UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d)
of the
Securities Exchange Act of 1934
Date of
report (date of earliest event reported): September 9, 2008
SEMGROUP
ENERGY PARTNERS, L.P.
(Exact
name of Registrant as specified in its charter)
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DELAWARE
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001-33503
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20-8536826
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(State
of incorporation
or
organization)
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(Commission
file number)
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(I.R.S.
employer identification number)
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Two
Warren Place
6120
South Yale Avenue, Suite 500
Tulsa,
Oklahoma
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74136
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(Address
of principal executive offices)
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(Zip
code)
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Registrant’s
telephone number, including area code: (918) 524-5500
(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General
Instruction A.2. below):
[
] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[
] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[
] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act(17 CFR 240.14d-2(b))
[
] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act(17 CFR 240.13e-4(c))
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Item
1.01.
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Entry
into a Material Definitive
Agreement.
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As previously disclosed in Current
Reports on Form 8-K filed with the Securities and Exchange Commission (the
“SEC”) on July 22, 2008 and July 24, 2008, SemGroup, L.P. (“Parent”) and certain
of its subsidiaries filed voluntary petitions (the “Bankruptcy Filings”) for
reorganization under Chapter 11 of the Bankruptcy Code in the United States
Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”), Case No.
08-11547-BLS, on July 22, 2008. None of SemGroup Energy
Partners, L.P. (the “Partnership”), its general partner, the subsidiaries of the
Partnership nor the subsidiaries of the general partner were party to the
Bankruptcy Filings. However, the Partnership and its subsidiaries are
party to various agreements with Parent and its subsidiaries, including
subsidiaries that are debtors in the Bankruptcy Filings. Under a
Throughput Agreement, the Partnership provides certain crude oil gathering,
transportation, terminalling and storage services to a subsidiary of Parent that
is a debtor in the Bankruptcy Filings. Under a Terminalling and
Storage Agreement, the Partnership provides certain liquid asphalt cement
terminalling and storage services to a subsidiary of Parent that is a debtor in
the Bankruptcy Filings. In addition, the Partnership is party to an
Amended and Restated Omnibus Agreement with Parent whereby Parent operates the
Partnership’s assets and performs other administrative services for the
Partnership such as accounting, legal, regulatory, development, finance, land
and engineering. Parent’s obligation to provide such services under
the Amended and Restated Omnibus Agreement terminated in connection with a
change of control of the Partnership’s general partner as disclosed in a Current
Report on Form 8-K filed with the SEC on July 24, 2008.
On September 9, 2008, an order was
entered relating to the settlement of certain matters between the Partnership
and the Parent (the “Order”) in the Bankruptcy Filings. Among other
things, the Order provides that (i) Parent shall directly pay any utility costs
attributable to the operations of Parent at certain shared facilities, and
Parent will pay the Partnership for past utility cost reimbursements that are
due from Parent; (ii) commencing on September 15, 2008, payments under the
Terminalling and Storage Agreement shall be netted against amounts due under the
Amended Omnibus Agreement and shall be made on the 15th day of each month for
the prior month (with a three business-day grace period); (iii) Parent will
provide the Partnership with a letter of credit in the amount of approximately
$4.9 million to secure Parent’s postpetition obligations under the Terminalling
and Storage Agreement; (iv) Parent will make payments under the Throughput
Agreement for the month of August on September 15, 2008 (with a three
business-day grace period) based upon the monthly contract minimums in the
Throughput Agreement and netted against amounts due under the Amended Omnibus
Agreement; (v) Parent will make Payments under the Throughput Agreement for the
months of September and October on October 15, 2008 (with a three business-day
grace period) and November 15, 2008 (with a three business-day grace period),
respectively, or three business days after amounts due are determined and
documentation therefore has been provided and exchanged based upon actual
volumes for each such month and at a rate equal to the average rate charged by
the Partnership to third-party shippers in the same geographical area, with any
such amounts netted against amounts due under the Amended Omnibus Agreement;
(vi) the parties will reevaluate the Throughput Agreement and the payment terms
with respect to services provided after October 2008; (vii) representatives of
Parent and the Partnership will meet to discuss the transition to the
Partnership of certain of Parent’s employees necessary to maintain the
Partnership’s business, and pending agreement between the parties, Parent shall
continue to provide services in accordance with the Amended Omnibus Agreement
through at least November 30, 2008; (viii) Parent will consent to an order
relating a third-party storage contract which shall provide that the Partnership
is the rightful owner of the rights in and to a certain third-party storage
agreement and the corresponding amounts due thereunder; and (ix) the Partnership
will enter into a specified lease with Parent to permit Parent to construct a
pipeline. A copy of the Order is filed as an exhibit to this Current
Report on Form 8-K and is incorporated herein by reference.
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Item
9.01.
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Financial
Statements and Exhibits.
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(d) Exhibits
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EXHIBIT
NUMBER
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DESCRIPTION
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99.1
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—
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Agreed
Order of the United States Bankruptcy Court for the District of Delaware
Regarding Motion by SemGroup Energy Partners, L.P. (i) to Compel Debtors
to Provide Adequate Protection and (ii) to Modify the Automatic
Stay.
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99.2
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—
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Press
Release dated September 9, 2008.
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SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, the Registrant has duly caused this report to
be signed on its behalf by the undersigned hereunto duly
authorized.
SEMGROUP ENERGY PARTNERS,
L.P.
By: SemGroup Energy
Partners G.P., L.L.C.
its
General Partner
Date: September
9,
2008 By: /s/ Alex G.
Stallings
Alex G. Stallings
Chief Accounting Officer
INDEX
TO EXHIBITS
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EXHIBIT
NUMBER
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DESCRIPTION
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99.1
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—
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Agreed
Order of the United States Bankruptcy Court for the District of Delaware
Regarding Motion by SemGroup Energy Partners, L.P. (i) to Compel Debtors
to Provide Adequate Protection and (ii) to Modify the Automatic
Stay.
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99.2
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—
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Press
Release dated September 9, 2008.
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