000, plus reasonable out-of-pocket expenses. der the terms of Evercore's engagement letter with the Partnership and the Conflicts Committee, the Partnership agreed to pay Evercore a fee of $1.25 million upon rendering its opinion and a closing fee of $1.0 million upon consummation of the Merger. Evercore also received a fee of $250,000 upon execution of its engagement letter with the Conflicts Committee and earned an additional fee of $250,000 30 days after the execution of its engagement letter with the Conflicts Committee, each of which is fully creditable against the fee payable upon the closing of the Merger. Evercore may also receive a fee of up to $500,000 based solely at the discretion of the Conflicts Committee.

Ergon Asphalt & Emulsions, Inc. completed the acquisition of remaining 93.4% interest in Blueknight Energy Partners, L.P. (NasdaqGM:BKEP) from DG Capital Management, LLC, Invesco Advisers, Inc. Zazove Associates, LLC and others on August 17, 2022. On August 16, 2022, Blueknight Energy Partners shareholders approved the transaction.