BKEPP Blueknight Energy Partners LP LLC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

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☒    Preliminary Proxy Statement.

☐    Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)).

☐    Definitive Proxy Statement.

☐    Definitive Additional Materials.

☐    Soliciting Material under §240.14a-12.

BLUEKNIGHT ENERGY PARTNERS, L.P.

(Name of Registrant as Specified In Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☐    No fee required.

☐    Fee paid previously with preliminary materials.

☒    Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

6060 American Plaza, Suite 600

Tulsa, Oklahoma 74135

vote of the limited partners of the Partnership (including the holders of Preferred Units) (the “Unitholders”) and (v) recommended approval of the Merger Agreement and the Merger by the Partnership Unaffiliated Common Unitholders. In determining to make its recommendation, the Conflicts Committee considered, among other things, the opinion of Evercore Group L.L.C. (“Evercore”), the financial advisor to the Conflicts Committee, to the effect that, as of April 21, 2022, and based upon the factors, assumptions made, procedures followed, matters considered, qualifications and limitations on the scope of review undertaken by Evercore in connection with the preparation of its opinion as set forth therein, the Common Unit Merger Consideration was fair, from a financial point of view, to the Partnership Unaffiliated Common Unitholders. The full text of the written opinion of Evercore is attached to this proxy statement as Annex C.

The GP Board, after considering various factors, including the unanimous determination and recommendation of the Conflicts Committee, has unanimously and in good faith (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are (A) fair and reasonable to the Partnership Unaffiliated Common Unitholders and the holders of Public Preferred Units and (B) in the best interest of the Partnership, (ii) approved the Merger Agreement, the execution, delivery and performance of the Merger Agreement and the consummation of the transactions contemplated thereby, including the Merger, (iii) resolved to submit the Merger Agreement and the Merger to a vote of the Unitholders and (iv) recommended approval of the Merger Agreement and the Merger by the Unitholders. Accordingly, the GP Board recommends that the Unitholders vote “FOR” the Merger Proposal and vote “FOR” the Adjournment Proposal.

Only Unitholders of record as of the close of business on                , 2022 are entitled to notice of the Special Meeting and to vote at the Special Meeting or at any adjournment or postponement thereof. A list of Unitholders entitled to vote at the Special Meeting will be available in the Partnership’s offices located at 6060 American Plaza, Suite 600, Tulsa, Oklahoma 74135, during regular business hours for a period of 10 days before the Special Meeting, and at the place of the Special Meeting during the meeting.

Approval of the Merger Agreement and the Merger is a condition to the consummation of the Merger and requires (i) the affirmative vote of holders of a majority of the issued and outstanding Common Units and Preferred Units (voting on an “as if” converted to Common Unit basis), voting as a single class based on one vote per Unit, and (ii) the affirmative vote of holders of a majority of the issued and outstanding Preferred Units, voting separately as a class based on one vote per Preferred Unit. Pursuant to the Partnership Agreement, the Preferred Units are convertible on a one-to-one basis into Common Units at the option of the unitholder. Concurrently with the execution of the Merger Agreement, the Partnership and Parent entered into a support agreement included as Annex B in the attached proxy statement, pursuant to which Parent agreed to vote or cause the 2,745,837 Common Units and 20,801,757 Preferred Units it owns to be voted in favor of the Merger, the adoption of the Merger Agreement and any other matter necessary or desirable for the consummation of the transactions contemplated by the Merger Agreement, including the Merger. Accordingly, Parent’s agreement to vote its Preferred Units in favor of the Merger Agreement will be sufficient to approve the Merger Agreement and the Merger on behalf of the holders of the Preferred Units, voting separately as a class, without the vote or consent of any other holders of Preferred Units. However, Parent’s agreement to vote its Common Units and Preferred Units in favor of the Merger Agreement will not be sufficient to approve the Merger Agreement and the Merger on behalf of the holders of the Common Units and Preferred Units (voting on an “as if” converted to Common Unit basis), voting as a single class, without also obtaining additional votes of other holders of Common Units and Preferred Units. Unitholders will also vote on a proposal to adjourn the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes to approve the Merger Agreement and the Merger, at the time of the Special Meeting. Therefore, your vote is very important. Your failure to vote your Units will have the same effect as a vote “AGAINST” the approval of the Merger Agreement, the Merger and the Adjournment Proposal.

You can cause your Units to be voted by completing the enclosed proxy card and returning it in the prepaid envelope provided. Most Unitholders can also submit their proxies over the Internet or by telephone. If Internet and telephone submission are available to you, you can find instructions on the enclosed proxy card. You can revoke a proxy at any time prior to its exercise at the Special Meeting by voting a subsequent proxy or by following the instructions in the enclosed proxy statement.

The accompanying proxy statement is dated                , 2022 and is first being mailed to Unitholders on or about                , 2022.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved the Merger, passed upon the merits of fairness of the merger or passed upon the adequacy or accuracy of the disclosure in this proxy statement. Any representation to the contrary is a criminal offense.

YOUR VOTE IS IMPORTANT!

WHETHER OR NOT YOU EXPECT TO ATTEND THE SPECIAL MEETING IN PERSON, WE URGE YOU TO SUBMIT YOUR PROXY AS PROMPTLY AS POSSIBLE (i) BY TELEPHONE, (ii) VIA THE INTERNET OR (iii) BY MARKING, SIGNING AND DATING THE ENCLOSED PROXY CARD AND RETURNING IT IN THE PREPAID ENVELOPE PROVIDED. You may revoke your proxy or change your voting instructions at any time before the Special Meeting. If your Units are held in the name of a bank, broker or other fiduciary, please follow the instructions on the voting instruction card furnished to you by such record holder.

We urge you to read the accompanying proxy statement, including all documents incorporated by reference into the accompanying proxy statement, and its annexes carefully and in their entirety. If you have any questions concerning the Merger Proposal, the Adjournment Proposal, the Special Meeting or the accompanying proxy statement or would like additional copies of the accompanying proxy statement or need help voting your Units, please contact the Partnership’s proxy solicitor:

Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York, NY 10022

Unitholders may call toll free: (877) 750-0870

Banks and Brokers may call collect: (212) 750-5833

TABLE OF CONTENTS

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QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING

Set forth below are questions that you, as a Unitholder, may have regarding the Merger Proposal, the Adjournment Proposal and the Special Meeting, and brief answers to those questions. You are urged to read carefully this proxy statement and the other documents referred to in this proxy statement in their entirety, including the Merger Agreement, which is attached as Annex A to this proxy statement, the Support Agreement, which is attached as Annex B to this proxy statement and the opinion of Evercore, which is attached as Annex C to this proxy statement, and the documents incorporated by reference into this proxy statement, because this section may not provide all of the information that is important to you with respect to the Merger and the Special Meeting. You may obtain a list of the documents incorporated by reference into this proxy statement in the section titled “Where You Can Find More Information.”

This document is being delivered to you as a proxy statement by which the GP Board is soliciting proxies from you to vote on the approval of the Merger Agreement and the Merger at the Special Meeting or at any adjournment or postponement of the Special Meeting.

Your vote is extremely important, and we encourage you to submit your proxy as soon as possible. For more information on how to vote, please see the section of this proxy statement entitled “The Partnership Special Meeting Unitholder Meeting.”

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The approval of the Merger Proposal by (a) Unitholders holding a majority of the issued and outstanding Common Units and Preferred Units (voting on an “as if” converted to Common Unit basis), voting as a single class based on one vote per Unit, and (b) Unitholders holding a majority of the issued and outstanding Preferred Units, voting separately as a class based on one vote per Preferred Unit, is a condition to the obligations of the Partnership and Parent to complete the Merger. The approval of the Adjournment Proposal is not a condition to the obligations of the Partnership or Parent to complete the Merger.

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For more information regarding the ability of the Partnership to terminate the Merger Agreement, and the Conflicts Committee’s or the GP Board’s ability to change its recommendation with respect to the Merger Proposal, see “Proposal No. 1. The Merger Agreement—Termination of the Merger Agreement” beginning on page 86 of this proxy statement and “Proposal No. 1. The Merger Agreement—Change in the GP Board Recommendation” beginning on page 81 of this proxy statement.

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Pursuant to the terms of the Support Agreement entered into in connection with entry into the Merger Agreement and included as Annex B to this proxy statement, Parent has agreed to appear at the Special Meeting or otherwise cause its Units to be counted as present thereat for the purpose of establishing a quorum and vote (or consent), or cause to be voted at such meeting, in person or by proxy, all of its Common Units and Preferred Units in favor of the Merger Agreement and the transactions contemplated thereby, including the Merger. Accordingly, Parent’s agreement to vote its Preferred Units in favor of the Merger Agreement will be sufficient to approve the Merger Agreement and the Merger on behalf of the holders of the Preferred Units, voting separately as a class, without the vote or consent of any other holders of Preferred Unit. However, Parent’s agreement to vote its Common Units and Preferred Units in favor of the Merger Agreement will not be sufficient to approve the Merger Agreement and the Merger on behalf of the holders of the Common Units and Preferred Units (voting on an “as if” converted to Common Unit basis), voting as a single class, without also obtaining additional votes of other holders of Common Units and Preferred Units. The Partnership encourages you to read the Support Agreement carefully and in its entirety.

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Forms of proxies and proxy materials may also be distributed through brokers, banks and other nominees to the beneficial owners of Common Units and Preferred Units, in which case these parties will be reimbursed for their reasonable out-of-pocket expenses.

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Even if you plan to attend the Special Meeting in person, you are encouraged to submit your proxy as described above so that your vote will be counted if you later decide not to attend the Special Meeting.

If your Units are held by a broker, bank or other nominee, also known as holding units in “street name,” you should receive instructions from the broker, bank or other nominee that you must follow in order to have your Units voted. Please review such instructions to determine whether you will be able to vote via the Internet or by telephone. The deadline for submitting your proxy by telephone or electronically through the Internet is 11:59 p.m. Eastern Time on                  , 2022 (the “telephone/internet deadline”). If the Special Meeting is adjourned to solicit additional votes in favor of the Merger Proposal, the deadline for submitting your proxy by telephone or electronically through the Internet deadline may be extended. The failure to instruct your bank, brokerage firm or other nominee to vote your Units “FOR” approval of the Merger Proposal will have the same effect as voting “AGAINST” approval of the Merger Proposal.

If you do not provide voting instructions to your broker, your Units will not be voted on any proposal on which your broker does not have discretionary authority to vote. This is referred to in this proxy statement and in general as a broker non-vote. In these cases, the broker can register your Units as being present at the Special Meeting for purposes of determining a quorum but will not be able to vote on those matters for which specific authorization is required. Under the current rules of the Nasdaq, brokers do not have discretionary authority to vote on any of the Proposals, including the Merger Proposal. A broker non-vote will have the same effect as a vote “AGAINST” the Merger Proposal and the Adjournment Proposal.

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If you hold your Units through a broker or other nominee, you must follow the directions you receive from your broker or other nominee in order to revoke your proxy or change your voting instructions.

Only your last submitted proxy will be considered. Please cast your vote “FOR” each of the proposals listed in this proxy statement, following the instructions provided, as promptly as possible.

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If you hold Common Units or Preferred Units through a broker or other nominee, please instruct your broker or nominee to submit your proxy for your Units by following the instructions that the broker or nominee provides to you with these materials.

A number of brokerage firms with account holders who are Unitholders may also use householding. Once you have received notice from your bank or broker that it will be householding materials to your address, householding generally will continue until you are notified otherwise or until you revoke your consent.

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If, at any time, you no longer wish to participate in “householding” and you prefer to receive separate proxy materials, please notify your broker or write to the following address:

Blueknight Energy Partners, L.P.

6060 American Plaza, Suite 600

Tulsa, Oklahoma 74135

Attention: Secretary

Phone: (918) 237-4000

For further discussion of householding matters, see “Other Matters—Householding of Special Meeting Materials.”

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SPECIAL FACTORS

This section of the proxy statement describes the material aspects of the proposed Merger. This section may not contain all of the information that is important to you. You should carefully read this entire proxy statement and the documents incorporated herein by reference, including the full text of the Merger Agreement, the Support Agreement and the Fairness Opinion for a more complete understanding of the Merger. Copies of the Merger Agreement, the Support Agreement, and the opinion of Evercore are attached hereto as Annex A, Annex B and Annex C, respectively. In addition, important business and financial information about the Partnership is included in or incorporated into this proxy statement by reference. See “Where You Can Find More Information.”

Effects of the Merger

Pursuant to the Merger Agreement, Merger Sub, a wholly owned subsidiary of Parent, will merge with and into the Partnership, with the Partnership surviving the Merger and continuing to exist as a Delaware limited partnership, and (i) each Public Common Unit will be converted into the right to receive the Common Unit Merger Consideration, and (ii) each Public Preferred Unit will be converted into the right to receive the Preferred Unit Merger Consideration. If the Merger is completed, (i) holders of Units other than Parent and its subsidiaries (including the Partnership Unaffiliated Common Unitholders and Partnership Unaffiliated Preferred Unitholders) will no longer have an equity interest in the Partnership, (ii) the Units will no longer be listed on the Nasdaq, (iii) the Units will be deregistered under the Exchange Act as promptly as practicable following the Effective Time and (iv) Parent, as the sole ultimate parent of General Partner and the sole member of Merger Sub, will own all of the limited partner interests, general partner units and Incentive Distribution Rights of the Partnership.

The limited liability company interests in Merger Sub issued and outstanding immediately prior to the Effective Time will be cancelled and cease to exist, and no consideration will be delivered in respect thereof. At the Effective Time, the books and records of the Partnership will be revised to reflect (i) the cancellation and retirement of all Units that were converted into the right to receive the applicable Merger Consideration and that, immediately following the Effective Time, Parent will be the only holders of Units and (ii) that the existence of the Partnership will continue without dissolution.

The Partnership’s general partner units and Incentive Distribution Rights, and the Units owned by Parent, in each case that are issued and outstanding immediately prior to the Effective Time, will be unaffected by the Merger and will remain outstanding and no consideration will be paid or delivered in respect thereof.

As a result and upon consummation of the Merger, the Partnership will cease to be a publicly traded partnership and the Units will no longer be traded on the Nasdaq. The current unitholders of the Partnership (other than the General Partner and Parent) will no longer have any interest in the Partnership’s future earnings or growth. The Merger will have the federal tax consequences described under “Material U.S. Federal Income Tax Considerations.”

In addition, as a result and upon consummation of the Merger, Parent, as the sole ultimate parent of the General Partner and the sole member of Merger Sub, will own all of the limited partner interests, general partner units and Incentive Distribution Rights of the Partnership.

The Partnership’s net book value (calculated as total assets minus total liabilities) as of March 31, 2022 was approximately $5,931,000, and the Partnership’s net earnings for the three months ended March 31, 2022 was $6,642,000. As of March 31, 2022, the Ergon Filing Parties beneficially owned or controlled approximately 6.6% of the Partnership’s outstanding Common Units and 60.5% of the Partnership’s outstanding Preferred Units, representing an effective beneficial ownership by the Ergon Filing Parties as of March 31, 2022, of 30.4% of the Partnership’s net book value attributable to such Units, which in combination with Holdings also indirectly owning the 1.6% general partner interest in the Partnership and 100% of the Partnership’s outstanding Incentive Distribution Rights, represented an effective beneficial ownership by the Ergon Filing Parties attributable to

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around 32.0% of the Partnership’s net earnings for the three months ended March 31, 2022 ($2,125,440). If the Merger is consummated, the Ergon Filing Parties’ aggregate beneficial interest in the Partnership’s net book value will increase to 100% and net earnings will increase to 100%. Accordingly, if the Merger is consummated, the Ergon Filing Parties’ aggregate beneficial interest in the Partnership’s net book value and net earnings will increase to approximately $5,931,000 and $6,642,000, respectively (based on the Partnership’s March 31, 2022 financial data), and the Ergon Filing Parties will have an indirect beneficial interest in the Partnership’s net book value and net income attributable to owners in proportion to such person or entity’s beneficial ownership interest in the Partnership. Parent and its affiliates will also be entitled to any future increase in the Partnership’s value and all income generated by the Partnership’s operations going forward.

Background of the Merger

On July 19, 2016, Parent, the Partnership and certain of their respective affiliates and the former owners of the General Partner entered into a series of agreements pursuant to which, among other items, (i) Parent and its affiliates agreed to contribute asphalt terminals at nine locations and $22.1 million in cash to the Partnership in exchange for 18,312,968 newly issued Preferred Units, (ii) Parent agreed to acquire 847,457 newly issued Common Units for $5.0 million in cash and (iii) Parent agreed to purchase all of the equity interests in Blueknight GP Holding, LLC, which owns 100% of the equity interests in the General Partner, in consideration of the former owners of the General Partner agreeing to have 6,667,695 of their Preferred Units repurchased by the Partnership. Such transactions closed on October 5, 2016 and in connection with such closing and its obtaining 100% ownership of the General Partner, Parent appointed a majority of the members of the GP Board. Duke R. Ligon, Steven M. Bradshaw and John A. Shapiro remained on the GP Board as independent directors following the closing of such transactions and serve as members of the Conflicts Committee of the GP Board.

Following these transactions, Ergon and its affiliates engaged in a number of transactions with the Partnership through March 2019 that were intended to facilitate growth and support the Partnership’s credit profile. These transactions included purchasing assets from the Partnership, engaging in dropdown transactions with the Partnership, supporting the Partnership’s development of new assets and prepaying certain amounts owed to the Partnership. Ergon acquired additional Common Units and Preferred Units through certain of these supportive actions as well as a series of open market and negotiated purchases through September 2020.

Ergon and its management and the management of the General Partner, together with the GP Board, regularly review operational and strategic opportunities to increase value for Ergon’s and the Partnership’s respective investors. In connection with these reviews, the parties have, from time to time, evaluated potential transactions that would further their respective strategic objectives.

In recent years, Ergon has from time to time considered the external environment for master limited partnerships (“MLPs”) generally, and for the Partnership specifically, including the reduced accessibility of debt and equity capital markets for MLPs and other energy companies; the increasing cost of capital for MLPs, particularly micro-cap MLPs such as the Partnership; the increased desire of investors for companies legally structured as traditional corporations for governance and liquidity reasons; the passage of the Tax Cuts and Jobs Act of 2017, which lowered the U.S. federal corporate income tax rate from 35% to 21% and thereby reduced the relative tax benefits of the MLP pass-through structure; rising interest rates and inflationary pressures; and the perceived effects of such market dynamics on the trading prices for the Common Units and Preferred Units. These market trends have led to numerous transactions involving MLPs, including buy-ins of MLPs by their corporate sponsors, acquisitions of MLPs by third parties, conversions of MLPs to corporations for income tax and state law purposes and simplifications of MLPs in which incentive distribution rights are modified or eliminated to improve the MLPs’ cost of capital. The overall result of these transactions has been a significant reduction in the number of outstanding MLPs in recent years.

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In early 2019, Ergon began considering a potential transaction to acquire the Partnership and engaged Baker Botts L.L.P. (“Baker Botts”), Richards, Layton & Finger, P.A. (“RLF”) and Watson Jones PLLC (“Watson Jones”) to serve as its counsel in connection with a potential transaction. Ergon also interviewed several potential financial advisors and entered into an engagement letter with Jefferies LLC (“Jefferies”) in April 2019 to serve as Ergon’s financial advisor.

Following discussions with its advisors, including a summary of the legal considerations associated with a potential transaction presented by Baker Botts, Ergon determined that the Partnership’s then-current market valuation and lack of investor interest in MLPs generally made a take-private transaction attractive to Ergon. On May 23, 2019, following approval of Ergon’s board of directors, Ergon submitted a written proposal to the GP Board to acquire all of the outstanding Common Units and Preferred Units in each case not owned by Ergon and its affiliates at a purchase price of $1.19 per Common Unit and $5.69 per Preferred Unit (the “2019 Proposal”), which then represented an approximate 3.2% premium to the closing prices of each of the Common Units and Preferred Units. In late May 2019, the GP Board authorized and empowered the Conflicts Committee to (i) make such investigation of the 2019 Proposal as the Conflicts Committee deemed necessary or appropriate, including whether to undertake the 2019 Proposal, (ii) review and evaluate the terms and conditions, and determine the advisability, of the 2019 Proposal, (iii) negotiate, or delegate the ability to negotiate to any persons, the terms and conditions of the 2019 Proposal, (iv) determine whether the 2019 Proposal is fair and reasonable to, and in the best interests of, the Partnership Unaffiliated Common Unitholders, (v) determine (which may include determining not to proceed with the 2019 Proposal) what action, if any, should be taken by the Partnership with respect to the 2019 Proposal and to approve or not approve any such action and (vi) make a recommendation to the GP Board and the Partnership Unaffiliated Common Unitholders whether or not to approve the 2019 Proposal.

The Conflicts Committee interviewed potential legal and financial advisors and selected Gibson, Dunn & Crutcher LLP (“Gibson Dunn”) as its legal counsel and Evercore as its financial advisor with respect to the 2019 Proposal. The Conflicts Committee met numerous times throughout June and early July 2019 with Evercore, Gibson Dunn and management of the General Partner and on July 12, 2019 the Conflicts Committee unanimously agreed to make a counterproposal of $2.50 per Common Unit and to require that consummation of the 2019 Proposal be subject to a separate class vote of the holders of Common Units excluding Common Units held by Ergon and its affiliates (“Unaffiliated Common Unitholder Approval”). On August 5, 2019, Ergon amended the 2019 Proposal to acquire all of the outstanding Common Units and Preferred Units in each case not owned by Ergon and its affiliates at a purchase price of $1.35 per Common Unit and $5.67 per Preferred Unit and publicly filed such amended 2019 proposal as an exhibit to its amended Schedule 13D filed on the same date with the SEC (the “Schedule 13D”). The Conflicts Committee met numerous times throughout August 2019 and early September 2019 with representatives of Evercore and Gibson Dunn and management of the General Partner to discuss the amended 2019 Proposal, and on September 6, 2019 the Conflicts Committee unanimously agreed to make a counterproposal of $2.00 per Common Unit and to require that consummation of the amended 2019 Proposal be subject to an Unaffiliated Common Unitholder Approval.

Following discussions with the Conflicts Committee’s advisors and failure to reach any agreement on valuation, Ergon withdrew the 2019 Proposal on September 11, 2019 and updated its Schedule 13D to reflect the withdrawal of such offer.

In December 2020, the Partnership entered into multiple agreements with third parties to sell its crude oil terminalling, pipeline and trucking business. Upon the closing of these transactions in the first quarter of 2021, the Partnership became a pure-play, downstream terminalling business focused on infrastructure and transportation end markets. Net proceeds from the sale of the crude oil business were used to repay outstanding indebtedness under the Partnership’s credit facility.

Beginning in late August 2021 and largely as the result of the divestiture of the Partnership’s crude oil businesses in late 2020 and an increase in the market price for the Common Units that Ergon believed would

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facilitate negotiation of a transaction, Ergon management began to again consider a take-private transaction with respect to the Partnership. Following internal discussions in mid-September 2021, Ergon management held a discussion with Baker Botts to discuss potential transaction structures to acquire the Partnership and subsequently determined to continue working with Jefferies as its financial advisor in connection with a potential transaction. Ergon subsequently entered into an engagement letter with Jefferies on September 27, 2021. During the remainder of September, Ergon management held several calls with its advisors regarding structural and legal considerations relating to a potential transaction.

Independently, on September 20, 2021, management of the General Partner approached Ergon management with a proposal to convert all of the Preferred Units into Common Units at a range of ratios that was based on the then-prevailing market prices for both securities. Management of the General Partner believed that such a simplification of the Partnership’s capital structure would result in a higher trading price for the Common Units and would give Ergon increased opportunity to recognize the upside of the Partnership’s business. Following these discussions, Mr. Haddox informed management of the General Partner that Ergon was not interested in relinquishing the fixed return and priority provided by the Preferred Units and increasing its ownership of Common Units at the present time.

On October 6, 2021, Ergon management held a call with representatives of Jefferies, Baker Botts and Watson Jones to discuss the mechanics and legal considerations of a potential transaction. Ergon management also discussed with representatives of Jefferies various valuation metrics in connection with a potential offer to be made to the GP Board. Following the discussion with Ergon management and at the request of Ergon, representatives of Jefferies shared with Ergon Jefferies’s preliminary discussion materials, including a summary of certain preliminary illustrative financial analyses of the Partnership.

On October 8, 2021, the Ergon board held a meeting to consider a potential acquisition transaction relating to the Partnership. At that meeting, the Ergon board approved pursuing a potential transaction and the making of an offer to the GP Board. Following this meeting, Ergon submitted an offer letter to the GP Board reflecting an offer price of $3.32 per Common Unit and $8.46 per Preferred Unit (the “Initial Proposal”), which represented a premium of approximately 5% and 3% to the 20-day volume-weighted average price of the Common Units and Preferred Units, respectively. That day, Mr. Haddox and Mr. Wall also called Duke Ligon, the Chairman of the GP Board, and D. Andrew Woodward, the Chief Executive Officer of the General Partner, to inform them of the Initial Proposal. Ergon also amended its Schedule 13D to publicly disclose the Initial Proposal.

By unanimous written consent dated October 11, 2021, the GP Board authorized and empowered the Conflicts Committee to (i) make such investigation of the Proposed Transaction as the Conflicts Committee deemed necessary or appropriate, including whether to undertake the Proposed Transaction, (ii) review and evaluate the terms and conditions, and determine the advisability, of the Proposed Transaction, (iii) negotiate, or delegate the ability to negotiate to any persons, the terms and conditions of the Proposed Transaction, (iv) determine whether the Proposed Transaction is fair and reasonable to, and in the best interests of, the Partnership Unaffiliated Common Unitholders, (v) determine (which may include determining not to proceed with the Proposed Transaction) what action, if any, should be taken by the Partnership with respect to any Proposed Transaction and to approve or not approve any such action and (vi) make a recommendation to GP Board and the Partnership Unaffiliated Common Unitholders whether or not to approve the Proposed Transaction. The GP Board reserved for itself the determination of whether the Proposed Transaction was fair and reasonable to the Partnership Unaffiliated Preferred Unitholders as the Conflicts Committee could not represent the interests of both the Partnership Unaffiliated Common Unitholders and the Partnership Unaffiliated Preferred Unitholders and as the Preferred Units are a security with a fixed return and a fixed conversion ratio that do not participate in the growth or other upside of the Partnership.

On October 11, 2021, the Conflicts Committee engaged Gibson Dunn as its legal counsel with respect to the Proposed Transaction and met with representatives from Gibson Dunn to discuss the Initial Proposal and identify potential financial advisors to interview. The Conflicts Committee and Gibson Dunn also discussed the duties of

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directors of the General Partner, the framework for resolution of conflicts of interest involving the Partnership, and the process and recommendations for resolution of conflicts of interest in connection with the Initial Proposal. In October 2021, the Conflicts Committee and representatives from Gibson Dunn interviewed three potential financial advisors and selected Evercore as the Conflicts Committee’s financial advisor with respect to the Initial Proposal. In connection with Evercore’s engagement, the Conflicts Committee noted, based on information provided by Evercore, the absence of material relationships of Evercore with the Partnership, the General Partner, Ergon and certain related entities.

On October 21, 2021, Ergon management held a call with representatives of Jefferies, Baker Botts and Watson Jones to discuss the status of the transaction and potential alternatives in the event an agreement could not be reached with the Conflicts Committee. Ergon management also discussed with its legal and financial advisors various potential growth projects that had been identified by management of the General Partner and discussed with the GP Board, including the likelihood of their completion.

On October 25, 2021, the Conflicts Committee met with representatives of Evercore and Gibson Dunn to discuss the Initial Proposal and next steps. Evercore stated that it had received a financial model from management of the General Partner and was starting its analysis of the Initial Proposal.

On November 2, 2021, the Conflicts Committee met with representatives of Evercore and Gibson Dunn to discuss the preliminary discussion materials prepared by Evercore evaluating the Initial Proposal based on the preliminary data, including financial projections, provided by management of the General Partner. Evercore discussed, among other things, (i) an overview of the Partnership; (ii) a summary of the Initial Proposal; (iii) the historical price performance of the Common Units and Preferred Units; (iv) an overview of the holdings of the largest unitholders; (v) the financial projections provided by management of the General Partner; (vi) a preliminary valuation of the Common Units; and (vii) an overview of the Preferred Units. Evercore explained that there were several items in the financial model that it wanted to discuss with management of the General Partner, and the Conflicts Committee determined that it would review the Evercore materials and meet the following week.

On November 9, 2021, the Conflicts Committee met with representatives of Evercore and Gibson Dunn to discuss updated preliminary discussion materials prepared by Evercore and to discuss the appropriate valuation of the Common Units.

On November 12, 2021, the Conflicts Committee met with representatives from Gibson Dunn and management of the General Partner. At such meeting, management discussed the financial results for the third quarter of 2021 and various development projects they were pursuing and the likelihood of completing such projects. Management then departed the meeting and representatives of Evercore joined the meeting and discussed with the Conflicts Committee its valuation of the Common Units. After extensive discussion, the members of the Conflicts Committee unanimously agreed to make a counterproposal of $5.50 per Common Unit and to require that consummation of the Initial Proposal be subject to an Unaffiliated Common Unitholder Approval (the “November Counterproposal”). The Conflicts Committee directed Evercore to orally deliver the November Counterproposal to representatives of Jefferies, which Evercore did later that day.

Ergon management and its legal and financial advisors held a meeting later that day at which they discussed the November Counterproposal, including potential responses. During this discussion Ergon management discussed with representatives of Jefferies the possibility of preparing materials to support a potential counteroffer by Ergon. After this discussion, Ergon management held a series of discussions with its legal and financial advisors relating to the scope and content those materials.

On November 15, 2021, Evercore provided preliminary discussion materials to the Conflicts Committee discussing the potential tax impact to the holders of Common Units and Preferred Units if a transaction were to be consummated based on information provided by the Partnership’s tax advisors.

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On November 30, 2021 and December 20, 2021, Evercore provided preliminary discussion materials to the Conflicts Committee summarizing communications received from certain unitholders reflecting their view on the valuation of the Common Units.

In late November and December 2021, the Partnership worked with a significant customer to restructure certain of its contracts, which provided greater certainty with respect to the Partnership’s cash flow profile. On December 13, 2021, the Partnership announced that it had entered into a definitive agreement to acquire an asphalt terminal and 200-acre industrial park in Colorado from a third party and a separate arrangement to organically expand the storage, logistics, and product capabilities at an asphalt terminal owned by the Partnership.

On December 21, 2022, Ergon management held a discussion with representatives of Jefferies, Baker Botts and Watson Jones to review the materials prepared by Jefferies and discuss a potential counteroffer to the Conflicts Committee. On that call, representatives of Jefferies reviewed with Ergon management the materials prepared by Jefferies to support a potential counteroffer by Ergon. After a discussion among Ergon management and its legal and financial advisors, Ergon management decided to make a counteroffer to the Conflicts Committee of $4.00 per Common Unit (the “December Counteroffer”).

On December 22, 2021, at the direction of Ergon management, representatives of Jefferies contacted representatives of Evercore and discussed Ergon’s view that many of the Partnership’s growth projects were highly speculative, the re-contracting with the customer mentioned above, re-contracting risks generally and management’s forecast. Representatives of Jefferies also notified Evercore of the December Counteroffer and provided some materials for the Conflict Committee’s and Evercore’s review as additional support for Ergon’s revised price.

On January 6, 2022, the Conflicts Committee met with representatives from Gibson Dunn and management of the General Partner and reviewed the materials provided by representatives of Jefferies and discussed ongoing development projects the Partnership was pursuing.

On January 10, 2022, the Conflicts Committee met with representatives of Evercore and Gibson Dunn to discuss updated preliminary discussion materials prepared by Evercore and to discuss other alternatives to a cash purchase of the Common Units and Preferred Units by Ergon, including a potential conversion of the Preferred Units into Common Units at a negotiated ratio (rather than the one-for-one ratio provided in the Partnership Agreement), which transaction would simplify the capital structure and eliminate the overhang of continued Preferred Unit distributions on the valuation of the Common Units.

On January 18, 2022, the Conflicts Committee met with representatives of Evercore and Gibson Dunn to discuss preliminary discussion materials prepared by Evercore evaluating a conversion of the Preferred Units into Common Units at various conversion ratios.

On January 20, 2022, the Conflicts Committee met with representatives from Gibson Dunn and management of the General Partner and discussed the potential benefits and negatives of converting the Preferred Units into Common Units.

On January 24, 2022, the Conflicts Committee met with representatives from Gibson Dunn and management of the General Partner and discussed ongoing development projects the Partnership was pursuing and the economic impact of such projects.

On January 27, 2022, the Conflicts Committee met with representatives from Gibson Dunn to discuss responding to the December Counteroffer and unanimously agreed to make a counterproposal of $5.15 per Common Unit and to require that consummation of the Proposal be subject to an Unaffiliated Common Unitholder Approval (the “January Counterproposal”). The Conflicts Committee also determined that Evercore should inform representatives of Jefferies that the Conflicts Committee was open to discussing a conversion of the Preferred Units into Common Units at a negotiated ratio as an alternative to the December Counteroffer.

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On January 31, 2022, at the direction of the Conflicts Committee, representatives of Evercore delivered the January Counterproposal orally to representatives of Jefferies and also stated that the Conflicts Committee was open to discussing a conversion of the Preferred Units into Common Units. Later that day, Ergon management held a conference call with its legal and financial advisors to discuss the January Counterproposal and requested that representatives of Jefferies also ask Evercore to provide an analysis supporting the proposed valuation. Later that day, representatives of Jefferies contacted Evercore and on behalf of Ergon requested that the Conflicts Committee prepare such a presentation.

On February 3, 2022, the Conflicts Committee met with representatives of Evercore and Gibson Dunn to discuss preliminary discussion materials prepared by Evercore which supported a valuation of $5.15 per Common Unit. The Conflicts Committee directed Evercore to send a presentation to representatives of Jefferies and to also inquire about Ergon’s interest in discussing a conversion of the Preferred Units into Common Units. Later that day, at the direction of the Conflicts Committee, Evercore sent the presentation (the “February 3 Presentation”) to representatives of Jefferies and representatives of Jefferies also confirmed to Evercore that Ergon was only interested in the Proposed Transaction and not interested in pursuing a conversion of the Preferred Units into Common Units or other strategic alternatives with respect to the Partnership.

On February 4, 2022, Ergon management held a conference call with its advisors to discuss the February 3 Presentation and their view that it significantly overstated the value of the Common Units because the valuation assumed growth for multiple years beyond historical performance without any project risking applied. Ergon management determined that the most efficient path forward in respect of the Proposed Transaction was an in-person meeting between the Conflicts Committee, management of the General Partner and Ergon management.

On February 8, 2022, Mr. Haddox contacted each of the members of the Conflicts Committee and Mr. Woodward via e-mail and requested an in-person meeting between Mr. Haddox, Mr. Wall and Mr. Woodward and the members of the Conflicts Committee to discuss the January Counterproposal and share thoughts on the value proposition of the Common Units. That same day, at the direction of Ergon management, representatives of Jefferies discussed with representatives of Evercore a list of Ergon’s comments on the February 3 Presentation and later that day sent an email to representatives of Evercore containing such list of comments.

On February 9, 2022, the Conflicts Committee met with representatives from Gibson Dunn and unanimously agreed that it would be beneficial for the Conflicts Committee to meet with Messrs. Haddox and Wall, and later that day, Mr. Steven M. Bradshaw, the Chairman of the Conflicts Committee, contacted Mr. Haddox by e-mail and suggested that since the GP Board had an in-person meeting already scheduled on the afternoon of February 23, 2022, the Conflicts Committee meet with him and Mr. Wall that morning.

On February 14, 2022, the Conflicts Committee met with representatives of Evercore and Gibson Dunn to discuss the list of Ergon’s comments received from representatives of Jefferies on February 8, 2022 related to the February 3 Presentation. The Conflicts Committee directed Evercore to respond to Ergon’s list of comments consistent with the discussion.

On February 15, 2022, at the direction of the Conflicts Committee, Evercore sent representatives of Jefferies a response to the list of Ergon’s comments. Also on February 15, 2022, the Conflicts Committee met with representatives from Gibson Dunn to plan for the upcoming meeting with Ergon.

In the days leading up to the February 23 meeting, Ergon management held several discussions with its legal and financial advisors to discuss the topics to be covered at the meeting and the list of Ergon’s comments regarding Evercore’s February 3 Presentation as they related to the Conflicts Committee’s valuation of the Common Units.

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On February 23, 2022, the members of the Conflicts Committee met in person with Mr. Haddox, Mr. Wall and Mr. Woodward. At that meeting, Messrs. Haddox and Wall discussed several items in the valuation model used by the Conflicts Committee, including Ergon management’s view (i) that the Conflicts Committee’s valuation did not appropriately recognize the serious headwinds facing asphalt marketers, (ii) that the amount of growth expected in the Conflicts Committee’s valuation and some of the related assumptions, including likelihood of project completion, exceeded historical performance and did not account for project risking, (iii) that Ergon’s offer of $4.00 per Common Unit represented a significant premium to the market price, which Ergon believed already appropriately reflected the growth prospects of the Partnership, (iv) that the Proposed Transaction would provide liquidity to unitholders and (v) that it was inefficient to keep the Partnership public as its small size did not allow it to obtain any real benefits available to larger public entities. The members of the Conflicts Committee responded by saying that they did not believe that Ergon’s current proposal gave enough credit to the growth prospects of the Partnership, and that the Conflicts Committee’s view on growth was supported by the Partnership’s low leverage and significant liquidity, the recent passage of the Federal infrastructure bill and that management of the General Partner could create and successfully execute on growth opportunities. At the conclusion of this meeting, the Conflicts Committee asked Messrs. Haddox and Wall to provide a written summary of the items they raised in the meeting, and on March 2, 2022, Messrs. Haddox and Wall delivered a presentation which summarized the notes and analysis discussed at the meeting. Following that meeting, Ergon management discussed with its legal and financial advisors the topics discussed in the meeting.

On March 7, 2022, the Conflicts Committee met with representatives of Evercore and Gibson Dunn to discuss preliminary discussion materials prepared by Evercore which analyzed the summary of Ergon’s position that was delivered on March 2, 2022. The Conflicts Committee discussed that the difference with Ergon on the valuation of the Common Units related primarily to how much credit should be given to future growth projects of the Partnership and that appropriate risk needed to be given to the projected growth projects. The Conflicts Committee also noted that Ergon had not responded to the January Counterproposal and directed Evercore to contact representatives of Jefferies and inquire if Ergon intended to give a response.

On March 8, 2022, at the direction of the Conflicts Committee, representatives of Evercore contacted representatives of Jefferies and requested that Ergon make a counteroffer with respect to the January Counterproposal. Following discussions with its advisors, Ergon management authorized representatives of Jefferies to make a counteroffer of $4.15 per Common Unit on behalf of Ergon (the “March Counteroffer”).

Also on March 8, 2022, the Conflicts Committee met with representatives from Gibson Dunn and management of the General Partner and discussed ongoing development projects the Partnership was pursuing and the impact of such growth projects on the financial projections for the Partnership and the valuation of the Common Units.

On March 9, 2022, representatives of Jefferies contacted representatives of Evercore and notified Evercore of the March Counteroffer.

On March 10, 2022, the Conflicts Committee met with representatives of Evercore and Gibson Dunn to discuss the March Counteroffer and to discuss the Partnership’s projections. The Conflicts Committee asked Evercore to run additional valuation analysis and sensitivities using various assumptions for project risking percentages and cash flow multiples for Stage 2 and Stage 2+ growth projects (each as defined below).

On March 15, 2022, the Conflicts Committee met with representatives of Evercore and Gibson Dunn to discuss preliminary discussion materials prepared by Evercore using the assumptions specified by the Conflicts Committee at the March 10 meeting.

On March 17, 2022, the Conflicts Committee met with representatives from Gibson Dunn and management of the General Partner and discussed ongoing development projects the Partnership was pursuing and the impact of such growth projects on the financial projections for the Partnership. Management departed the meeting and

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the Conflicts Committee discussed how to respond to the March Counteroffer. After such discussion, the members of the Conflicts Committee unanimously agreed to make a counterproposal of $4.75 per Common Unit and to require that consummation of the Proposed Transaction be subject to an Unaffiliated Common Unitholder Approval.

On March 17, 2022, at the direction of the Conflicts Committee, representatives of Evercore contacted representatives of Jefferies and orally delivered a counteroffer from the Conflicts Committee of $4.75 per Common Unit and proposed conditioning the transaction on an Unaffiliated Common Unitholder Approval. Following a discussion with its advisors, Ergon management authorized representatives of Jefferies to respond with a counteroffer of $4.25 per Common Unit and to reject the requirement for approval by Unaffiliated Common Unitholder Approval. Later that same day, representatives of Jefferies contacted Evercore and orally conveyed that Ergon had increased the offered price for the Common Units to $4.25 per unit and that Ergon had rejected the Conflicts Committee’s request that consummation of the Proposed Transaction be subject to an Unaffiliated Common Unitholder Approval.

On March 19, 2022, the Conflicts Committee met with representatives from Gibson Dunn to discuss responding to the latest proposal from Ergon and discussed the prior analyses provided by Evercore. The Conflicts Committee unanimously agreed to make a counterproposal of $4.65 per Common Unit and to require that consummation of the Proposed Transaction be subject to an Unaffiliated Common Unitholder Approval. The Conflicts Committee also determined that it would request that Ergon update its Schedule 13D to reflect the current status of the negotiations or otherwise disclose its most current proposal.

On March 20, 2022, at the direction of the Conflicts Committee, representatives of Evercore contacted representatives of Jefferies and presented a counteroffer from the Conflicts Committee of $4.65 per Common Unit and proposed conditioning the transaction on an Unaffiliated Common Unitholder Approval. The Conflicts Committee also requested that Ergon amend its Schedule 13D to reflect the status of the ongoing price negotiations. Representatives of Jefferies subsequently communicated the counteroffer to Ergon management.

On March 21, 2022, Ergon management held a call with its advisors and authorized representatives of Jefferies to make a counteroffer to the Conflicts Committee of $4.40 per Common Unit and to reject the requests to require an Unaffiliated Common Unitholder Approval and an update to Ergon’s Schedule 13D.

On March 21, 2022, representatives of Jefferies contacted representatives of Evercore and orally conveyed that (i) Ergon had increased the offered price for the Common Units to $4.40 per unit, (ii) Ergon had rejected the Conflicts Committee’s request that consummation of the Proposed Transaction be subject to an Unaffiliated Common Unitholder Approval and (iii) Ergon had rejected the Conflicts Committee’s request that Ergon update its Schedule 13D or to otherwise disclose its most current proposal.

On March 22, 2022, the Conflicts Committee met with representatives of Evercore and Gibson Dunn to discuss the updated proposal from Ergon.

On March 23, 2022, the Conflicts Committee met with representatives from Gibson Dunn to discuss responding to the latest proposal from Ergon and discussed the prior analyses provided by Evercore. The Conflicts Committee unanimously agreed to maintain its proposed price of $4.65 per Common Unit and to no longer require that consummation of the Proposed Transaction be subject to an Unaffiliated Common Unitholder Approval.

On March 23, 2022, at the direction of the Conflicts Committee, representatives of Evercore informed representatives of Jefferies that the Conflicts Committee was willing to drop the requests to require an Unaffiliated Common Unitholder Approval and that Ergon amend its Schedule 13D but reiterated the Conflicts Committee’s prior offer of $4.65 per Common Unit. Following a discussion with its advisors, Ergon management determined to make a counteroffer to the Conflicts Committee of $4.45 per Common Unit.

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On March 24, 2022, at the direction of Ergon management, representatives of Jefferies contacted representatives of Evercore and orally conveyed that Ergon had increased the offered price for the Common Units to $4.45 per unit. Later that day, the Conflicts Committee met with representatives of Evercore and Gibson Dunn to discuss the updated proposal from Ergon and to review preliminary discussion materials prepared by Evercore which contained various sensitivities and the effect on the preliminary valuation of the Common Units.

On March 27, 2022, the Conflicts Committee met with representatives from Gibson Dunn and management of the General Partner and discussed ongoing development projects the Partnership was pursuing, the likelihood of completing such projects and the impact of such growth projects on the financial projections for the Partnership. The Conflicts Committee and management also discussed that the financial results for the Partnership for January and February 2022 were in line with budget. Management departed the meeting and the Conflicts Committee discussed how to respond to the latest proposal from Ergon. After such discussion, the members of the Conflicts Committee unanimously agreed to maintain its proposed price of $4.65 per Common Unit.

In the morning on March 28, 2022, at the direction of the Conflicts Committee, representatives of Evercore contacted representatives of Jefferies and orally conveyed that the Conflicts Committee was holding firm at $4.65 per Common Unit. Later that day, Ergon management held a call with representatives of Jefferies, Baker Botts and Watson Jones to discuss the Conflicts Committee’s most recent counteroffer. On the call, Ergon management decided to accept the $4.65 Common Unit price and to work to finalize a transaction in the coming weeks. Ergon management also discussed with its advisors whether to increase the price offered to the Preferred Units from Ergon’s original Proposal, particularly in light of the increase in the market price of the Preferred Units since Ergon made its original Proposal and determined to continue monitoring the performance of the Preferred Units. Following this discussion, Ergon management held several calls with Baker Botts and Watson Jones to finalize an initial draft Merger Agreement.

On April 1, 2022, at the direction of Ergon management, representatives of Jefferies contacted representatives of Evercore and orally conveyed that Ergon would agree to the Conflicts Committee’s proposed price of $4.65 per Common Unit, and that Ergon would send a draft merger agreement for the Conflicts Committee’s review. Following this discussion, representatives of Jefferies sent an initial draft of the Merger Agreement to Evercore. Later that day, Baker Botts, sent the same draft of the Merger Agreement to Gibson Dunn. The initial draft Merger Agreement provided, among other items, that (i) the Partnership could not solicit any proposal that could constitute an acquisition proposal (a “no-shop” provision), (ii) the GP Board could only change its recommendation with respect to the Merger if it determined in good faith (after consultation with the Conflicts Committee and outside legal counsel) that in response to an intervening event or a superior proposal the failure to take such action would constitute a breach of its duties under the Partnership Agreement and applicable law; (iii) the Partnership would be liable for a termination fee equal to 3.5% of the consideration payable to common unitholders and an expense reimbursement of up to $3.0 million in certain circumstances; and (iv) if the Merger Agreement were terminated in certain circumstances, Parent’s liability would be limited to an expense reimbursement up of to $3.0 million. The Merger Agreement also contemplated delivery of a Support Agreement whereby Ergon would agree to vote its Common Units and Preferred Units in favor of the Merger. Additionally, the Merger Agreement did not provide for the payment of the quarterly distribution for any completed quarter if the Closing occurred prior to the record date for such quarter.

On April 5, 2022, Gibson Dunn and Baker Botts discussed various points in the Merger Agreement specifically focusing on the scope of the Conflicts Committee’s approval and the fact that the Conflicts Committee was not considering the interests of the Partnership Unaffiliated Preferred Unitholders. Baker Botts subsequently discussed these points with RLF. Later that day, Baker Botts sent an initial draft of the Support Agreement to Gibson Dunn.

On April 7, 2022, the Conflicts Committee held a meeting with representatives from Gibson Dunn at which Gibson Dunn provided an overview of the terms of the initial draft of the Merger Agreement and provided some

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initial comments on the Merger Agreement. The Conflicts Committee provided comments to Gibson Dunn on the draft Merger Agreement and directed Gibson Dunn to prepare revisions to the Merger Agreement and send the revisions to Baker Botts.

On April 7, 2022, Gibson Dunn delivered a revised draft Merger Agreement to Baker Botts reflecting the revisions the Conflicts Committee discussed with Gibson Dunn earlier that day, including, among others, (i) providing more flexibility for the Partnership to operate in the ordinary course of business pending closing of the Merger, (ii) allowing the Conflicts Committee to change its recommendation with respect to the Merger if it determined in good faith that in response to an intervening event or a superior proposal the Merger is no longer in the best interest of the Partnership Unaffiliated Common Unitholders, (iii) providing that the Partnership will continue to pay its regular quarterly distributions for any completed quarter if the Closing occurred prior to the record date for such quarter, (iv) providing that the Partnership will pay a pro rata distribution for the period between the last completed quarter for which a distribution has been paid and the Closing, (v) eliminating a termination right in favor of the Parent in the event the Partnership fails to comply with the no-shop provision, (vi) providing that the termination fee will be equal to 2.5% of the consideration payable to common unitholders, (vii) eliminating the limitation of the Parent’s liability to an expense reimbursement of up to $3.0 million and (viii) providing that the Conflicts Committee has to approve any amendment or modification of the Merger Agreement.

On April 7 and April 8, 2022, Ergon management held a series of calls with Baker Botts and Watson Jones to discuss the Merger Agreement and various structuring matters relating to the proposed transaction.

On April 11, 2022, Gibson Dunn delivered a revised draft of the Support Agreement to Baker Botts, which revised draft, among other changes, provided that such agreement could not be amended or modified without the consent of the Conflicts Committee.

Over the course of April 11 and April 12, 2022, a series of discussions among Ergon management, Baker Botts, Watson Jones and RLF took place regarding the Merger Agreement. Subsequent to these discussions, Baker Botts prepared a revised draft of the Merger Agreement. On April 11, 2022, Gibson Dunn sent a revised draft of the Support Agreement to Baker Botts.

On April 13, 2022, Baker Botts discussed certain provisions of the Merger Agreement with Gibson Dunn and subsequently delivered a revised draft of the Merger Agreement to Gibson Dunn which revised draft, among other changes, (i) provided that either the GP Board or the Conflicts Committee could change its recommendation with respect to the Merger if it determined in good faith (after consultation with outside legal counsel) that in response to an intervening event or a superior proposal the failure to take such action would constitute a breach of its duties under the Partnership Agreement and applicable law, (ii) rejected a provision requiring the Partnership to pay both its regular quarterly distribution and a pro rata distribution, (iii) re-inserted a termination right in favor of the Parent in the event the Partnership fails to comply with the no-shop provision and (iv) provided that the termination fee will be equal to 3% of the of the consideration payable to common unitholders.

On April 16, 2022, the Conflicts Committee held a meeting with representatives from Gibson Dunn at which Gibson Dunn provided an overview of the outstanding items in the revised draft of the Merger Agreement. The Conflicts Committee provided comments to Gibson Dunn on the revised draft Merger Agreement and directed Gibson Dunn to prepare revisions to the Merger Agreement and send the revisions to Baker Botts.

On April 17, 2022, Gibson Dunn delivered a revised draft Merger Agreement to Baker Botts reflecting the revisions the Conflicts Committee discussed with Gibson Dunn on April 16, including, among others, (i) providing that either the GP Board or the Conflicts Committee could change its recommendation with respect to the Merger if it determined in good faith (after consultation with outside legal counsel) that in response to an intervening event or a superior proposal the failure to take such action would be inconsistent with its duties under

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the Partnership Agreement and applicable law, (ii) providing that the Partnership will pay its regular quarterly distribution for any quarter completed prior to the Closing (irrespective as to whether the ordinary course record date would normally occur prior to the Closing), and (iii) eliminating a termination right in favor of the Parent in the event the Partnership fails to comply with the no-shop provision.

During the morning of April 18, 2022, representatives of Baker Botts and Watson Jones held a call with Ergon management to discuss the remaining open items in the Merger Agreement and following that call Baker Botts and Gibson Dunn held a call to discuss those items. Later that afternoon, Baker Botts sent Gibson Dunn a revised draft of the Support Agreement incorporating minor changes and a revised draft of the Merger Agreement reinserting a termination right in favor of the Parent in the event the Partnership fails to comply with the no-shop provision and removing any affirmative covenant with respect to the Partnership’s payment of distributions between signing and closing. Representatives from Baker Botts also contacted Gibson Dunn and stated that Ergon (i) did not want to commit the Partnership to pay a distribution for any quarter other than the first quarter of 2022 and (ii) wanted to retain a termination right in favor of the Parent in the event the Partnership fails to comply with the no-shop provision. That same afternoon, Gibson Dunn provided to Baker Botts an initial draft of the Partnership disclosure letter under the Merger Agreement.

Later that day, the Conflicts Committee met with representatives from Gibson Dunn, and Gibson Dunn provided an overview of the two outstanding items in the revised draft of the Merger Agreement. The Conflicts Committee unanimously determined to propose that (i) the Partnership continue to pay its regular quarterly distributions consistent with past practice (including setting record dates) and (ii) the termination right in favor of the Parent in the event the Partnership fails to comply with the no-shop provision be eliminated. Following the meeting, representatives from Gibson Dunn contacted representatives from Baker Botts and orally delivered these two comments.

Later that evening, Gibson Dunn informed Baker Botts that the Conflicts Committee was comfortable removing the requirement for the Partnership to pay a distribution for any completed quarter but continued to insist on a covenant for the Partnership to pay distributions at historic levels and to delete the immediate termination right of Ergon for certain covenant breaches.

During the course of April 19, 2022, representatives of Baker Botts and Watson Jones held several discussions with Ergon management on the remaining open points in the Merger Agreement and various alternatives around the ability of the Partnership to pay distributions between signing and closing. Following these discussions, later that afternoon Baker Botts sent an e-mail to Gibson Dunn providing proposed language that would allow the Partnership to pay distributions on the Common Units for the second and third quarters of 2022 so long as the Partnership’s distributable cash flow available for distributions for such quarters was consistent with projected levels shared with the GP Board of at least $9.35 million and $12.1 million, respectively, in each case after adding back the Partnership’s transaction costs associated with the Merger. Baker Botts also confirmed that Ergon was comfortable dropping the point relating to Ergon’s termination rights in the event the Partnership fails to comply with the no-shop provision. That evening, Baker Botts sent comments on the Partnership disclosure letter to Gibson Dunn.

Following receipt of such proposal on April 19, 2022, Mr. Bradshaw and representatives from Gibson Dunn discussed the Partnership’s expected distributable cash flow for the remainder of 2022 with management of the General Partner. The Conflicts Committee met with representatives from Gibson Dunn on April 19, 2022 and discussed the distribution proposal from Ergon and the Partnership’s expected distributable cash flow for the second and third quarters of 2022. The Conflicts Committee unanimously determined to reject the distribution proposal from Ergon and instead propose that the Partnership continue to pay its regular quarterly distributions for any completed quarter if the Closing occurred prior to the record date for the immediately preceding quarter subject to meeting a coverage ratio for all distributions of at least 1.0x for the second and third quarters of 2022. Following that meeting, representatives from Gibson Dunn contacted representatives from Baker Botts and delivered the Conflicts Committee’s proposal.

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In the morning of April 20, 2022, Ergon management held a call with representatives of Jefferies, Baker Botts and Watson Jones to discuss the consideration payable to the Unaffiliated Preferred Unitholders in connection with the transaction. Ergon management discussed recent trading prices of the Preferred Units and the fact that the Preferred Units were a debt-like security with a fixed return and did not have an opportunity to participate in the upside of the Partnership’s business. Ergon management also discussed the fact that debt-like securities are generally negatively impacted by rising interest rates and that interest rates were expected to rise in the near term as the Federal Reserve Board tightened monetary policy to fight inflation. During this discussion, Ergon management determined that $8.75 per Preferred Unit was fair and reasonable to the Unaffiliated Preferred Unitholders. Ergon management considered that such valuation was in excess of the 52-week trading high of the Preferred Units. Later that morning, Baker Botts and Gibson Dunn discussed certain items reflected in the Partnership’s disclosure letter and Gibson Dunn provided additional information regarding Baker Botts’ questions. Later that day, Baker Botts and Gibson Dunn finalized the Partnership’s disclosure letter.

On April 20, 2022, following Ergon’s receipt of the Conflicts Committee’s proposal on distributions, Messrs. Haddox and Wall contacted Mr. Ligon by telephone and informed him that it was a requirement of Ergon that the covenant in the Merger Agreement whereby the Partnership is obligated to pay its regular quarterly distributions, including with respect to setting of record dates, be subject to meeting a specified level of distributable cash flow for the second and third quarters of 2022. Mr. Ligon informed Messrs. Haddox and Wall that he would discuss Ergon’s position with the other members of the Conflicts Committee. The Conflicts Committee met with representatives from Gibson Dunn on April 20, 2022 and discussed the proposal from Ergon and the Partnership’s expected distributable cash flow for the second and third quarters of 2022. The Conflicts Committee unanimously determined, in the interest of achieving a transaction that would be in the best interest of the Partnership and the Partnership Unaffiliated Common Unitholders, to accept Ergon’s proposal with respect to the payment of quarterly distributions. Following such meeting, Mr. Ligon contacted Mr. Haddox by telephone and informed him that the Conflicts Committee would agree to Ergon’s proposal. Following these discussions, Baker Botts and Gibson Dunn finalized drafts of the Merger Agreement and Support Agreement during the afternoon of April 20, 2022.

On the morning of April 21, 2022, the Conflicts Committee held a meeting by videoconference with representatives of Evercore and Gibson Dunn to discuss the Merger, including the terms of the Merger Agreement and the Support Agreement. During the meeting, Gibson Dunn presented the Conflicts Committee with an overview and update with respect to the terms of the Merger Agreement and Support Agreement. Also at this meeting, Evercore presented its financial analysis of the Common Unit Merger Consideration and, at the request of the Conflicts Committee, rendered an oral opinion to the Conflicts Committee, which was subsequently confirmed by delivery of a written opinion dated April 21, 2022, to the effect that, as of April 21, 2022 and based upon and subject to the factors, assumptions made, procedures followed, matters considered, qualifications and limitations on the scope of review undertaken by Evercore in connection with the preparation of its opinion as set forth therein, the Common Unit Merger Consideration to be received by the Partnership Unaffiliated Common Unitholders pursuant to the Merger Agreement was fair, from a financial point of view, to the Partnership Unaffiliated Common Unitholders.

At this meeting, the Conflicts Committee (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are (A) fair and reasonable to the Partnership Unaffiliated Common Unitholders and (B) in the best interest of the Partnership and the Partnership Unaffiliated Common Unitholders, (ii) approved the Merger Agreement and the transactions contemplated thereby, including the Merger, (iii) recommended that the GP Board approve the Merger Agreement, the execution, delivery and performance of the Merger Agreement and the consummation of the transactions contemplated thereby, including the Merger, (iv) recommended that the GP Board submit the Merger Agreement and the Merger to a vote of the Unitholders, and (v) recommended approval of the Merger Agreement and the Merger by the Partnership Unaffiliated Common Unitholders; provided that the Conflicts Committee was not delegated the authority to, and did not, determine that the Merger Agreement and the transactions contemplated hereby, including the Merger, are fair

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and reasonable to the Partnership Unaffiliated Preferred Unitholders or otherwise approve the Merger Agreement and the transactions contemplated thereby on behalf of the Partnership Unaffiliated Preferred Unitholders.

On the afternoon of April 21, 2022, at a virtual meeting of the GP Board attended by representatives of Ergon, Baker Botts and Gibson Dunn, the GP Board received a report from Mr. Bradshaw on the process undertaken by the Conflicts Committee. The GP Board then received a statement from Mr. Haddox, who discussed the factors relating to the price to be paid for the Preferred Units, particularly that the Preferred Units were a debt-like security with a fixed return and did not have an opportunity to participate in the upside of the Partnership’s business. Additionally, Mr. Haddox pointed out debt-like securities are generally negatively impacted by rising interest rates and that interest rates were expected to rise in the near term as the Federal Reserve Board tightened monetary policy to fight inflation. Finally, representatives of Baker Botts and Gibson Dunn summarized the key terms of the transaction agreements. Following these items, the GP Board, by unanimous vote, in good faith, (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are (A) fair and reasonable to the Partnership Unaffiliated Common Unitholders and the Partnership Unaffiliated Preferred Unitholders and (B) in the best interest of the Partnership, (ii) approved the Merger Agreement, the execution, delivery and performance of the Merger Agreement and the consummation of the transactions contemplated hereby, including the Merger, (iii) resolved to submit the Merger Agreement and the Merger to a vote of the Limited Partners (including the holders of Preferred Units) and (iv) recommended approval of the Merger Agreement and the Merger by the Limited Partners (including the holders of Preferred Units).

That same day, the board of directors of Parent by unanimous vote, in good faith, (i) determined that the Merger is in the best interest of Parent and declared it advisable to enter into the Merger Agreement and (ii) approved the adoption of the Merger Agreement, the execution, delivery and performance of the Merger Agreement and the consummation of the transactions contemplated thereby, including the Merger.

Later that afternoon on April 21, 2022, the parties executed the Merger Agreement and the Support Agreement.

On the morning of April 22, 2022, the Partnership issued a press release and filed a Form 8-K announcing entry into the Merger Agreement.

Resolution of Conflicts of Interest; Standards of Conduct and Modification of Duties

Under Section 7.9(a) of the Partnership Agreement, whenever a potential conflict of interest exists between the General Partner or any of its affiliates, on the one hand, and the Partnership, any Group Member or any Partner (each as defined in the Partnership Agreement), on the other hand, any resolution or course of action by the General Partner or its affiliates in respect of such conflict of interest will be permitted and deemed approved by the General Partner and all of the Partnership’s limited partners and will not constitute a breach of the Partnership Agreement, of any Group Member Agreement (as defined in the Partnership Agreement), of any agreement contemplated in the Partnership Agreement or any Group Member Agreement, or of any duty stated or implied by law or equity, if the resolution or course of action in respect of such conflict of interest is approved by Special Approval. Special Approval is defined in the Partnership Agreement as approval by a majority of the members of the Conflicts Committee, acting in good faith. Pursuant to Section 7.9(b) of the Partnership Agreement, in order for a determination or other action to be in “good faith” for purposes of the Partnership Agreement, the person or persons making such determination or taking or declining to take such other action must believe that the determination or other action is in the best interests of the Partnership.

The Conflicts Committee determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are fair and reasonable to the Partnership Unaffiliated Common Unitholders and in the best interests of the Partnership and the Partnership Unaffiliated Common Unitholders, and approved the Merger Agreement and the transactions contemplated thereby, including the Merger, such recommendation and approval constituting “Special Approval” as such term is defined in the Partnership Agreement. Notwithstanding the

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foregoing, the Conflicts Committee was not delegated the authority to, and did not, determine that the Merger Agreement and the transactions contemplated thereby, including the Merger, are fair and reasonable to the Partnership Unaffiliated Preferred Unitholders, or otherwise approve the Merger Agreement and the Merger on behalf of the Partnership Unaffiliated Preferred Unitholders.

Under Section 7.9(a) of the Partnership Agreement, whenever a potential conflict of interest exists between the General Partner or any of its affiliates, on the one hand, and the Partnership, any Group Member or any Partner (each as defined in the Partnership Agreement), on the other hand, any resolution or course of action by the General Partner or its affiliates in respect of such conflict of interest will be permitted and deemed approved by the General Partner and all of the Partnership’s limited partners and will not constitute a breach of the Partnership Agreement, of any Group Member Agreement (as defined in the Partnership Agreement), of any agreement contemplated in the Partnership Agreement or any Group Member Agreement, or of any duty stated or implied by law or equity, if the resolution or course of action in respect of such conflict of interest is fair and reasonable to the Partnership, taking into account the totality of the relationships between the parties involved (including other transactions that may be particularly favorable or advantageous to the Partnership). The GP Board determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are fair and reasonable to the Partnership Unaffiliated Common Unitholders and the Partnership Unaffiliated Preferred Unitholders and approved the Merger Agreement, the execution, delivery and performance of the Merger Agreement and the consummation of the transactions contemplated thereby, including the Merger.

Under Section 7.9(b) of the Partnership Agreement, whenever the General Partner makes a determination or takes, or declines to take, any other action, or any of its affiliates causes it to do so, in its capacity as the general partner of the Partnership as opposed to in its individual capacity, whether under the Partnership Agreement or any other agreement contemplated thereby or otherwise, then, unless another express standard is provided for in the Partnership Agreement, the General Partner, or such affiliates causing it to do so, shall make such determination or take or decline to take such other action in good faith and shall not be subject to any other or different standards imposed by the Partnership Agreement, any other agreement contemplated hereby or under the Delaware Revised Uniform Limited Partnership Act (as amended from time to time) or any other law, rule or regulation or at equity.

Pursuant to Section 7.9(a) of the Partnership Agreement, if a transaction giving rise to a potential conflict of interest is (i) approved by Special Approval, (ii) on terms no less favorable to the Partnership than those generally being provided to or available from unrelated third parties or (iii) fair and reasonable to the Partnership, taking into account the totality of the relationships between the parties involved (including other transactions that may be particularly favorable or advantageous to the Partnership), then it is presumed that, in making its decision to approve the proposed transaction, the Conflicts Committee and/or the GP Board acted in good faith, and in any proceeding brought by any limited partner challenging such approval, the person bringing or prosecuting such proceeding will have the burden of overcoming such presumption.

Under Section 7.10(b) of the Partnership Agreement, the General Partner may consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by it, and any act taken or omitted to be taken in reliance upon the opinion of such persons as to matters that the General Partner reasonably believes to be within such person’s professional or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such opinion.

Recommendations of the Conflicts Committee and the GP Board; Reasons for Recommending Approval of the Merger Proposal

The Conflicts Committee

The Conflicts Committee consists of three directors who meet the qualifications under the Partnership Agreement and the Conflicts Committee charter for membership on the Conflicts Committee: Duke R. Ligon,

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Steven M. Bradshaw (Chairman), and John A. Shapiro. The Partnership Agreement requires that members of the Conflicts Committee not be officers or employees of the General Partner or directors, officers or employees of its affiliates, and must meet the independence standards established by the Nasdaq and the SEC to serve on an audit committee of a board of directors.

In connection with the Merger, on October 11, 2021, the GP Board delegated to the Conflicts Committee the power and authority to (i) make such investigation of the Proposed Transaction as the Conflicts Committee deems necessary or appropriate, including whether to undertake the Proposed Transaction, (ii) review and evaluate the terms and conditions, and determine the advisability, of the Proposed Transaction, (iii) negotiate, or delegate the ability to negotiate to any persons, the terms and conditions of the Proposed Transaction, (iv) determine whether the Proposed Transaction is fair and reasonable to, and in the best interests of, the Partnership Unaffiliated Common Unitholders, (v) determine (which may include determining not to proceed with the Proposed Transaction) what action, if any, should be taken by the Partnership with respect to any Proposed Transaction and to approve or not approve any such action and (vi) make a recommendation to the GP Board and the Partnership Unaffiliated Common Unitholders whether or not to approve the Proposed Transaction.

The Conflicts Committee conducted an extensive review and evaluation of the Proposed Transaction and negotiated with Parent and its representatives with respect to the Merger and the Merger Agreement. The Conflicts Committee retained Evercore as its financial advisor and Gibson Dunn as its legal counsel. In the course of reaching its decision to approve the Merger Agreement and the transactions contemplated thereby, including the Merger, the Conflicts Committee considered a number of factors affecting the Partnership Unaffiliated Common Unitholders in its deliberations, which are described in detail below.

On April 21, 2022, the Conflicts Committee unanimously determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are fair and reasonable to the Partnership Unaffiliated Common Unitholders and in the best interest of the Partnership and the Partnership Unaffiliated Common Unitholders, and approved the Merger Agreement and the transactions contemplated thereby, including the Merger, such recommendation and approval constituting “Special Approval” as such term is defined in the Partnership Agreement. The Conflicts Committee was not delegated the authority to, and did not, determine that the Merger Agreement and the transactions contemplated thereby, including the Merger, are fair and reasonable to the Partnership Unaffiliated Preferred Unitholders or otherwise approve the Merger Agreement and the Merger on behalf of the Partnership Unaffiliated Preferred Unitholders. The Conflicts Committee recommended that the GP Board approve the Merger Agreement, the execution, delivery and performance of the Merger Agreement and the consummation of the transactions contemplated thereby, including the Merger, recommended that the GP Board submit the Merger Agreement and the Merger to a vote of the limited partners (including the holders of Preferred Units) and recommended approval of the Merger Agreement and the Merger by the Partnership Unaffiliated Common Unitholders.

Reasons for the Conflicts Committee’s Recommendation

The Conflicts Committee consulted with its financial and legal advisors and considered many factors in making its determination and approvals, and the related recommendation to the GP Board and the Partnership Unaffiliated Common Unitholders. The Conflicts Committee considered the following factors to be generally positive or favorable in making its determination and approvals, and the related recommendation to the GP Board and the Partnership Unaffiliated Common Unitholders:

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The Conflicts Committee considered the following factors to be generally negative or unfavorable in making its determination and approvals, and the related recommendation to the GP Board and the Partnership Unaffiliated Common Unitholders:

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The Conflicts Committee did not retain an unaffiliated representative to act solely on behalf of the Unaffiliated Partnership Common Unitholders for purposes of negotiating the terms of the Merger Agreement. The Conflicts Committee believes that it was not necessary to retain an unaffiliated representative to act solely on behalf of the Unaffiliated Partnership Common Unitholders for purposes of negotiating the terms of the Merger Agreement because the Conflicts Committee was charged with representing the interests of the Partnership Unaffiliated Common Unitholders, it consisted solely of directors who are not officers or controlling equityholders of the Partnership or the Ergon Filing Parties, it engaged independent financial and legal advisors to act on its behalf and it was actively involved in deliberations and negotiations regarding the Merger on behalf of the Partnership Unaffiliated Common Unitholders.

The Conflicts Committee expressly adopted the analysis and the opinion of Evercore, among other factors considered, in assessing the value of the Partnership as a going concern and reaching its determinations as to the fairness of the Common Unit Merger Consideration. In the course of reaching its decision to recommend to the GP Board that it approve the Merger Agreement and the Merger, the Conflicts Committee did not consider the liquidation value of the Partnership’s assets. Furthermore, the Conflicts Committee did not consider net book value, which is an accounting concept, as a factor because it believed that net book value is not a material indicator of the value of the Partnership as a going concern but rather is indicative of historical costs. In addition, the Conflicts Committee considered historical and current trading prices of the Common Units and the premium that the Common Unit Merger Consideration represented.

The foregoing discussion of the information and factors considered by the Conflicts Committee is not intended to be exhaustive, but includes material factors the committee considered. In view of the variety of factors considered in connection with its evaluation of the Merger and the complexity of these matters, the Conflicts Committee did not find it useful and did not attempt to quantify or assign any relative or specific weights to the various factors considered in making its determination and recommendation. In addition, each of the members of the Conflicts Committee may have given differing weights to different factors. Overall, the Conflicts Committee believed that the positive factors supporting the Merger outweighed the negative factors it considered. It should be noted that certain statements and other information presented in this section are forward-looking in nature and, therefore, should be read in light of the factors discussed under the heading “Cautionary Statement Regarding Forward-Looking Statements.”

The Conflicts Committee recommends that the Partnership Unaffiliated Common Unitholders vote “FOR” the approval of the Merger Proposal.

The GP Board

The GP Board consists of eight directors, three of whom constitute the Conflicts Committee. As such, some of the directors on the GP Board may have different interests in the Merger than the Partnership Unaffiliated Common Unitholders and the Partnership Unaffiliated Preferred Unitholders. For a discussion of these and other interests of the members of the GP Board in the Merger, see “—Interests of the Directors and Executive Officers of the General Partner in the Merger.”

Because of such possible and actual conflicts of interests, in resolutions approved by the GP Board on October 11, 2021, the GP Board delegated to the Conflicts Committee the exclusive power and authority to (i) investigate the Proposed Transaction, (ii) review and evaluate the terms and conditions, and determine the advisability, of the Proposed Transaction, (iii) negotiate, or delegate the ability to negotiate to any persons, the terms and conditions of the Proposed Transaction, (iv) determine whether the Proposed Transaction is fair and reasonable to, and in the best interests of, the Partnership Unaffiliated Common Unitholders, (v) determine

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(which may include determining not to proceed with the Proposed Transaction) what action, if any, should be taken by the Partnership with respect to any Proposed Transaction and to approve or not approve any such action and (vi) make a recommendation to GP Board and the Partnership Unaffiliated Common Unitholders whether or not to approve the Proposed Transaction.

On April 21, 2022, the Conflicts Committee unanimously determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are fair and reasonable to the Partnership Unaffiliated Common Unitholders and in the best interest of the Partnership and the Partnership Unaffiliated Common Unitholders, and approved the Merger Agreement and the transactions contemplated thereby, including the Merger, such recommendation and approval constituting “Special Approval” as such term is defined in the Partnership Agreement. The Conflicts Committee was not delegated the authority to, and did not, determine that the Merger Agreement and the transactions contemplated thereby, including the Merger, are fair and reasonable to the Partnership Unaffiliated Preferred Unitholders or otherwise approve the Merger Agreement and the Merger on behalf of the Partnership Unaffiliated Preferred Unitholders. The Conflicts Committee recommended that the GP Board approve the Merger Agreement, the execution, delivery and performance of the Merger Agreement and the consummation of the transactions contemplated thereby, including the Merger, recommended that the GP Board submit the Merger Agreement and the Merger to a vote of the limited partners (including the holders of Preferred Units) and recommended approval of the Merger Agreement and the Merger by the Partnership Unaffiliated Common Unitholders.

Following the receipt of the recommendation of the GP Conflicts Committee and after considering the factors discussed below, on April 21, 2022, the GP Board unanimously and in good faith (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are (A) fair and reasonable to the Partnership Unaffiliated Common Unitholders and the Partnership Unaffiliated Preferred Unitholders and (B) in the best interest of the Partnership, (ii) approved the Merger Agreement, the execution, delivery and performance of the Merger Agreement and the consummation of the transactions contemplated thereby, including the Merger, (iii) resolved to submit the Merger Agreement and the Merger to a vote of the limited partners (including the holders of Preferred Units) and (iv) recommended approval of the Merger Agreement and the Merger by the limited partners (including the holders of Preferred Units).

In the course of reaching its decision to approve the Merger Agreement and the Merger, the GP Board considered a number of factors, including, with respect to the Partnership Unaffiliated Common Units, the recommendation of the Conflicts Committee, in its deliberations. For a more complete discussion of these factors, see “Special Factors—Recommendations of the Conflicts Committee and the GP Board; Reasons for Recommending Approval of the Merger Proposal—Reasons for the GP Board’s Recommendation” beginning on page 42.

The GP Board, on behalf of the General Partner and the Partnership, believes that the Merger (which is a Rule 13e-3 transaction for which a Schedule 13E-3 Transaction Statement was filed with the SEC) is both substantively and procedurally fair to the Partnership Unaffiliated Common Unitholders and Partnership Unaffiliated Preferred Unitholders. The GP Board, on behalf of the General Partner and the Partnership, has made the preceding statement for the purpose of complying with the requirements of Rule 13e-3 and related rules under the Exchange Act.

The GP Board recommends that Unitholders vote “FOR” the approval of the Merger Agreement and “FOR” the adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes to approve the Merger Agreement and the Merger at the time of the Special Meeting.

Reasons for the GP Board’s Recommendation

In determining that the Merger Agreement and the transactions contemplated thereby, including the Merger, are in the best interests of the Partnership and the Partnership Unaffiliated Common Unitholders and Partnership

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Unaffiliated Preferred Unitholders, and recommending that unitholders vote in favor of the Merger Proposal, the GP Board considered a number of factors, including the following material factors:

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The GP Board considered the following factors to be generally negative or unfavorable in making its determination and approvals, and the related recommendation to the GP Board and the Unitholders:

In making its determination, the GP Board also considered:

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In addition, under the SEC rules governing “going private” transactions, the Partnership and the General Partner are engaged in a “going private” transaction and, therefore, are required to express their position as to the fairness of the proposed Merger to the Partnership’s “unaffiliated security holders,” as defined under Rule 13e-3 of the Exchange Act. The GP Board, on behalf of the General Partner and the Partnership, is making the following statements for the purpose of complying with the requirements of Rule 13e-3 and related rules under the Exchange Act. The GP Board, on behalf of the General Partner and the Partnership, on the basis of the factors described above, believes that the Merger (which is the Rule 13e-3 transaction for which a Schedule 13E-3 Transaction Statement was filed with the SEC) is both substantively and procedurally fair to the Partnership Unaffiliated Common Unitholders and to the Partnership Unaffiliated Preferred Unitholders. The GP Board did not retain an unaffiliated representative to act solely on behalf of the Unaffiliated Partnership Common Unitholders or the Unaffiliated Partnership Preferred Unitholders for purposes of negotiating the terms of the Merger Agreement.

The foregoing discussion of the information and factors considered by the GP Board is not intended to be exhaustive, but includes material factors the GP Board considered. In view of the variety of factors considered in connection with its evaluation of the Merger and the complexity of these matters, the GP Board did not find it useful and did not attempt to quantify or assign any relative or specific weights to the various factors considered in making its determination and recommendation. In addition, each of the members of the GP Board may have given differing weights to different factors. Overall, the GP Board believed that the positive factors supporting the Merger outweighed the negative factors it considered. It should be noted that certain statements and other information presented in this section are forward-looking in nature and, therefore, should be read in light of the factors discussed under the heading “Cautionary Statement Regarding Forward-Looking Statements.”

The GP Board recommends that the unitholders vote “FOR” the approval of the Merger Proposal and “FOR” the adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes to approve the Merger Proposal at the time of the Special Meeting.

Unaudited Financial Projections of the Partnership

The Partnership does not, as a matter of course, publicly disclose long-term financial projections because of, among other reasons, the uncertainty of the underlying assumptions and estimates and the unpredictability of its business and competitive markets in which it operates. While the Partnership prepares forecasts annually for internal budgeting and business planning purposes, such forecasts generally focus on the current fiscal year and the immediately following three fiscal years.

The summary financial projections included in this proxy statement should not be regarded as predictive of actual future results nor should they be construed as financial guidance. The summary of the financial projections is not intended to influence or induce any Unitholder to vote in favor of the Merger Proposal but has been included solely because these financial projections were made available to the Conflicts Committee and used by Evercore in connection with the rendering of its opinion to the Conflicts Committee and performing its related financial analyses, as described in the section entitled “Special Factors—Opinion of Financial Advisor to the Conflicts Committee.”

The financial projections included in this proxy statement are the final projections relied on by Evercore in preparing its opinion, but are not the only series of projections that were prepared in connection with the Merger, given the extended negotiation period. At the beginning of the negotiation process, the Conflicts Committee and Evercore each received an initial series of financial projections. The Partnership continued to update these financial projections over the course of negotiations prior to execution of the Merger Agreement as new business facts evolved. As these new business facts evolved, the Partnership informed the Conflicts Committee of such facts.

The Partnership’s financial projections are subjective in many respects. There can be no assurance that these financial projections will be realized or that actual results will not be significantly higher or lower than

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forecasted. In addition, the financial projections were not prepared with a view toward public disclosure or toward complying with generally accepted accounting principles in the United States (“GAAP”), the published guidelines of the SEC regarding projections or the use of non-GAAP financial measures or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. The prospective financial information included in this proxy statement has been prepared by, and is the responsibility of, Partnership’s management. Ernst & Young LLP has neither audited, reviewed, examined, compiled nor applied agreed-upon procedures with respect to the accompanying prospective financial information and, accordingly, Ernst & Young LLP does not express an opinion or any other form of assurance with respect thereto. The Ernst & Young LLP report incorporated by reference in this proxy statement relates to the Partnership’s historical financial information. It does not extend to the prospective financial information and should not be read to do so.

In developing the financial projections for the years 2022 through 2025, the Partnership made numerous material assumptions with respect to its business for the periods covered by the projections to include three different scenarios: (A) Partnership Financial Projections, (B) Partnership Financial Projections – Stage 2 and (C) Partnership Financial Projections – Stage 2+. Scenario A included management’s projections for the base business including growth projects and acquisitions previously publicly announced and approved by the GP Board. Scenario B and Scenario C incorporate increasing amounts of assumed acquisitions and growth projects resulting in increases to Adjusted EBITDA and capital expenditures over the projection period. Specifically, Scenario B incorporates additional capital expenditures of approximately $70 million between 2022 and 2023 based on assumed acquisitions and growth projects in various stages of negotiation and commercial discussions. Scenario C incorporates additional capital expenditures of approximately $250 million incremental to Scenario B between 2023 and 2026 based on the available borrowing capacity under the Partnership’s revolving credit facility, which funds could be used to finance growth projects that may be identified in the future.

Assumptions for the three scenarios included, but were not limited to, the following:

Important factors that may affect actual results and cause these financial projections not to be achieved include, but are not limited to, risks and uncertainties relating to the Partnership’s business (including the Partnership’s ability to achieve strategic goals, objectives and targets over the applicable periods), industry performance, general business and economic conditions, the regulatory environment and other factors described in or referenced under “Cautionary Statement Regarding Forward-Looking Statements” and those risks and uncertainties detailed in the “Risk Factors” sections of the Partnership’s public filings with the SEC, including

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the Partnership’s Annual Report on Form 10-K filed with the SEC on March 9, 2022. In addition, the projections also reflect assumptions that are subject to change and do not reflect revised prospects for the Partnership’s business, changes in general business or economic conditions or any other transaction or event that has occurred or that may occur following the time the financial projections were prepared. Accordingly, there can be no assurance that these financial projections will be realized or that the Partnership’s future financial results will not materially vary from these financial projections. In addition, different assumptions could result in different projections, which may or may not be realized. No one has made or makes any representation to any Unitholder regarding the information included in the financial projections set forth below. The Partnership has made no representation to Ergon in the Merger Agreement concerning these or any financial projections.

Opinion of Financial Advisor to the Conflicts Committee

The Conflicts Committee retained Evercore to act as its financial advisor in connection with evaluating the proposed Merger. On April 21, 2022, at a meeting of the Conflicts Committee, Evercore rendered its oral opinion (subsequently confirmed by delivery of a written opinion on the same date) to the Conflicts Committee that, as of April 21, 2022 and based upon and subject to the factors, assumptions made, procedures followed, matters considered, qualifications and limitations on the scope of review undertaken by Evercore in connection with the preparation of its opinion as set forth therein, the Common Unit Merger Consideration to be received by the Partnership Unaffiliated Common Unitholders pursuant to the Merger Agreement was fair, from a financial point of view, to the Partnership Unaffiliated Common Unitholders.

The opinion speaks only as of the date it was delivered and not as of the time the Merger will be completed or any other date. The opinion does not reflect changes that may occur or may have occurred after April 21, 2022, which could alter the facts and circumstances on which Evercore’s opinion was based. It is understood that subsequent events may affect Evercore’s opinion, but Evercore does not have any obligation to update, revise or reaffirm its opinion.

The full text of the written opinion of Evercore, dated as of April 21, 2022, which sets forth, among other things, the procedures followed, assumptions made, matters considered and qualifications and limitations on the scope of review undertaken in rendering its opinion, is attached hereto as Annex C and is incorporated for reference in its entirety in this proxy statement. You are urged to read Evercore’s opinion carefully and in its entirety. Evercore’s opinion was addressed to, and provided for the information and benefit of, the Conflicts Committee in connection with its evaluation of the fairness of the Common Unit Merger Consideration to the Partnership Unaffiliated Common Unitholders and did not address any other aspects or implications of the Merger. Evercore’s opinion should not be construed as creating any fiduciary duty on Evercore’s part to any party and such opinion is not intended to be, and does not constitute, a recommendation to the Conflicts Committee or to any other persons in respect of the Merger, including as to how any unitholder of the Partnership should act or vote in respect of the Merger. The summary of the Evercore opinion set forth herein is qualified in its entirety by reference to the full text of the opinion included as Annex C. Evercore’s opinion speaks as of the date rendered, and Evercore has no obligation to update, revise or reaffirm its opinion.

In connection with rendering its opinion and performing its related financial analysis, Evercore, among other things:

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For purposes of its analysis and opinion, Evercore assumed and relied upon the accuracy and completeness of the financial and other information publicly available, and all of the information supplied or otherwise made available to, discussed with, or reviewed by Evercore, without any independent verification of such information (and have not assumed responsibility or liability for any independent verification of such information), and have further relied upon the assurances of the management of the General Partner that they are not aware of any facts or circumstances that would make such information inaccurate or misleading. With respect to the Forecasts, Evercore assumed with the Conflicts Committee’s consent that they have been reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of management of the General Partner as to the future financial performance of the Partnership and the other matters covered thereby. Evercore expressed no view as to the Forecasts or the assumptions on which they are based.

For purposes of its analysis and opinion, Evercore assumed, in all respects material to Evercore’s analysis, that the final executed Merger Agreement would not differ from the draft Merger Agreement reviewed by Evercore, that the representations and warranties of each party contained in the Merger Agreement are true and correct, that each party will perform all of the covenants and agreements required to be performed by it under the Merger Agreement and that all conditions to the consummation of the Merger will be satisfied without material waiver or modification thereof. Evercore further assumed, in all respects material to its analysis, that all governmental, regulatory or other consents, approvals or releases necessary for the consummation of the Merger will be obtained without any material delay, limitation, restriction or condition.

Evercore did not conduct a physical inspection of the properties or facilities of the Partnership, and Evercore did not make, nor assume any responsibility for making, any independent valuation or appraisal of the assets or liabilities (including any contingent, derivative or other off-balance sheet assets and liabilities) of the Partnership, nor was Evercore furnished with any such valuations or appraisals, nor did Evercore evaluate the solvency or fair value of the Partnership under any state or federal laws relating to bankruptcy, insolvency or similar matters. Evercore’s opinion was necessarily based upon information made available to Evercore as of the date of the opinion and financial, economic, market and other conditions as they existed and as could be evaluated on the date of the opinion. It is understood that subsequent developments may affect Evercore’s opinion and that Evercore does not have any obligation to update, revise or reaffirm its opinion.

Evercore was not asked to pass upon and expressed no opinion with respect to any matter other than the fairness to the Partnership Unaffiliated Common Unitholders, from a financial point of view, of the Common Unit Merger Consideration to be received by the Partnership Unaffiliated Common Unitholders pursuant to the Merger Agreement. Evercore did not express any view on, and its opinion did not address, the fairness of the proposed transaction to, or any consideration received in connection therewith by, the holders of any other class

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of securities, creditors or other constituencies of the Partnership, nor as to the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of the Partnership, or any class of such persons, whether relative to the Common Unit Merger Consideration or otherwise. Evercore was not asked to pass upon, and Evercore did not express any view on, and its opinion did not address, any other term or aspect of the Merger Agreement or the Merger, including, without limitation, the structure or form of the Merger, or any term or aspect of any other agreement or instrument contemplated by the Merger Agreement or entered into or amended in connection with the Merger Agreement.

Evercore’s opinion did not address the relative merits of the Merger as compared to other business or financial strategies that might have been available to the Partnership, nor did it address the underlying business decision of the Partnership to engage in the Merger. In arriving at its opinion, Evercore was not authorized to solicit, and did not solicit, interest from any third party with respect to the acquisition of any or all of the Common Units or any business combination or other extraordinary transaction involving the Partnership. Evercore’s opinion did not constitute a recommendation to the Conflicts Committee or to any other persons in respect of the Merger, including as to how any unitholder of the Partnership should vote or act in respect of the Merger. Evercore did not express any opinion as to the prices at which the Common Units would trade at any time or as to the potential effects of volatility in the credit, financial and stock markets on the Partnership or the Merger. Evercore is not a legal, regulatory, accounting or tax expert and has assumed the accuracy and completeness of assessments by the Partnership and its advisors with respect to legal, regulatory, accounting and tax matters.

Set forth below is a summary of the material financial analyses performed by Evercore and reviewed with the Conflicts Committee on April 21, 2022 in connection with rendering Evercore’s opinion to the Conflicts Committee. Each analysis was provided to the Conflicts Committee. However, the following summary does not purport to be a complete description of the analyses performed by Evercore. In connection with arriving at its opinion, Evercore considered all of its analyses as a whole, and the order of the analyses described and the results of these analyses do not represent any relative importance or particular weight given to these analyses by Evercore. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data that existed on April 20, 2022, and is not necessarily indicative of current market conditions.

Overview of Analyses

Discounted Cash Flow Analysis

Evercore performed a discounted cash flow analysis of the Partnership by valuing the cash flows received by the Partnership based on the Forecasts, which included three different scenarios: (i) Partnership Financial Projections, (ii) Partnership Financial Projections – Stage 2 and (iii) Partnership Financial Projections—Stage 2+ (the “Respective Cases”). The Partnership Financial Projections – Stage 2 and Partnership Financial Projections—Stage 2+ incorporate increasing amounts of assumed acquisitions and growth projects resulting in increases to Adjusted EBITDA and capital expenditures over the projection period. The Partnership Financial Projections—Stage 2 scenario incorporates additional capital expenditures of approximately $70 million between 2022 and 2023 based on assumed acquisitions and growth projects in various stages of negotiation and commercial discussions. The Partnership Financial Projections—Stage 2+ scenario incorporates additional capital expenditures of approximately $250 million incremental to the Partnership Financial Projections—Stage 2 scenario between 2023 and 2026 based on the available borrowing capacity under the Partnership’s revolving credit facility, which funds could be used to finance growth projects that may be identified in the future. The Forecasts are described in more detail in “Unaudited Financial Projections of the Partnership.” All figures stated herein related to the Respective Cases will appear in the order set forth in the immediately preceding sentence. Evercore derived values for the Common Units utilizing a range of discount rates based on the Partnership’s weighted average cost of capital (“WACC”), as estimated by Evercore based on the Capital Asset Pricing Model (“CAPM”), and terminal values based on a range of estimated EBITDA exit multiples based on the trading

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multiples of partnerships that Evercore deemed to have certain characteristics that are similar to those of the Partnership as well as perpetuity growth rates. Evercore assumed a range of discount rates of 8.5% to 9.5%, a range of EBITDA exit multiples of 8.0x to 10.0x and a range of perpetuity growth rates of 0.50% to 2.50%. The discounted cash flow analyses utilizing the EBITDA exit multiple methodology to calculate terminal value resulted in an implied equity value per Common Unit range of $2.01 to $4.29, $2.36 to $5.03, and $1.90 to $5.40 for the Respective Cases. The discounted cash flow analysis utilizing the perpetuity growth rate methodology to calculate terminal value resulted in an implied equity value per Common Unit range of $0.71 to $4.06, $0.87 to $4.84, and $0.00 to $5.03 for the Respective Cases. An implied equity value per Common Unit that was less than $0.00 is reflected herein as $0.00.

Peer Group Trading Analysis

Evercore performed a peer group trading analysis of the Partnership by reviewing and comparing the market values and trading multiples of the following publicly traded partnerships that Evercore deemed to have certain characteristics that are similar to those of the Partnership:

Although the trading comparables were compared to the Partnership for purposes of this analysis, no partnership used in the peer group trading analysis is identical or directly comparable to the Partnership. In order to calculate peer group trading multiples, Evercore relied on publicly available filings with the SEC and equity research analyst estimates.

For each of the peer group trading partnerships, Evercore calculated the following trading multiples:

The mean and median trading multiples are set forth below. The table also includes relevant multiple ranges selected by Evercore based on the resulting range of multiples and certain other considerations related to the specific characteristics of the Partnership noted by Evercore.

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Based on its review of the peer groups and Evercore’s professional judgment, Evercore selected Enterprise Value multiple ranges of 8.0x to 10.0x to 2022E EBITDA and 7.0x to 9.0x to 2023E EBITDA.

Evercore applied the relevant multiple ranges to 2022E and 2023E Adjusted EBITDA (“Adjusted EBITDA”) of the Respective Cases to derive relevant Enterprise Value ranges. After adjusting for the unaffected market value of the Partnership’s preferred equity as of October 8, 2021, net debt and units outstanding as of March 31, 2022, Evercore determined implied value per Common Unit ranges of $0.47 to $2.88, $0.73 to $3.20, and $0.73 to $3.20 for the Respective Cases using 2022E Adjusted EBITDA and $0.00 to $1.98, $0.79 to $3.63, and $2.19 to $5.43 for the Respective Cases using 2023E Adjusted EBITDA.

Evercore noted that the median and mean Enterprise Value to EBITDA multiple of the selected 12 transactions was 8.1x and 7.7x, respectively.

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Evercore reviewed selected publicly available information for transactions involving MLP take-private and other transactions announced in the prior four years and selected 22 transactions, although Evercore noted that none of the selected transactions were directly comparable to the Merger:

Evercore noted that the median and mean Enterprise Value to EBITDA multiple of the selected 22 transactions was 9.8x and 9.9x, respectively.

Evercore reviewed the Enterprise Value to EBITDA multiples in the selected transactions and selected a range of relevant implied multiples of EBITDA of 8.5x to 10.5x. Evercore then applied this range of selected multiples to the 2022E Adjusted EBITDA for the Respective Cases. After adjusting for the unaffected market value of the Partnership’s preferred equity as of October 8, 2021, net debt and units outstanding as of March 31, 2022, Evercore determined implied value per Common Unit ranges of $1.08 to $3.48, $1.35 to $3.82, and $1.35 to $3.82 for the Respective Cases.

Other Presentations by Evercore

In addition to the presentation made to the Conflicts Committee on April 21, 2022, the date on which Evercore delivered its opinion, as described above, Evercore made other written and oral presentations to the Conflicts Committee on November 2, November 9, November 15, November 30 and December 20, 2021 and on January 10, January 17, February 3, March 7, March 14, March 15 and March 24, 2022, which are referred to as the preliminary Evercore presentations. Copies of the preliminary Evercore presentations provided to the Conflicts Committee by Evercore have been attached as exhibits to the Schedule 13E-3 related to the Merger.

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These written presentations and the written opinion will be available for any interested unitholder of the Partnership to inspect and copy at the Partnership’s executive offices during regular business hours.

None of the preliminary Evercore presentations, alone or together, constitutes an opinion of Evercore with respect to the Common Unit Merger Consideration.

The information contained in the written and oral presentations made to the Conflicts Committee on November 2, 2021 and November 9, 2021 is substantially similar to the information provided in Evercore’s written presentation to the Conflicts Committee on April 21, 2022, as summarized above, with most substantive changes reflecting (1) sensitivity surrounding growth projects and projected cash flows, (2) updates to the WACC and trading multiple ranges utilized by Evercore in its valuation analyses, and (3) a preliminary analysis of a potential conversion of the Preferred Units.

The November 15, 2021 materials provided the potential tax impact to the holders of Common Units and Preferred Units if a transaction were to be consummated based on information provided by the Partnership’s tax advisors.

The November 30, 2021 and December 20, 2021 materials summarized communications received from certain unitholders reflecting their view on the valuation of the Common Units.

The January 10, 2022 materials provided a comparison of a preliminary range of implied value of the Common Units relative to Ergon’s valuation of the Common Units as well as an updated history on prior negotiations.

The January 17, 2022 materials summarized (1) the accretion or dilution resulting from various scenarios of a conversion of Preferred Units to Common Units at varying conversion ratios and (2) the additional impact on Common Unit valuation of project risking, including additional time delays for incremental cash flows and applying risking percentages to both capital expenditures and cash flows.

On February 3, 2022, Evercore delivered two sets of materials to the Conflicts Committee. The first set of materials presented (1) an overview of current and potential growth projects and their respective status with an updated set of forecasts, (2) an analysis of Parent’s most recent offer, which was made in response to investor feedback and represented a potential shift in value allocation from the Preferred Units to the Common Units of $0.66 per Common Unit, and (3) additional valuation materials based upon specific growth project risking scenarios. The second set of materials presented to the Conflicts Committee, which was subsequently sent to Parent, excluded the additional valuation materials based upon specific growth project risking scenarios.

The March 7, 2022 materials delivered to the Conflicts Committee provided Evercore’s perspectives regarding Ergon’s observations on Evercore’s analyses, including perspectives on valuation, growth projects, industry outlook and precedent take-private transactions.

The information contained in the presentations on March 14, 2022, March 15, 2022, March 24, 2022 and April 21, 2022 that were provided to the Conflicts Committee each included discounted cash flow analyses assuming various sensitivities on the timing of growth project cash flows, the cost of growth projects, risking of growth projects and EBITDA exit multiples.

Each of the analyses performed in these preliminary Evercore presentations was subject to further updating and subject to the final analyses presented to the Conflicts Committee on April 21, 2022, by Evercore. Each of these analyses was necessarily based on financial, economic, market and other conditions as they existed and as could be evaluated by Evercore as of the dates on which Evercore performed such analyses. Accordingly, the results of the financial analyses may have differed due to changes in those conditions and other information, and not all of the written and oral presentations contained all of the financial analyses included in the April 21, 2022, presentation.

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General

The foregoing summary of certain material financial analyses does not purport to be a complete description of the analyses or data presented by Evercore to the Conflicts Committee. In connection with the review of the Merger by the Conflicts Committee, Evercore performed a variety of financial and comparative analyses for purposes of rendering its opinion to the Conflicts Committee. The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary described above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Evercore’s opinion. In arriving at its fairness determination, Evercore considered the results of all the analyses and did not draw, in isolation, conclusions from or with regard to any one analysis or factor considered by it for purposes of its opinion. Rather, Evercore made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all the analyses. In addition, Evercore may have given various analyses and factors more or less weight than other analyses and factors and may have deemed various assumptions more or less probable than other assumptions. As a result, the ranges of valuations resulting from any particular analysis or combination of analyses described above should not be taken to be the view of Evercore with respect to the Common Unit Merger Consideration or the actual value of the Common Units. No partnership or other company used in the above analyses as a comparison is directly comparable to the Partnership and no precedent transaction used in the above analyses is directly comparable to the Merger. Furthermore, Evercore’s analyses involve complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the acquisition, public trading or other values of the partnerships or transactions used, including judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the control of the Partnership and its advisors.

Evercore prepared these analyses solely for the information and benefit of the Conflicts Committee and for the purpose of providing an opinion to the Conflicts Committee as to whether the Common Unit Merger Consideration was fair, from a financial point of view, to the Partnership Unaffiliated Common Unitholders. These analyses do not purport to be appraisals or to necessarily reflect the prices at which the business or securities actually may be sold. Any estimates contained in these analyses are not necessarily indicative of actual future results, which may be significantly more or less favorable than those suggested by such estimates. Accordingly, estimates used in, and the results derived from, Evercore’s analyses are inherently subject to substantial uncertainty and Evercore assumes no responsibility if future results are materially different from those forecasted in such estimates. The issuance of the opinion was approved by an opinion committee of Evercore.

Except as described above, the Conflicts Committee imposed no other instruction or limitation on Evercore with respect to the investigations made or the procedures followed by Evercore in rendering its opinion. The financial terms and conditions of the Merger with respect to the Common Units and the non-financial terms and conditions of the Merger Agreement were determined as a result of arm’s-length negotiations between Parent and the Conflicts Committee. Evercore did not recommend any specific consideration to the Conflicts Committee or recommend that any specific consideration constituted the only appropriate consideration in the Merger for the holders of Common Units. Evercore’s opinion was only one of many factors considered by the Conflicts Committee in its evaluation of the Merger and should not be viewed as determinative of the views of the Conflicts Committee with respect to the Merger or the Common Unit Merger Consideration.

Under 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. In addition, the Partnership agreed to reimburse Evercore for its

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reasonable out-of-pocket expenses (including legal fees, expenses and disbursements) incurred in connection with its engagement and to indemnify Evercore and any of its members, officers, directors, advisors, representatives, employees, agents, affiliates or controlling persons, if any, against certain liabilities and expenses arising out of or in connection with its engagement.

During the two-year period prior to the date hereof and except as described herein, no material relationship existed between Evercore and the Partnership, the General Partner or any other party to the Merger Agreement pursuant to which compensation was received by Evercore or its affiliates as a result of such a relationship.

Evercore and its affiliates engage in a wide range of activities for its and their own accounts and the accounts of customers, including corporate finance, mergers and acquisitions, equity sales, trading and research, private equity, placement agent, asset management and related activities. In connection with these businesses or otherwise, Evercore and its affiliates and/or its or their respective employees, as well as investment funds in which any of them may have a financial interest, may at any time, directly or indirectly, hold long or short positions and may trade or otherwise effect transactions for their own accounts or the accounts of customers, in debt or equity securities, senior loans and/or derivative products or other financial instruments of or relating to the Partnership, the Parent and/or any of their respective affiliates or persons that are competitors, customers or suppliers of the Partnership or the Parent.

The Conflicts Committee engaged Evercore to act as its financial advisor in connection with evaluating the proposed Merger based on Evercore’s qualifications, experience and reputation. Evercore is an internationally recognized investment banking firm and regularly provides fairness opinions to its clients in connection with mergers and acquisitions, leveraged buyouts and valuations for corporate and other purposes.

Evercore consented to the inclusion in their entirety of its opinion as an annex to this proxy statement and the materials it presented to the Conflicts Committee as exhibits to the Schedule 13E-3 related to the Merger.

Jefferies LLC Financial Advisor Discussion Materials Provided to Ergon

Ergon, an affiliate of Parent, engaged Jefferies as its financial advisor in connection with a possible transaction involving the Partnership. In connection with Jefferies’s engagement, Ergon requested that Jefferies provide Ergon and Parent with financial advice and assistance in connection with a possible acquisition or other business transaction or series of transactions involving all or a portion of the Partnership’s equity or assets, whether directly or indirectly and through any form of transaction. Jefferies provided, for informational purposes only and at Ergon’s request, certain preliminary discussion materials to Ergon and Parent, including preliminary discussion materials dated October 8, 2021 (the “October Jefferies Discussion Materials”) and discussion materials dated December 21, 2021 (the “December Jefferies Discussion Materials” and, together with the October Discussion Materials, the “Jefferies Discussion Materials”).

The Jefferies Discussion Materials are included as exhibits to the Transaction Statement on Schedule 13E-3 and are incorporated herein by reference. The description of the Jefferies Discussion Materials set forth below is qualified in its entirety by reference to the full text of such Jefferies Discussion Materials. The Jefferies Discussion Materials were provided for the information of Ergon and Parent in connection with their evaluation of the Merger. Jefferies was not requested to, and it did not, provide to Ergon or any other person any (i) opinion (whether as to the fairness of any consideration, including, without limitation the Merger Consideration, or otherwise) or (ii) recommendation as to how to vote or act on any matters relating to the proposed Merger or otherwise. The Jefferies Discussion Materials were provided for the use and benefit of Ergon and Parent in their consideration of the Merger and did not address the relative merits of the transactions contemplated by the Merger Agreement as compared to any alternative transaction or opportunity that might be available to Ergon or Parent, nor did they address the underlying business decision by Ergon or Parent to engage in the Merger or the terms of the Merger Agreement or the documents referred to therein. The Jefferies Discussion Materials were not intended to be and do not

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constitute a recommendation as to how any holders of Common Units or Preferred Units should vote or act with respect to the Merger or any matter related thereto. The Jefferies Discussion Materials were preliminary and informational and were not based on financial forecasts and other information and data provided as of dates proximate to the execution of the Merger Agreement and therefore are not reflective of certain procedures typically applicable to materials or presentations in connection with delivering an opinion.

In preparing the Jefferies Discussion Materials, Jefferies assumed and relied upon, but did not assume any responsibility to independently investigate or verify, the accuracy and completeness of all financial and other information that was supplied or otherwise made available by Ergon or that was publicly available to Jefferies (including, without limitation, the information described below) or otherwise reviewed by Jefferies. Jefferies relied on assurances of the management of Ergon that it was not aware of any facts or circumstances that would make such information inaccurate or misleading. In its review, Jefferies did not obtain any independent evaluation or appraisal of any of the assets or liabilities of, nor did Jefferies conduct a physical inspection of any of the properties or facilities of, the Partnership, and Jefferies was not furnished with any such evaluations or appraisals, and assumed no responsibility to obtain any such evaluations, appraisals or physical inspections.

With respect to the financial forecasts provided to and examined by Jefferies, Jefferies noted that projecting future results of any company is inherently subject to uncertainty. However, Ergon informed Jefferies, and Jefferies assumed, that such financial forecasts were reasonably prepared on bases reflecting the then best currently available estimates and good faith judgments of the management of the General Partner as to, and were a reasonable basis on which to evaluate, the future financial performance of the Partnership and the other matters covered thereby. Jefferies expressed no opinion as to the Partnership’s financial forecasts or the assumptions on which they were based.

The Jefferies Discussion Materials and the preliminary financial considerations and other information contained therein were based on economic, monetary, regulatory, market and other conditions existing, and which could be evaluated, as of the respective dates of the Jefferies Discussion Materials. In particular, the financial forecasts and other information and data relating to the Partnership prepared by the management of the General Partner and utilized in certain of the Jefferies Discussion Materials were limited in nature and provided by Ergon to Jefferies as of September 27, 2021 (the “GP Management September Forecasts”), which financial forecasts and other information and data were subsequently superseded by updated information not available as of, and not reflected in, the Jefferies Discussion Materials. Jefferies did not undertake to advise any person of any change in any fact or matter affecting the Jefferies Discussion Materials of which Jefferies becomes aware after the date of such discussion materials.

Jefferies made no independent investigation of any legal or accounting matters affecting the Partnership, and Jefferies assumed the correctness in all respects material to the Jefferies Discussion Materials of all legal and accounting advice given to Ergon, Parent and the Partnership, including, without limitation, advice as to the legal, accounting and tax consequences of the terms of, and transactions contemplated by, the Merger to the Partnership and its Unitholders. In addition, in preparing the Jefferies Discussion Materials, Jefferies did not take into account any tax consequences of the transaction to any holder of Common Units or Preferred Units. Jefferies expressed no view or opinion as to the price at which the Common Units or Preferred Units will trade at any time.

The summary of the financial analyses described below is a summary of the material financial analyses reviewed with Ergon and Parent and performed by Jefferies in connection with the Jefferies Discussion Materials and is qualified in its entirety by reference to the full text of such Jefferies Discussion Materials. Considering the data below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of Jefferies’s financial analyses. The order in which the financial analyses summarized below appear does not necessarily reflect the relative importance or weight given to such analyses.

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The estimates of the future performance of the Partnership in or underlying Jefferies’s analyses are not necessarily indicative of future results or values, which may be significantly more or less favorable than those estimates. In performing its analyses, Jefferies considered industry performance, general business and economic conditions and other matters, many of which are beyond the control of the Partnership. Estimates of the financial value of companies or businesses do not purport to be appraisals or necessarily reflect the prices at which companies, businesses or securities actually may be sold or acquired. Accordingly, the estimates used in, and the implied reference ranges resulting from, any particular analysis described below are inherently subject to substantial uncertainty and should not be taken as Jefferies’s view of the actual value of the Partnership or its businesses or securities.

The terms of the Merger Agreement were determined through negotiations between Ergon, Parent and the Conflicts Committee, and the decision by Parent to enter into the Merger Agreement was solely that of Parent. The Jefferies Discussion Materials were only one of many factors considered by Ergon and Parent and should not be viewed as determinative of the views of Ergon and Parent with respect to the Merger or the consideration payable pursuant to the Merger Agreement.

October Jefferies Discussion Materials

The preliminary discussion materials that representatives of Jefferies provided to Ergon and Parent on October 8, 2021 included, among other things:

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December Jefferies Discussion Materials

The Jefferies Discussion Materials that representatives of Jefferies provided to Ergon and Parent on December 21, 2021 included, among other things:

Miscellaneous

In connection with its September 2021 engagement, Ergon has agreed to pay Jefferies for its financial advisory services to Ergon in connection with the Merger an aggregate fee of $2.5 million, which is contingent upon the consummation of the Merger. In addition, Ergon has agreed to reimburse Jefferies for expenses, including fees and expenses of counsel, incurred in connection with Jefferies’s engagement, and to indemnify Jefferies and related parties against liabilities, including liabilities under federal securities laws, arising out of or in connection with the services rendered and to be rendered by Jefferies under its engagement.

During the two years prior to the date of its engagement with Ergon, Jefferies did not receive any fees from Ergon, the Partnership, or any of their respective affiliates for financial advisory or financing services. In the

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ordinary course of business, Jefferies and its affiliates may trade or hold securities or financial instruments (including loans and other obligations) of Ergon, the Partnership and/or certain of their respective affiliates for Jefferies’s own account and for the accounts of Jefferies’s customers and, accordingly, may at any time hold long or short positions or otherwise effect transactions in those securities or financial instruments.

Jefferies was selected as the financial advisor to Ergon in connection with the Merger because, among other things, Jefferies is an internationally recognized investment banking firm with substantial experience in merger and acquisition transactions. Jefferies is regularly engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, leveraged buyouts, negotiated underwritings, competitive bids, secondary distributions of listed and unlisted securities and private placements.

The Support Agreement

On April 21, 2022, the Partnership and Parent entered into the Support Agreement, pursuant to which, among other things, Parent has agreed, in its capacity as a limited partner of the Partnership, to vote its Common Units and Preferred Units in favor of the Merger Agreement and the Merger. Under the Support Agreement, Parent has also agreed that it will not transfer any of its Units except to an affiliate of Parent; provided, however, that any such transferee must have executed and delivered to the Partnership a counterpart to the Support Agreement pursuant to which such transferee will agree to be bound by all of the terms and provisions of the Support Agreement, as if such transferee were an original party to the agreement.

The Support Agreement will terminate upon the earliest of (i) the Effective Time, (ii) the termination of the Merger Agreement, (iii) the election of Parent in the event that the Conflicts Committee makes a Partnership Adverse Recommendation Change and (iv) the mutual written agreement of Parent and the Partnership. The full text of the Support Agreement is attached as Annex B to this proxy statement. The Partnership encourages you to read the Support Agreement carefully and in its entirety.

Interests of the Directors and Executive Officers of the General Partner in the Merger

In considering the recommendation of the GP Board that Unitholders vote “FOR” the Merger Proposal, Unitholders should be aware that some of the General Partner’s directors and executive officers have financial interests in the Merger that may be different from, or in addition to, those of Unitholders generally. The GP Board was aware of these interests and considered them, among other matters, in approving the Merger Agreement and making its recommendation that the Unitholders approve the Merger Agreement.

Indemnification; Directors’ and Officers’ Insurance

All of the directors and executive officers of the GP Board will receive continued indemnification and insurance coverage for their actions as directors and executive officers after the Effective Time of the Merger.

Beneficial Ownership of Common Units

Certain of the directors and executive officers of the General Partner hold Common Units and will be entitled to receive the Merger Consideration in connection with the Merger. Additionally, certain of the directors and executive officers of the General Partner hold phantom units and restricted units under the Partnership Long-Term Incentive Plan, effective September 9 (the “Long-Term Incentive Plan”), which will be converted into the right to receive a cash payment in an amount equal to the Merger Consideration with respect to each such unit. See “Common Unit and Preferred Unit Ownership” for more information.

Position of the Ergon Filing Parties as to the Fairness of the Merger

Under the SEC rules governing “going private” transactions, each of the Ergon Filing Parties is an affiliate of the Partnership that is required to express its belief as to the fairness of the proposed Merger to the Partnership

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Unaffiliated Common Unitholders and the Partnership Unaffiliated Preferred Unitholders. The Ergon Filing Parties are making the statements included in this section for the purpose of complying with the requirements of Rule 13e-3 and related rules under the Exchange Act.

The Ergon Filing Parties believe that the Merger (which is the Rule 13e-3 transaction for which a Schedule 13E-3 Transaction Statement was filed with the SEC) is substantively and procedurally fair to the Partnership Unaffiliated Common Unitholders and the Partnership Unaffiliated Preferred Unitholders on the basis of the factors described in “Special Factors—Purpose and Reasons of the Ergon Filing Parties for the Merger” and the additional factors described below.

None of the Ergon Filing Parties nor any of their respective affiliates (other than the Conflicts Committee, which performed an evaluation only with respect to the Partnership Unaffiliated Common Unitholders) undertook an independent evaluation of the fairness of the Merger to the Partnership Unaffiliated Common Unitholders or the Partnership Unaffiliated Preferred Unitholders or engaged a financial advisor for such purpose. The GP Board delegated to the Conflicts Committee the exclusive power and authority to investigate, review, evaluate and make a recommendation to the GP Board with respect to, the proposed transaction, which included the power to negotiate, or delegate to any person the ability to negotiate, the terms and conditions of the proposed transaction and to determine whether the proposed transaction is fair and reasonable to, and in the best interests of, the Partnership and the Partnership Unaffiliated Common Unitholders. However, the Conflicts Committee was not delegated the authority to, and did not, determine that the Merger Agreement and the transactions contemplated thereby, including the Merger, are fair and reasonable to the Partnership Unaffiliated Preferred Unitholders or otherwise approve the Merger Agreement and the Merger on behalf of the Partnership Unaffiliated Preferred Unitholders.

Based on the knowledge and analysis by the Ergon Filing Parties of available information regarding the Partnership, as well as discussions with members of the General Partner’s senior management regarding the Partnership and its business and the factors considered by, and the analysis and resulting conclusions of, the GP Board discussed in this proxy statement in “Special Factors—Purpose and Reasons of the Ergon Filing Parties for the Merger,” the Ergon Filing Parties believe that the Merger is substantively and procedurally fair to the Partnership Unaffiliated Common Unitholders and Partnership Unaffiliated Preferred Unitholders. In particular, the Ergon Filing Parties believe that the proposed Merger is both substantively and procedurally fair to the Partnership Unaffiliated Common Unitholders and Partnership Unaffiliated Preferred Unitholders based on their consideration of the following factors, among others, which are not presented in any relative order of importance:

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The Ergon Filing Parties did not find it practicable to assign, nor did they assign, specific relative weights to the individual factors considered in reaching their conclusion as to fairness. The Ergon Filing Parties also did not consider the liquidation value of the Partnership’s assets, and did not perform a liquidation analysis, because they consider the Partnership to be a viable going concern. Therefore, no appraisal of liquidation value was sought for purposes of valuing the Partnership Units, and the Ergon Filing Parties believe that the liquidation value of the Units is irrelevant to a determination as to whether the proposed merger is fair to the Partnership Unaffiliated Common Unitholders and the Partnership Unaffiliated Preferred Unitholders.

The Ergon Filing Parties did not consider net book value, which is an accounting concept, for purposes of determining the fairness of the merger consideration to the Partnership Unaffiliated Common Unitholders or the Partnership Unaffiliated Preferred Unitholders because, in the Ergon Filing Parties’ view, net book value is neither indicative of the Partnership’s market value nor its value as a going concern, but rather is an indicator of historical costs.

While the Ergon Filing Parties considered the trading history of the Partnership’s Common Units and Preferred Units and noted that at various times, this trading history reflected prices above the $4.65 to be paid for each Common Unit held by the Partnership Unaffiliated Common Unitholders and prices above the $8.75 to be paid for each Preferred Unit held by the Partnership Unaffiliated Preferred Unitholders as part of the merger consideration, the Ergon Filing Parties concluded that these factors were not important in determining present value.

Other than as discussed in “—Background of the Merger,” the Ergon Filing Parties are not aware of any firm offers made by third parties to acquire the Partnership in the past two years and did not solicit any such offers during the period. In any event, the Ergon Filing Parties have no intention of selling their Common Units or Preferred Units (or any of the general partner interest or Incentive Distribution Rights) beneficially owned by them, and therefore did not consider the possibility that any such offers might be made in reaching their conclusion as to fairness.

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The Ergon Filing Parties’ consideration of the factors described above reflects their assessment of the fairness of the merger. The Ergon Filing Parties implicitly considered the value of the Partnership in a sale as a going concern by taking into account the Partnership’s current and anticipated business, financial conditions, results of operations, prospects and other forward-looking matters. The Ergon Filing Parties did not, however, explicitly calculate a stand-alone going concern value of the Partnership because the Ergon Filing Parties believe that going concern value is not an appropriate method of determining the value of the Partnership’s Common Units and Preferred Units for purposes of the merger. In light of the fact that the Ergon Filing Parties already have, and will continue to have, control of the Partnership, and that the Ergon Filing Parties continue to desire to retain their Units, the Ergon Filing Parties do not believe that it would be appropriate for the Partnership’s Common Units and Preferred Units held by the Partnership Unaffiliated Common Unitholders and Partnership Unaffiliated Preferred Unitholders to be valued on a basis that includes a control premium.

The foregoing discussion of the information and factors considered and weight given by the Ergon Filing Parties is not intended to be exhaustive, but includes the material factors considered by the Ergon Filing Parties. The Ergon Filing Parties’ views as to the fairness of the proposed merger should not be construed as a recommendation to Unitholders to approve the Merger Agreement. Other than the GP Board, the Ergon Filing Parties do not make any recommendation as to how the Unitholders should vote their Units on the proposals on the Merger Proposal.

Purpose and Reasons of the Ergon Filing Parties for the Merger

Under the SEC rules governing “going private” transactions, each of the Ergon Filing Parties is an affiliate of the Partnership that is required to express its belief as to the fairness of the proposed Merger to the Partnership Unaffiliated Common Unitholders and the Partnership Unaffiliated Preferred Unitholders. The Ergon Filing Parties are making the statements included in this section for the purpose of complying with the requirements of Rule 13e-3 and related rules under the Exchange Act.

If the Merger is completed, the Partnership will become a subsidiary of Ergon. For the Ergon Filing Parties, the purpose of the Merger is to effectuate the transactions contemplated by the Merger Agreement and to bear the rewards and risks of such ownership after the Common Units and Preferred Units cease to be publicly traded. The Ergon Filing Parties did not consider any alternatives for achieving these purposes.

The Ergon Filing Parties believe that the Partnership could operate more efficiently and effectively as a private entity. The Ergon Filing Parties believe that improvements to the Partnership’s cost structure and operational flexibility could be achieved, free of the pressures imposed on a publicly traded partnership with regard to operating results and reporting requirements. In addition, the Ergon Filing Parties considered what they believed were competitive advantages of the Partnership ceasing to be a public entity, including greater ability to capitalize on commercial and market opportunities, if any. Further, absent the reporting and other substantial burdens placed on public entities, the Ergon Filing Parties believe that the management and employees of the Partnership and the General Partner will be able to better execute on the Partnership’s future strategic plans due to increased time and narrowed focus.

The Ergon Filing Parties have undertaken to pursue the Merger at this time for the reasons described above.

Although the Ergon Filing Parties believe that there will be opportunities associated with their investment in the Partnership, the Ergon Filing Parties realize that there are also substantial risks (including the risks and uncertainties relating to the prospects of the Partnership) and that such opportunities may never be fully realized. Further, following the merger, there will be no trading market for the equity securities of the Partnership.

The Ergon Filing Parties believe that structuring the transaction as a merger transaction is preferable to other transaction structures because (i) it will enable Ergon to acquire, through Parent, all of the outstanding Common Units and Preferred Units at the same time and (ii) it represents an opportunity for the Partnership’s unitholders

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(except Parent) to receive a premium for their Units. The Common Unit Merger Consideration represents a 51.5% premium to the market closing price prior to Ergon’s offer made on October 8, 2021 and a 40.5% premium to the trailing 30-day volume-weighted average price on April 21, 2022. The Preferred Unit Merger Consideration was greater than the 52-week trading high for such units upon signing the Merger Agreement and represents a 5.3% premium to the market closing price prior to Ergon’s offer made on October 8, 2021 and a 3.6% premium to the trailing 30-day volume-weighted average price on April 21, 2022. Further, the Ergon Filing Parties believe that structuring the transaction as a merger transaction provides a prompt and orderly transfer of ownership of the Partnership in a single step, without the necessity of financing separate purchases of the Common Units and Preferred Units in a tender offer and implementing a second-step merger to acquire any Common Units and Preferred Units not tendered into any such tender offer, and without incurring any additional transaction costs associated with such activities.

Primary Benefits and Detriments of the Merger

Benefits and Detriments to Unaffiliated Unitholders

The primary benefits of the Merger to Partnership Unaffiliated Common Unitholders and Partnership Unaffiliated Preferred Unitholders, who will not have a continuing interest in the Partnership following the Merger, include the following:

The primary detriments of the Merger to Partnership Unaffiliated Common Unitholders and Partnership Unaffiliated Preferred Unitholders, who will not have a continuing interest in the Partnership following the Merger, include the following:

Benefits and Detriments to the Partnership and the Ergon Filing Parties

The primary benefits of the Merger to the Partnership and the Ergon Filing Parties include the following:

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The primary detriments of the Merger to the Partnership and the Ergon Filing Parties include the following:

Ownership of the Partnership After the Merger

After the Merger, the Partnership will survive as a direct wholly owned subsidiary of Parent and the General Partner, each of whom are wholly owned subsidiaries of Ergon.

Regulatory Approvals and Clearances Required for the Merger

None of Parent, the General Partner or the Partnership is aware of any federal or state regulatory approval required in connection with the Merger, other than compliance with applicable federal securities laws and applicable Delaware law.

Financing of the Merger

The total amount of funds necessary for Parent to consummate the Merger and the related transactions, excluding expenses related thereto, is anticipated to be approximately $309 million. Parent expects to fund the Merger with a combination of cash on hand and proceeds from Ergon’s existing credit facilities. The Merger is not subject to any financing condition and Parent does not expect any difficulties in obtaining the cash required to fund the Merger.

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Ergon is party to a $600 million revolving credit facility with Wells Fargo, N.A., as administrative agent, and the several lenders party thereto that matures in 2025. Ergon has the option to increase the aggregate commitments under the revolving credit facility to $1.0 billion and may request extensions, subject to certain conditions.

Outstanding borrowings under the revolving credit facility bear interest, at LIBOR plus a stipulated margin. Ergon may in the future refinance a portion of the amounts borrowed under its revolving credit facility.

Fees and Expenses

Generally, all fees and expenses incurred in connection with the transactions contemplated by the Merger Agreement will be the obligation of the respective party incurring such fees and expenses, except that (i) Parent and the Partnership will each pay one half of the expenses incurred in connection with the filing, printing and mailing of this proxy statement and the Schedule 13E-3, and any amendments or supplements thereto, (ii) Parent shall pay all costs and fees of the Paying Agent fees and (iii) the Partnership will pay the Partnership Termination Fee or the Parent Expense Reimbursement, if applicable, as discussed below under “Proposal No. 1 The Merger Agreement—Effect of Termination; Remedies.”

Total fees and expenses incurred or to be incurred by the Partnership and Parent in connection with the Merger are estimated at this time to be as follows:

Certain Legal Matters

General

In the Merger Agreement, the parties have agreed to cooperate with each other to make all necessary, proper or advisable filings with any applicable governmental authorities and to obtain promptly all governmental approvals and consents necessary to consummate the Merger, subject to certain exceptions and limitations.

Certain Litigation

Currently, the Partnership is not aware of any complaints filed or pending litigation related to the Merger.

Provisions for Unaffiliated Unitholders

No provision has been made to grant Unaffiliated Unitholders access to the files of the Partnership, the General Partner, Parent or Merger Sub or to obtain counsel or appraisal services at the expense of the foregoing parties.

Delisting and Deregistration of Common Units and Preferred Units

If the Merger is completed, the Common Units and the Preferred Units will cease to be listed on the Nasdaq and will be deregistered under the Exchange Act.

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No Appraisal Rights

Holders of Units are not entitled to dissenters’ rights of appraisal under the Partnership Agreement, the Merger Agreement or applicable Delaware law. The foregoing discussion is not a complete statement of law pertaining to appraisal rights under Delaware law and is qualified in its entirety by references to Delaware law, other applicable law, the Partnership Agreement and the Merger Agreement.

Accounting Treatment of the Merger

The General Partner already has controlling interest of the Partnership for accounting purposes. Therefore, its net assets remain at historical cost.

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The last reported sale price of Common Units on the Nasdaq on April 21, 2022, the last trading day before the Partnership entered into the Merger Agreement, was $3.30 per unit.

The last reported sale price of Common Units on the Nasdaq on May 31, 2022, the last trading day before the filing of this proxy statement, was $4.53 per unit.

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The last reported sale price of Preferred Units on the Nasdaq on April 21, 2022, the last trading day before the Partnership entered into the Transaction Agreement, was $8.45 per unit.

The last reported sale price of Preferred Units on the Nasdaq on May 31, 2022, the last trading day before the filing of this proxy statement, was $8.61 per unit.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement and the other documents referred to or incorporated by reference into this proxy statement include certain forward-looking statements regarding, among other things, the Partnership’s plans, strategies and prospects, both business and financial.

Forward-looking statements give the Partnership’s current expectations, contain projections of results of operations or of financial condition, or forecasts of future events. When used in this proxy statement, the words “could,” “may,” “should,” “will,” “seek,” “believe,” “expect,” “anticipate,” “intend,” “continue,” “estimate,” “plan,” “target,” “predict,” “project,” “attempt,” “is scheduled,” “likely,” “forecast,” the negatives thereof and other similar expressions are used to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on our current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. You are cautioned not to place undue reliance on any forward-looking statements. 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, the occurrence of any event, change or other circumstance that could give rise to termination of the Merger Agreement, the failure of closing conditions, and delays in the consummation of the Merger, as circumstances warrant; the impact of the announcement of the proposed Merger on relationships with third parties, including commercial counterparties, employees and competitors, and risks associated with the loss and ongoing replacement of key personnel; risks related to disruption of management’s attention from the Partnership’s ongoing business operations due to the Merger; large customer defaults; interest rates; political developments; operating hazards, natural disasters, weather-related delays, casualty losses and other matters beyond the Partnership’s control; uncertainty regarding the Partnership’s future operating results; changes in capital requirements or in execution of planned capital projects; changes in tax status of the Partnership; effects of existing and future laws and governmental regulations; and the effects of future litigation, including litigation relating to the Merger. 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 SEC 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.

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PARTIES TO THE MERGER

BLUEKNIGHT ENERGY PARTNERS, L.P.

6060 American Plaza, Suite 600

Tulsa, Oklahoma 74135

Phone: (918) 237-4000

The Partnership is a publicly traded master limited partnership that owns the largest independent asphalt terminalling network in the country. Operations include 9.0 million barrels of liquid asphalt storage capacity across 54 terminals and 26 states throughout the United States. The Partnership is focused on providing integrated terminalling solutions for tomorrow’s infrastructure and transportation end markets.

The Partnership’s Common Units and Preferred Units are listed on the Nasdaq under the ticker symbols “BKEP” and “BKEPP,” respectively. On May 31, 2022, the most recent practicable date before the printing of this proxy statement, 41,856,847 Common Units and 34,406,683 Preferred Units were issued and outstanding.

BLUEKNIGHT ENERGY PARTNERS G.P., L.L.C.

6060 American Plaza, Suite 600

Tulsa, Oklahoma 74135

Phone: (918) 237-4000

The General Partner is the general partner of the Partnership. The GP Board and executive officers manage the Partnership. The General Partner is a direct wholly owned subsidiary of Blueknight GP Holding, LLC.

ERGON ASPHALT & EMULSIONS, INC.

c/o Ergon, Inc.

2829 Lakeland Drive, Suite 2000

Flowood, Mississippi 39232

Phone: (601) 933-3000

Ergon Asphalt & Emulsions, Inc., a Mississippi corporation (“Parent”), is a direct wholly owned subsidiary of Ergon, Inc., a Mississippi corporation (“Ergon”). Parent’s primary business activity is to manufacture and market asphalt products. Ergon is a privately held company formed in 1970 and is based in Jackson, Mississippi, with over 3,000 employees globally. Ergon and its subsidiaries are engaged in a wide range of operations that are categorized into six primary business segments: Refining & Marketing, Specialty Chemicals, Asphalt & Emulsions, Midstream & Logistics, Oil & Gas, and Construction & Real Estate.

MERLE, LLC

c/o Ergon, Inc.

2829 Lakeland Drive, Suite 2000

Flowood, Mississippi 39232

Phone: (601) 933-3000

Merle, LLC, a Delaware limited liability company (“Merger Sub”), is a direct wholly owned subsidiary of Parent formed solely for the purpose of facilitating the Merger. Merger Sub has not carried on any activities or operations to date, except for those activities incidental to its formation and undertaken in connection with the transactions contemplated by the Merger Agreement. By operation of the Merger, Merger Sub will be merged with and into the Partnership, with the Partnership surviving the Merger as a wholly owned subsidiary of Parent and the General Partner.

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THE PARTNERSHIP SPECIAL MEETING

The Partnership is providing this proxy statement to its Unitholders in connection with the solicitation of proxies to be voted at the Special Meeting of Unitholders that the Partnership has called for, among other things, the purpose of holding a vote upon a proposal to approve the Merger Agreement and the Merger, and any adjournment or postponement thereof. This proxy statement is first being mailed to Unitholders on or about                , 2022 and provides Unitholders with the information they need to know to be able to vote or instruct their vote to be cast at the Special Meeting of Unitholders.

Date, Time and Place of the Special Meeting

The Special Meeting is scheduled to be held at 6060 American Plaza, Suite 600, Tulsa, Oklahoma 74135, on                , 2022, at                 (local time).

Matters to be Considered at the Special Meeting

At the Special Meeting, Unitholders will be asked to consider and vote on the following proposals:

Recommendation of the Conflicts Committee

The Conflicts Committee of the GP Board, consisting of three directors who meet the qualifications set forth in the Partnership Agreement and the Conflicts Committee charter for membership on the Conflicts Committee, has unanimously and in good faith (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are (A) fair and reasonable to the Partnership Unaffiliated Common Unitholders and (B) in the best interest of the Partnership and the Partnership Unaffiliated Common Unitholders, (ii) approved the Merger Agreement and the transactions contemplated thereby, including the Merger (the foregoing actions described in clauses (i) and (ii) constituting Special Approval (as defined in the Partnership Agreement), (iii) recommended that the GP Board approve the Merger Agreement, the execution, delivery and performance of the Merger Agreement and the consummation of the transactions contemplated thereby, including the Merger, (iv) recommended that the GP Board submit the Merger Agreement and the Merger to a vote of the Unitholders and (v) recommended approval of the Merger Agreement and the Merger by the Partnership Unaffiliated Common Unitholders. Therefore, the Conflicts Committee recommends that you vote “FOR” the proposal to approve the Merger Agreement and the Merger, at the Special Meeting. See “Special Factors—Recommendations of the Conflicts Committee and the GP Board; Reasons for Recommending Approval of the Merger Proposal—Reasons for the Conflict Committee’s Recommendation.”

Recommendation of the GP Board

The GP Board, after considering the unanimous determination and recommendation of the Conflicts Committee, has unanimously and in good faith (i) determined that the Merger Agreement, the Support Agreement and the Merger are (A) fair and reasonable to the Partnership Unaffiliated Common Unitholders and Partnership Unaffiliated Preferred Unitholders and (B) in the best interests of the Partnership and the Partnership Unaffiliated Common Unitholders and the Partnership Unaffiliated Preferred Unitholders, (ii) approved the Merger Agreement, the Support Agreement and the transactions contemplated thereby, including the Merger, (iii) recommended that the GP Board approve the Merger Agreement, the execution, delivery and performance of the Merger Agreement and the consummation of the transactions contemplated thereby, including the Merger

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(iv) recommended that the GP Board submit the Merger Agreement and the Merger to a vote of the Partnership’s limited partners (including the holders of Preferred Units) and (v) recommended the approval of the Merger Agreement and the Merger by the Partnership Unaffiliated Common Unitholders. Therefore, the GP Board recommends that you vote “FOR” the proposal to approve the Merger Agreement and the Merger, at the Special Meeting. See “Special Factors— Recommendations of the Conflicts Committee and the GP Board; Reasons for Recommending Approval of the Merger Proposal—Reasons for the GP Board’s Recommendation.”

Who Can Vote at the Special Meeting

The record date for the Special Meeting is                , 2022. Only Unitholders of record at the close of business on the record date will be entitled to receive notice of and to vote at the Special Meeting or any adjournment or postponement of the meeting unless adjournment shall be for more than 45 days, in which case the GP Board shall set a new record date.

As of the close of business on                , 2022 (the most recent practicable trading day before the printing of this proxy statement and it is expected that, at the record date, the number of such Units outstanding will not have changed significantly), there were                 Common Units and                Preferred Units held by Unitholders outstanding and entitled to vote at the Special Meeting. Each holder of Units entitled to vote at the Special Meeting may cast one vote for each Unit that such holder owned on the close of business on the record date; provided that if at any time any person or group (other than the General Partners or its affiliates) beneficially owns 20% or more of any class of outstanding Units, all Units owned by such person or group shall not be voted on any matter or considered for determining the presence of a quorum. This loss of voting rights does not apply to (i) any person or group that acquires the Units directly from the General Partner and its affiliates and any transferees of that person or group who are notified by the General Partner that they will not lose their voting rights or (ii) to any person or group who acquires the Units with the prior approval of the GP Board.

A complete list of Unitholders entitled to vote at the Special Meeting will be available for inspection at the principal place of business of the Partnership during regular business hours for a period of no less than 10 days before the Special Meeting and at the place of the Special Meeting during the meeting.

Quorum

A quorum of Unitholders represented in person or by proxy at the Special Meeting is required to vote on approval of the Merger Agreement at the Special Meeting, but not to vote on approval of any adjournment of the meeting. A majority of the outstanding Common Units and Preferred Units must be represented in person or by proxy at the meeting in order to constitute a quorum. Any abstentions and broker non-votes will be considered to be present at the meeting for purposes of determining whether a quorum is present at the Special Meeting. Pursuant to the Support Agreement, included as Annex B to this proxy statement, Parent has agreed to appear at the Special Meeting for quorum purposes and to vote or cause their Common Units and Preferred Units to be voted in favor of the Merger Agreement and the transactions contemplated thereby, including the Merger.

Vote Required for Approval

The affirmative vote of holders of a majority of the issued and outstanding Common Units and Preferred Units (voting on an “as if” converted to Common Unit basis) voting as a single class, and the affirmative vote of holders of a majority of the issued and outstanding Preferred Units, voting separately as a class based on one vote per Preferred Unit, is required to approve the Merger Agreement and the Merger. Pursuant to the Partnership Agreement, the Preferred Units are convertible on a one-to-one basis into Common Units at the option of the unitholder. As of                , 2022 (the most recent practicable trading day before the printing of this proxy statement and it is expected that, at the record date, the number of such Units outstanding will not have changed significantly), there were                 Common Units and                 Preferred Units outstanding and held by Unitholders. Pursuant to the Support Agreement, Parent agreed to vote or cause the 2,745,837 Common Units

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and 20,801,757 Preferred Units it owns to be voted in favor of the Merger, the adoption of the Merger Agreement and any other matter necessary or desirable for the consummation of the transactions contemplated by the Merger Agreement, including the Merger.

Accordingly, the affirmative vote of the holders of Common Units and Preferred Units (voting on an “as if” converted to Common Unit basis), voting as a single class based on one vote per Unit, representing approximately     % of the total issued and outstanding Common Units and Preferred Units (in addition to the Common Units and Preferred Units to be voted by Parent pursuant to the Support Agreement) is necessary to approve the Merger Agreement and the Merger. The affirmative vote of holders of a majority of the issued and outstanding Preferred Units, voting separately as a class based on one vote per Preferred Unit, will have been obtained once Parent votes the Preferred Units it owns in favor of the Merger, the adoption of the Merger Agreement and any other matter necessary or desirable for the consummation of the transactions contemplated by the Merger Agreement, including the Merger, in accordance with the Support Agreement. If a quorum is present at the Special meeting, the affirmative vote of holders of a majority of the issued and outstanding Common Units and Preferred Units (voting on an “as if” converted to Common Unit basis), voting as a single class based on one vote per Unit, is required to approve the adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes to approve the Merger Agreement and the Merger at the time of the Special Meeting; provided that, if a quorum is not present at the Special Meeting, the affirmative vote of holders of a majority of the issued and outstanding Common Units and Preferred Units (voting on an “as if” converted to Common Unit basis), voting as a single class based on one vote per Unit, entitled to vote at such meeting represented either in person or by proxy is required to approve the Adjournment Proposal. Pursuant to the Partnership Agreement, the Preferred Units are convertible on a one-to-one basis into Common Units at the option of the unitholder.

Abstentions will have the same effect as votes “AGAINST” approval of the Merger Proposal and the Adjournment Proposal and if you fail to cast your vote in person or by proxy or fail to give voting instructions to your broker, bank or other nominee and are otherwise represented in person or by proxy, it will have the same effect as a vote “AGAINST” the Merger Proposal.

Common Unit and Preferred Unit Ownership of Parent

At the close of business on                , 2022 (the most recent practicable trading day before the printing of this proxy statement and it is expected that, at the record date, the number of such Units outstanding will not have changed significantly), Parent owned 2,745,837 Common Units and 20,801,757 Preferred Units, which collectively represent an aggregate of approximately     % of the outstanding Common Units and approximately     % of the outstanding Preferred Units, and approximately     % of the outstanding Common Units and Preferred Units as a single class.

Voting of Common Units and Preferred Units by Holders of Record

If you are entitled to vote at the Special Meeting and hold your Units in your own name, you can submit a proxy or vote in person by completing a ballot at the Special Meeting. However, the Partnership encourages you to submit a proxy before the Special Meeting even if you plan to attend the Special Meeting in order to ensure that your Units are voted. A proxy is a legal designation of another person to vote your Units on your behalf. If you hold Units in your own name, you may submit a proxy for your Units by:

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When a Unitholder submits a proxy by telephone or through the Internet, such Unitholder’s proxy is recorded immediately. The Partnership encourages its Unitholders to submit their proxies using these methods whenever possible. If you submit a proxy by telephone or the Internet website, please do not return your proxy card by mail unless you wish to change your vote in a manner compliant with the voting guidelines set forth in this proxy statement.

All Units represented by each properly executed and valid proxy received before the Special Meeting will be voted in accordance with the instructions given on the proxy. If a Unitholder executes a proxy card without giving instructions, the Units represented by that proxy card will be voted as the GP Board recommends (unless you also indicate to vote against the approval of the Merger Agreement). The GP Board recommends that Unitholders vote “FOR” the Merger Proposal and “FOR” the Adjournment Proposal.

Your vote is important. Accordingly, please submit your proxy by telephone, through the Internet or by mail, whether or not you plan to attend the meeting in person. Proxies must be received by 11:59 p.m. (local time), on                 , 2022. If the Special Meeting is adjourned to solicit additional votes in favor of the Merger Proposal, the deadline for submitting your proxy may be extended.

Voting of Units Held in Street Name

If your Units are held in an account at a broker or through another nominee, you must instruct the broker or other nominee on how to vote your Units by following the instructions that the broker or other nominee provides to you with these proxy materials. Most brokers offer the ability for Unitholders to submit voting instructions by mail by completing a voting instruction card, by telephone and via the Internet.

If you do not provide voting instructions to your broker, your Units will not be voted on any proposal on which your broker does not have discretionary authority to vote. This is referred to in this proxy statement and in general as a broker non-vote. In these cases, the broker or other nominee can register your Units as being present at the Special Meeting for purposes of determining a quorum, but will not be able to vote your Units on those matters for which specific authorization is required. Under the current rules of the Nasdaq, brokers do not have discretionary authority to vote on any of the Proposals, including the Merger Proposal. A broker non-vote of a Unit will have the same effect as a vote “AGAINST” the Merger Proposal and the Adjournment Proposal.

If you hold Units through a broker or other nominee and wish to vote your Units in person at the Special Meeting, you must obtain a proxy from your broker or other nominee and present it to the inspector of election with your ballot when you vote at the Special Meeting.

Revocability of Proxies; Changing Your Vote

You may revoke your proxy and/or change your voting instructions at any time before your proxy is voted at the Special Meeting. If you are a Unitholder of record, you can do this by:

If you hold your Common Units through a broker or other nominee, you must follow the directions you receive from your broker or other nominee in order to revoke your proxy or change your voting instructions.

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Solicitation of Proxies

This proxy statement is furnished in connection with the solicitation of proxies by the GP Board to be voted at the Special Meeting. The Partnership has engaged Innisfree to assist in the solicitation of proxies for the meeting and the Partnership estimates it will pay Innisfree a fee of up to $25,000, plus reasonable out-of-pocket expenses, for these and other advisory services. The Partnership has also agreed to indemnify Innisfree, its subsidiaries and their respective directors, officers, employees and agents against certain claims, liabilities, losses, damages and expenses. In addition, the Partnership may reimburse brokerage firms and other persons representing beneficial owners of Common Units and Preferred Units for their reasonable expenses in forwarding solicitation materials to such beneficial owners. Proxies may also be solicited by certain of the General Partner’s directors, officers and employees by telephone, electronic mail, letter, facsimile or in person, but no additional compensation will be paid to them.

A letter of transmittal and instructions for the surrender of Units will be mailed to holders of such Units shortly after the completion of the Merger.

Adjournments

Adjournments may be made for the purpose of, among other things, soliciting additional proxies. If a quorum is present at the Special Meeting, the Adjournment Proposal requires the affirmative vote of holders of a majority of the issued and outstanding Common Units and Preferred Units (voting on an “as if” converted to Common Unit basis), voting as a single class based on one vote per Unit; provided that, if a quorum is not present at the Special Meeting, the affirmative vote of holders of a majority of the issued and outstanding Common Units and Preferred Units (voting on an “as if” converted to Common Unit basis), voting as a single class based on one vote per Unit, entitled to vote at such meeting represented either in person or by proxy, will be required to approve the proposal. The Partnership is not required to notify holders of Units of any adjournment of 45 days or less if the time and place of the adjourned meeting are announced at the meeting at which the adjournment is taken, unless after the adjournment a new record date is fixed for the adjourned meeting. At any adjourned meeting, the Partnership may transact any business that it might have transacted at the original Special Meeting, provided that a quorum is present at such adjourned meeting. Proxies submitted by holders of Units for use at the original Special Meeting will be used at any adjournment or postponement of the meeting. References to the Special Meeting in this proxy statement are to such Special Meeting as adjourned or postponed.

Assistance

If you need assistance in completing your proxy card or have questions regarding the Special Meeting, please contact Innisfree toll-free at (877) 750-0870.

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