| Item 7.01. |
Regulation FD Disclosure. |
The Partnership sent a letter to its Unitholders on July 29, 2022 reminding them of the upcoming Special Meeting of Unitholders of the
Partnership to be held on August 16, 2022. In the letter, the Partnership encourages its Unitholders to vote for the proposed merger with an Ergon Asphalt & Emulsion, Inc. subsidiary. A copy of the letter is attached hereto as Exhibit
99.1 to this Current Report on Form 8-K and is incorporated into this Item 7.01 by reference.
FORWARD-LOOKING
STATEMENTS
This Current Report includes statements that may constitute forward looking statements made pursuant to the safe harbor
provision of the Private Securities Litigation Reform Act of 1995. Although the Partnership believes that the expectations reflected in such forward looking statements are based on reasonable assumptions, such statements are subject to risks and
uncertainties that could cause actual results to differ materially from those projected. Further, the Partnership’s ability to consummate the proposed Merger may be influenced by many factors that are difficult to predict, involve uncertainties
that may materially affect actual results and that are often beyond the control of the Partnership. These factors include, but are not limited to, failure of closing conditions, and delays in the consummation of the proposed transaction, as
circumstances warrant. Important factors that could cause actual results to differ materially from the Partnership’s expectations and may adversely affect the Partnership’s business and results of operations are disclosed in “Item 1A.
Risk Factors” in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2021, filed with the Securities and Exchange Commission on March 9, 2022, as updated and
supplemented by subsequent filings with the SEC. The forward looking statements speak only as of the date made, and, other than as may be required by law, the Partnership undertakes no obligation to update or revise any forward looking statements,
whether as a result of new information, future events or otherwise.
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION
This communication may be deemed to be solicitation material in respect of the proposed Merger. In connection with the proposed Merger, the
Partnership has filed with the SEC and furnished to the Partnership’s unitholders a proxy statement and other relevant documents, including a Schedule 13E-3. This Current Report is not a substitute for
the Merger Agreement, the proxy statement or the Schedule 13E-3 or for any other document that the Partnership may file with the SEC in connection with the proposed transactions. BEFORE MAKING ANY VOTING
DECISION, THE PARTNERSHIP’S UNITHOLDERS ARE URGED TO READ THE MERGER AGREEMENT, THE PROXY STATEMENT AND THE SCHEDULE 13E-3 BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER.
Investors and security holders may obtain, free of charge, a copy of the proxy statement and other relevant documents filed with the SEC from
the SEC’s website at http://www.sec.gov. In addition, the proxy statement, the Schedule 13E-3, and the Partnership’s annual report on Form 10-K, quarterly
reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to section 13(a) or 14(d) of the Exchange Act are available
free of charge through the Partnership’s website: www.investor.bkep.com/sec-filings.
PARTICIPANTS IN THE
SOLICITATION
The Partnership and the directors and executive officers of our General Partner may be deemed to be participants in the
solicitation of proxies from the Partnership’s unitholders in respect of the proposed