blackwater_13d-070912.htm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
SCHEDULE 13D (Rule 13d-101)
Under the Securities Exchange Act of 1934
Blackwater Midstream Corp.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
09259M100
(CUSIP Number)
John A. Tisdale c/o ArcLight Capital Partners, LLC, 200 Clarendon Street, 55th Floor, Boston, MA 02117 Telephone: (617) 531-6316
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
June 29, 2012
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d–1(e), 240.13d–1(f) or 240.13d–1(g), check the following box. o Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d–7 for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No.

09259M100

NAMES OF REPORTING PERSONS

Blackwater Midstream Holdings LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)

(b)

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

Not applicable (see Item 3)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

12,773,074 shares of Common Stock (See Note 1)

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

SHARED DISPOSITIVE POWER

WITH:

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

12,773,074 shares of Common Stock (See Note 1)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

Approximately 22.62% (See Note 2)

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

OO (Limited Liability Company)

Note 1: Beneficial ownership of the shares of Common Stock referred to herein is being reported hereunder solely because the reporting person may be deemed to beneficially own such securities as a result of the Voting Agreements described in Item 4 hereof. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any Reporting Person that it is the beneficial owner of any of the securities referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed. See Items 1 and 4.

Note 2: Based on 56,476,186 shares of Common Stock issued and outstanding as of June 8, 2012 as reported on the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2012.

CUSIP No.

09259M100

NAMES OF REPORTING PERSONS

ArcLight Energy Partners Fund V, L.P.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)

(b)

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

Not applicable (see Item 3)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

12,773,074 (See Note 1)

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

SHARED DISPOSITIVE POWER

WITH:

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

12,773,074 (See Note 1)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

Approximately 22.62% (See Note 2)

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

PN; IC

Note 2: Based on 56,476,186 shares of Common Stock issued and outstanding as of June 8, 2012 as reported on the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2012.

CUSIP No.

09259M100

NAMES OF REPORTING PERSONS

ArcLight PEF GP V, LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)

(b)

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

Not applicable (see Item 3)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

12,773,074 (See Note 1)

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

SHARED DISPOSITIVE POWER

WITH:

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

12,773,074 (See Note 1)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

Approximately 22.62% (See Note 2)

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

OO (Limited Liability Company)

Note 1: Solely in its capacity as the general partner of ArcLight Energy Partners Fund V, L.P. Beneficial ownership of the shares of Common Stock referred to herein is being reported hereunder solely because the reporting person may be deemed to beneficially own such securities as a result of the Voting Agreements described in Item 4 hereof. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any Reporting Person that it is the beneficial owner of any of the securities referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed. See Items 1 and 4.

Note 2: Based on 56,476,186 shares of Common Stock issued and outstanding as of June 8, 2012 as reported on the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2012.

CUSIP No.

09259M100

NAMES OF REPORTING PERSONS

ArcLight Capital Holdings, LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)

(b)

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

Not applicable (see Item 3)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

12,773,074 (See Note 1)

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

SHARED DISPOSITIVE POWER

WITH:

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

12,773,074 (See Note 1)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

Approximately 22.62% (See Note 2)

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

OO (Limited Liability Company)

Note 1: Solely in its capacity as the manager of ArcLight PEF GP V, LLC, the general partner of ArcLight Energy Partners Fund V, L.P. Beneficial ownership of the shares of Common Stock referred to herein is being reported hereunder solely because the reporting person may be deemed to beneficially own such securities as a result of the Voting Agreements described in Item 4 hereof. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any Reporting Person that it is the beneficial owner of any of the securities referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed. See Items 1 and 4.

Note 2: Based on 56,476,186 shares of Common Stock issued and outstanding as of June 8, 2012 as reported on the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2012.

CUSIP No.

09259M100

NAMES OF REPORTING PERSONS

Daniel R. Revers

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)

(b)

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

Not applicable (see Item 3)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

12,773,074 (See Note 1)

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

SHARED DISPOSITIVE POWER

WITH:

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

12,773,074 (See Note 1)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

Approximately 22.62% (See Note 2)

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

Note 1: Solely in his capacity as a manager of ArcLight Capital Holdings, LLC, the manager of ArcLight PEF GP V, LLC, which is the general partner of ArcLight Energy Partners Fund V, L.P. Beneficial ownership of the shares of Common Stock referred to herein is being reported hereunder solely because the reporting person may be deemed to beneficially own such securities as a result of the Voting Agreements described in Item 4 hereof. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any Reporting Person that it is the beneficial owner of any of the securities referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed. See Items 1 and 4.

Note 2: Based on 56,476,186 shares of Common Stock issued and outstanding as of June 8, 2012 as reported on the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2012.

CUSIP No.

09259M100

NAMES OF REPORTING PERSONS

Robb E. Turner

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)

(b)

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

Not applicable (see Item 3)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

12,773,074 (See Note 1)

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

SHARED DISPOSITIVE POWER

WITH:

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

12,773,074 (See Note 1)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

Approximately 22.62% (See Note 2)

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

Note 1: Solely in his capacity as a manager of ArcLight Capital Partners, LLC, the manager of ArcLight PEF GP V, LLC, which is the general partner of ArcLight Energy Partners Fund V, L.P. Beneficial ownership of the shares of Common Stock referred to herein is being reported hereunder solely because the reporting person may be deemed to beneficially own such securities as a result of the Voting Agreements described in Item 4 hereof. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any Reporting Person that it is the beneficial owner of any of the securities referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed. See Items 1 and 4.

Note 2: Based on 56,476,186 shares of Common Stock issued and outstanding as of June 8, 2012 as reported on the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2012.

This Schedule 13D is being jointly filed pursuant to a Joint Filing Agreement attached hereto as Exhibit 1 to report that, in connection with the entry into an agreement to acquire the Issuer and certain related agreements, as described in Items 3, 4 and 5 below, Blackwater Midstream Holdings, LLC (“Parent”) may be deemed to be a member of a group (within the meaning of Rule 13d-5 of the Securities Exchange Act of 1934, as amended (the “Act”)) with the Securityholders (as such term is defined below) and may be deemed to be the beneficial owner of the equity securities beneficially owned by the Securityholders.

The Reporting Persons have entered into a Joint Filing Agreement, dated the date hereof, which is filed with this schedule as Exhibit 1 and incorporated into this Item 2 by reference, 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. Information with respect to each Reporting Person is given solely by such Reporting Person, and no Reporting Person assumes responsibility for the accuracy or completeness of the information furnished by another Reporting Person. The Reporting Persons expressly disclaim that they have agreed to act as a group other than as described in this schedule. Pursuant to Rule 13d-4 of the Act, the Reporting Persons expressly declare that the filing of this statement shall not be construed as an admission that any such person is, for the purposes of Section 13(d) and/or Section 13(g) of the Act or otherwise, the beneficial owner of any securities covered by this schedule held by any other person and such beneficial ownership is expressly disclaimed.

(c) Parent is a newly formed limited liability company formed by Fund V for the purpose of acquiring the Company. The business of Fund V is energy related investments. The business of Fund GP is to be the general partner of the Fund V. The business of ArcLight is to be the manager of Fund GP. Each of Mr. Revers and Mr. Turner is a citizen of the United States. The principal business occupation of Mr. Revers is to serve as manager of ArcLight Capital Holdings, LLC and Managing Partner of ArcLight Capital Partners, LLC. The principal business occupation of Mr. Turner is to serve as manager of ArcLight Capital Holdings and Senior Partner of ArcLight Capital Partners, LLC.

The name and present principal occupation of each manager and officer of each of the Reporting Persons (collectively, the “Covered Individuals”) is set forth on Schedule A and is incorporated by reference in this Item 2. The Covered Individuals together with the Reporting Persons are referred to as the “Covered Persons.” All Covered Individuals are United States citizens. The principal business address of each of the Covered Individuals is set forth on Schedule A.

(e) None of the Reporting Persons or, to the best of any Reporting Person’s knowledge, any of the Covered Individuals has, during the last five years been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceedings was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

As described below, Parent did not purchase the shares of Common Stock, and thus no funds were used for such purpose. The Company entered into an Agreement and Plan of Merger, dated as of June 29, 2012, a copy of which is attached hereto as Exhibit 2 (the “Merger Agreement”), with Parent and Blackwater Acquisition Sub, Inc., a Nevada corporation (“Merger Sub”) and a subsidiary of Parent that provides for the acquisition of the Company by Parent by means of a merger of Merger Sub with and into the Company with the Company surviving (the “Merger”). As a result of the Merger, the Company will become a wholly-owned subsidiary of Parent. As an inducement for Parent to enter into the Merger Agreement and in consideration thereof, Philip Oliver Tracy, Michael D. Suder, Dale T. Chatagnier, Francis A. Marrocco, William Daniel Weidner III, William Gore, Donald St. Pierre and Herbert N. Whitney (collectively, the “Securityholders,” and the shares of the Company’s Common Stock owned by them as identified in the Voting Agreement, collectively referred to as the “Covered Shares”), entered into a Voting Agreement with Parent, dated June 29, 2012, the form of which is attached hereto as Exhibit 3 and more fully described in Item 4, whereby, subject to the terms of such Voting Agreement, each Securityholder agreed, among other things, that, at every meeting of the Company’s stockholders called, such Securityholder would vote the Covered Shares then held by him in favor of the adoption of the Merger Agreement and against the approval of any proposal made in opposition to, or in competition with, the Merger or any other transactions contemplated by the Merger Agreement. Each of the Securityholders also granted Parent an irrevocable proxy granting Parent the right to vote such shares in favor of such matters (references to the Voting Agreement herein include each of the proxies). Parent did not pay additional consideration to the Securityholders in exchange for the Voting Agreement.

References to, and descriptions of, the Merger, the Merger Agreement and the Voting Agreement throughout this Schedule 13D are qualified in their entirety by reference to the Merger Agreement included as Exhibit 2 to this Schedule 13D and the Voting Agreement included as Exhibit 3 to this Schedule 13D, respectively. These agreements are incorporated into this Schedule 13D where such references and descriptions appear.

Each share of common stock, par value $0.001 per share, of the Company issued and outstanding immediately prior to the consummation of the Merger, other than (i) any shares held by any direct or indirect wholly-owned subsidiary of the Company, which shares shall remain outstanding except that the number of such shares shall be appropriately adjusted in the Merger, and (ii) any shares specifically excluded in the Merger Agreement, shall thereupon be converted automatically into and shall thereafter represent the right to receive $0.64 in cash without any interest thereon (the “Merger Consideration”);

Each outstanding Company Stock Option (as such term is defined in the Merger Agreement), whether vested or unvested, shall, upon receipt of the shareholder approval, become fully vested and converted into the right to receive an amount in cash equal to the product of (x) the total number of shares of common stock subject to such Company Stock Option and (y) the excess, if any, of the Merger Consideration over the exercise price per share of common stock subject to such Company Stock Option, less any required withholdings; and

All Notes (as such term is defined in the Merger Agreement) that give notice of their intention to convert immediately prior to the Effective Time shall, at such time, be converted into the number of shares of common stock obtained by dividing the total amount owed under each applicable note by $0.40, less such amounts as are required to be withheld or deducted and shall then be entitled to receive the Merger Consideration.

By executing the Voting Agreement, the Securityholders have (i) agreed to vote all of the Covered Shares beneficially owned by them or acquired prior to the expiration of the Voting Agreement in favor of the Merger, adoption of the Merger Agreement and any other matter that would reasonably be expected to facilitate the Merger, and against any proposal made in opposition to, or in competition with, the Merger or any other transactions contemplated by the Merger Agreement or any Alternative Proposal (as such term is defined in the Merger Agreement) or any action that is intended to, or would reasonably be expected to impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any other transaction contemplated by the Merger Agreement, and (ii) granted irrevocable proxies to Parent granting Parent the right to vote the Covered Shares as specified in clause (i). The Voting Agreement terminates upon the earlier to occur of (i) termination of the Merger Agreement, and (ii) the consummation of the Merger.

(a) As of the date hereof, none of the Covered Persons owns any shares of Common Stock of the Company. Parent may, however, be deemed to share with the Securityholders the power to vote in favor of the adoption and approval of the Merger Agreement (as described in Item 4) and, for the purpose of Rule 13d-3, may be deemed to beneficially own 12,773,074 shares of Common Stock (solely with respect to those matters described in the Voting Agreement described above in Item 4), representing approximately 22.62% of the outstanding shares of Common Stock of the Company. Parent disclaims beneficial ownership of such shares. Except as described in Item 4 of this Schedule 13D and in the Voting Agreement, Parent is not entitled to any rights as a stockholder of the Company. Beneficial ownership of the Company’s Common Stock is being reported hereunder solely because each Covered Person may be deemed to have beneficial ownership of such Common Stock as a result of the relationships described under Item 2 and Item 3 and the matters described in Item 3, Item 4 and Item 5 of this Schedule 13D. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any of the Covered Persons that it is the beneficial owner of any shares of Common Stock referred to herein for purposes of Section 13(d) of the Act, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed.

(b) Parent may be deemed to have shared voting power of the 12,773,074 shares of the Company’s Common Stock held by the Securityholders due to Parent’s rights under the Voting Agreement to direct the voting of such shares with respect to the matters specified in the Voting Agreement (and to vote such shares in accordance with the proxy). However Parent does not control the voting of such shares with respect to other matters and does not possess any other rights as a stockholder of the Company with respect to such shares. In addition, Reporting Persons, other than Parent, do not have any rights under the Voting Agreement.

(d) As disclosed in this Schedule 13D, the Covered Shares are owned by the Securityholders. Parent’s interest in the Covered Shares is limited to the Voting Agreement, and Parent does not have a pecuniary interest in the Covered Shares. Parent does not have any knowledge whether any other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Covered Shares.

Other than as described in Items 2, 3, 4 and 5, to the knowledge of the Reporting Persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between any of the Reporting Persons and any person with respect to any securities of the Company, including, without limitation, the transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies or any pledge or contingency, the occurrence of which would give another person voting or investment power over the securities of the Company.

Name	Occupation
Daniel R. Revers Robb E. Turner Kevin M. Crosby John F. Erhard Eric D. Lammers Christopher J. Picotte Mark A. Tarini Carter A. Ward Patricia R. Winton John A. Tisdale Thomas G. Kilgore	Managing Director Managing Director Managing Director Managing Director Managing Director Managing Director Managing Director Managing Director Managing Director Managing Director Managing Director

(ii) Each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

Name	Occupation
Daniel R. Revers Carter A. Ward Eric D. Lammers John A. Tisdale	President Vice President Vice President Secretary