8-K

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)

DELAWARE	001-33503	20-8536826
(State of incorporation or organization)	(Commission file number)	(I.R.S. employer identification number)

Two Warren Place 6120 South Yale Avenue, Suite 500 Tulsa, Oklahoma	74136
(Address of principal executive offices)	(Zip code)

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))

Item 1.01. Entry into a Material Definitive Agreement.

Item 8.01. Other Events.

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. Financial Statements and Exhibits.

(d)           Exhibits

EXHIBIT NUMBER		DESCRIPTION
99.1	—	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.
99.2	—	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

EXHIBIT NUMBER		DESCRIPTION
99.1	—	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.
99.2	—	Press Release dated September 9, 2008.

EX-99.1

Exhibit 99.1

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE

In re:                                                                            §                 Chapter 11

         §

SEMCRUDE, L.P., et al.,                                          §                 Case No. 08-11525 (BLS)

§                 (Jointly Administered)

Debtors.                                                       §                                                              

AGREED ORDER REGARDING MOTION BY SEMGROUP ENERGY PARTNERS, L.P. (I) TO COMPEL DEBTORS TO PROVIDE ADEQUATE PROTECTION

AND (II) TO MODIFY THE AUTOMATIC STAY

Upon consideration of the Motion by SemGroup Energy Partners, L.P. (i) to Compel Debtors to Provide Adequate Protection and (ii) to Modify the Automatic Stay (the “Motion”); and the Court having considered the representations in the Motion; and after due deliberation and sufficient cause appearing; and the Court having noted the agreement of the parties as indicated by their signatures below, it is hereby

FOUND AND DETERMINED THAT:

A.The Court has jurisdiction over the matters raised in the Motion pursuant to 28 U.S.C. §§ 157 and 1334;

B.This is a core proceeding pursuant to 28 U.S.C. § 157(b)(2);

C.Proper and adequate notice of the Motion and the hearing thereon has been given, and no other or further notice is necessary;

D.A reasonable opportunity to object or be heard with respect to the Motion and the relief requested therein has been afforded to all interested persons and entities;  it is therefore

ORDERED, ADJUDGED, AND DECREED THAT:

1.The Motion is resolved as provided herein;

Utility Costs.

2.Notwithstanding anything in SGLP’s1 contracts or other arrangements with the Debtors to the contrary, SGLP shall no longer be responsible for paying fuel, power, and other utility costs which the Debtors would otherwise be obligated to reimburse SGLP thereunder (hereinafter “Utility Costs”); instead, such Utility Costs shall be paid directly by the Debtors.

3.Within five business days after the date of this Order, Debtors shall reimburse SGLP $3,132,541, which represents documented prepetition and postpetition Utility Costs paid by SGLP for which reimbursement is due from Debtors as of the date hereof.  Any additional Utility Costs shall be paid three business days following the date sufficient documentation supporting such additional Utility Costs, if any, is exchanged between SGLP and the Debtors (with copies to the Agent for the Prepetition and Postpetition Secured Lenders and to the Creditors Committee).

Terminalling and Storage Agreement:

4.Notwithstanding anything to the contrary set forth therein, commencing on September 15, 2008 and continuing thereafter on the 15th day of each month, Debtors and SGLP shall net amounts due under the Terminalling and Storage Agreement for services provided during the previous month against related amounts due under the Omnibus Agreement for the same time period;  the net payment shall also be due on the 15th day of each month for the prior month, with a three business-day grace period.  The amounts so netted shall be based on the contract minimums provided in the Terminalling and Storage Agreement.

5.In the event that the Debtors’ actual usage under the Terminalling and Storage Agreement exceeds the monthly minimum amount for any given month, SGLP shall provide Debtors with an updated invoice, and the additional “true up” amount owing by the Debtors to SGLP shall be paid within ten days of the Debtors’ receipt of such updated invoice, with a three business-day grace period.

6.Within three business days of entry of this Order, Debtors shall provide SGLP with a clean, unconditional and irrevocable standby letter of credit to secure all postpetition obligations arising under the Terminalling and Storage Agreement.  The amount of the letter of credit shall be $4,906,250 (which amount represents one month at contract minimums).  The letter of credit shall contain normal and customary terms, expire on the original maturity date of the DIP loan (unless such date is extended, in which case the Debtors shall cause the letter of credit to be extended to such later date), provide SGLP the right to draw upon (a) the Debtor’s failure to pay when due after giving effect to the applicable grace period the amounts required by paragraphs 4 or 5 above or (b) 30 days in advance of the expiration or non-renewal of such letter of credit (and hold the proceeds as a cash security deposit) provided the Terminalling and Storage Agreement has not been assumed and assigned to a third party, and in all other respects be reasonably satisfactory to SGLP.

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Throughput Agreement:

7.Notwithstanding anything to the contrary set forth therein, on September 15, 2008, Debtors and SGLP shall net amounts due under the Throughput Agreement for services provided during the month of August 2008 against related amounts due under the Omnibus Agreement for the same time period;  the net payment shall also be due on September 15, 2008 for the prior month, with a three business-day grace period.  Amounts netted for services rendered in August 2008 will be based on the monthly contract minimums provided in the Throughput Agreement.

8.Notwithstanding anything to the contrary set forth therein, on the later of October 15, 2008 (for the month of September) and November 15, 2008 (for the month of October) or three business days after amounts due are determined and documentation therefor has been provided and exchanged (the “Throughput Netting Date”), Debtors and SGLP shall net amounts due under the Throughput Agreement for services provided during each such respective month against related amounts due under the Omnibus Agreement for the same time period;  the net payment shall be due on the Throughput Netting Date, with a three business-day grace period for each such payment.  The parties shall cooperate and work in good faith as expeditiously as is commercially reasonable to agree on net amounts due.  Notwithstanding anything to the contrary set forth therein, amounts netted for services rendered under the Throughput Agreement in September and October, respectively, will be based on actual volumes for each such respective month at a rate equal to the average rate charged by SGLP to third party shippers in connection with contracts or sales within the same geographical area for the month of September and October, respectively.  Upon notice to the Agent for the Prepetition and Postpetition Secured Lenders and to the Creditors Committee, the arrangement described in this paragraph may be continued following October 2008 by agreement of the parties without further order of the Court.

Omnibus Agreement:

9.The Parties will reevaluate the Throughput Agreement and the payment terms under this Order with respect to services provided after October 2008.

10.SGLP and the Debtors will each designate a business representative, and the representatives will meet as soon as reasonably practicable to discuss the transition to SGLP of certain of Debtors’ employees necessary to maintain SGLP's business and adjustments to Omnibus Agreement as a result.  Pending agreement between SGLP and the Debtors regarding adjustments to the Omnibus Agreement, the Debtors shall continue providing services in accordance with the Omnibus Agreement through at least November 30, 2008 and the Debtors and SGLP shall net amounts due as provided in paragraph 4 for the Terminalling and Storage Agreement and on the Throughput Netting Date for the Throughput Agreement as provided in paragraph 7.

Vitol Agreement:

11.Subject to its rights under chapter 5 of the Bankruptcy Code, which rights and related causes of action are expressly preserved, the Debtors shall consent to entry of an order in adversary Vitol, Inc. v. SemCrude, L.P., SemGroup Crude Storage, L.L.C. and SemGroup Energy Partners, L.L.C., Adversary Proceeding No. 08-51143, pending before this Court, which order shall provide (i) that SemGroup Crude Storage, L.L.C. (“Storage”) is the rightful owner of the rights in and to that Crude Oil Storage Services Agreement effective as of June 1, 2008 (the “Vitol Agreement”), and (ii) that Storage is the sole party to which Vitol, Inc. should make all present and future payments or take any other instructions with regard to the Vitol Agreement.

Cunningham Station Lease:

12.Within five business days of entry of this Order, SGLP shall enter into a lease with the Debtors, which shall contain normal and customary terms, to permit the Debtors to construct a pipeline over a portion of the area commonly known as the Cunningham Station.

Reservation of Rights:

13.The payment terms described in paragraph 8 above shall not be deemed a modification of the Throughput Agreement for purposes of calculating rejection damages in the event the Debtors reject the Throughput Agreement.

14.This Order shall not be construed to consitute or authorize the assumption of any of the SGLP Agreements under section 365 of the Bankruptcy Code.

15.Each party expressly reserves all rights, claims and interests under applicable law and their contracts (including the Omnibus Agreement, the Terminaling and Storage Agreement and the Throughput Agreement), and the adequate protection of same.  By this Order, the Court is not ruling on the validity or extent of any such rights, claims or interests so reserved in this paragraph or whether such rights, claims or interests are or are not entitled to adequate protection.

16.This Order shall be binding on SGLP’s and the Debtors’ respective successors, assigns, representatives, administrators, trustees and/or receivers, as the case may be.

Dated:  September 8, 2008

_/s/ Brendan L. Shannon___________________

BRENDAN L. SHANNON

UNITED STATES BANKRUPTCY JUDGE

1 Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Motion.

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Agreed as to Form and Substance on this 4th day  of September 2008:

PACHULSKI STANG ZIEHL & JONES LLP     /s/ Laura Davis Jones                                                                            Laura Davis Jones (Bar No. 2436)  Timothy P. Cairns (Bar No. 4228) 919 North Market Street, 17th Floor P.O. Box 8705 Wilmington, DE 19899-8705 (Courier 19801) Phone:  (302) 652-4100 Facsimile:  (302) 652-4400   and   BAKER BOTTS L.L.P. Jack L. Kinzie James R. Prince C. Luckey McDowell 2001 Ross Avenue Dallas, Texas 75201-2980 Telephone:                      214.953.6500 Facsimile:                   214.661.6503   Counsel to SemGroup Energy Partners, L.L.C.   RICHARDS, LAYTON & FINGER, P.A.   /s/ Mark D. Collins                                                                 Mark D. Collins (No. 2981) John H. Knight (No. 3848) L. Katherine Good (No. 5101) Maris J. Finnegan (DE admission pending) One Rodney Square 920 North King Street Wilmington, Delaware 19801 Telephone: (302) 651-7700 Facsimile: (302) 651-7701   -and-   Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, New York 10153 Telephone: (212) 310-8000 Harvey R. Miller Michael P. Kessler   -and-   Weil, Gotshal & Manges LLP 200 Crescent Court, Suite 300 Dallas, Texas 75201 Telephone: (214) 746-7700 Martin A. Sosland Sylvia A. Mayer   Attorneys for the Debtors and Debtors-in-Possession  

EX-99.2

Exhibit 99.2

SGLP and SemGroup, L.P. Reach Settlement

Tulsa, Okla. – September 9, 2008 /BUSINESS WIRE/ –

SemGroup Energy Partners, L.P. (NASDAQ: SGLP) announced today that the U.S. Bankruptcy Court in Delaware approved an order relating to certain matters between SGLP and SemGroup, L.P.  (the Private Company).  SGLP is not a party to the bankruptcy filings, but it is party to various agreements with the Private Company and its subsidiaries, including some that are debtors in the bankruptcy filings.

The settlement stipulates that, among other items:

·   the Private Company will pay past and future utility costs attributable to the operations of the Private Company at certain shared facilities for which they would otherwise have a reimbursement obligation;

·   payments under the Asphalt Terminalling and Storage Agreement will be netted against related amounts due under the Amended Omnibus Agreement;

·   the Private Company will provide a $4.9 million letter of credit to secure future obligations under the Asphalt Terminalling and Storage Agreement;

·   the Private Company will make payments under the Crude Oil Throughput Agreement for the month of August based upon the monthly contract minimums in the Crude Oil Throughput Agreement, which payments will be netted against related amounts due under the Amended Omnibus Agreement;

·   the Private Company will make payments under the Crude Oil Throughput Agreement for the months of September and October based upon actual volumes and at a rate equal to the average rate charged by SGLP to third party shippers in the same geographical area, which payments will be netted against related amounts due under the Amended Omnibus Agreement;

·   the Private Company will continue to provide services in accordance with the Amended Omnibus Agreement through at least November 30, 2008;

·   SGLP and the Private Company resolved among themselves that SGLP is the proper party to receive payments under a third-party storage agreement; and

·   SGLP will enter into a specified lease with the Private Company to permit the Private Company to construct a pipeline.

“We believe this is a reasonable settlement between the two parties,” stated Kevin Foxx, President and CEO of SGLP.   “This decision provides SGLP with certain assurances that it will be paid for post-bankruptcy services provided to the Private Company.  It also provides additional clarity around its relationship with the Private Company on a prospective basis and allows SGLP to focus on its own independent business plan.”

About SGLP 

SGLP owns and operates a diversified portfolio of complementary midstream energy assets. SGLP provides crude oil and liquid asphalt cement terminalling and storage services and crude oil gathering and transportation services. SGLP is based in Tulsa, Oklahoma. As a publicly traded master limited partnership, SGLP’s common units are traded on the NASDAQ Global Market under the symbol SGLP. The general partner of SGLP is a subsidiary of the Private Company.   For more information, visit SGLP’s web site www.SGLP.com.

For e-mail alerts click here:

http://www.b2i.us/irpass.asp?BzID=1505&to=ea&s=0 

Forward-Looking Statements   

Certain statements in this release are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are intended to qualify for the safe harbors from liability provided therein. All statements, other than statements of historical facts, included in this release that address activities, events or developments that SGLP expects, believes or anticipates will or may occur in the future, including statements about the Private Company’s bankruptcy and any corresponding impact upon SGLP and its unitholders and including payments to be made under the settlement agreement, are forward-looking statements. These forward-looking statements rely on a number of assumptions concerning future events and are subject to a number of uncertainties, factors and risks, many of which are outside SGLP’s control, which could cause results to differ materially from those expected by management of SGLP. Such risks and uncertainties include, but are not limited to, SGLP’s dependence upon the Private Company for a substantial majority of its revenues; SGLP’s exposure to the credit risk of Private Company and third-party customers; a decrease in the demand for crude oil or finished asphalt products in the areas served by SGLP’s storage facilities and pipelines; a decrease in the production of crude oil or liquid asphalt cement from areas served by SGLP’s assets; the availability of, and SGLP’s ability to consummate, acquisition opportunities; SGLP’s debt levels and restrictions in its credit facility; general economic, market or business conditions; and other factors and uncertainties inherent in the crude oil gathering, transportation, terminalling and storage business and the liquid asphalt cement terminalling and storage business. These and other applicable uncertainties, factors and risks are described more fully in SGLP’s reports filed with the Securities and Exchange Commission. SGLP undertakes no obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

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SGLP Investor Relations Contact:

Brian Cropper                                                                                     

Toll Free Phone: 866.490.SGLP (7457)                                                                                                

Phone: 918.524.SGLP (7457)                                                                                     

Email: investor@semgroupenergypartners.com