-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Gji5d1dPYXke5lDyT2wOFl6hDEFLHL+G9Bwrzq67AzEmnOzH+tQeYPXFF3jcTO/W AIJXaHu9Fy74rN7PeKYP5Q== 0001392091-09-000002.txt : 20090211 0001392091-09-000002.hdr.sgml : 20090211 20090211092257 ACCESSION NUMBER: 0001392091-09-000002 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20090206 ITEM INFORMATION: Other Events FILED AS OF DATE: 20090211 DATE AS OF CHANGE: 20090211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SemGroup Energy Partners, L.P. CENTRAL INDEX KEY: 0001392091 STANDARD INDUSTRIAL CLASSIFICATION: PIPE LINES (NO NATURAL GAS) [4610] IRS NUMBER: 208536826 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33503 FILM NUMBER: 09587680 BUSINESS ADDRESS: STREET 1: TWO WARREN PLACE STREET 2: 6120 SOUTH YALE AVENUE, SUITE 700 CITY: TULSA STATE: OK ZIP: 74136 BUSINESS PHONE: (918) 524-8100 MAIL ADDRESS: STREET 1: TWO WARREN PLACE STREET 2: 6120 SOUTH YALE AVENUE, SUITE 700 CITY: TULSA STATE: OK ZIP: 74136 8-K 1 form8k.htm FORM 8K form8k.htm
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): February 6, 2009


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 8.01
Other Events.
 
As previously disclosed, SemGroup, L.P. (the “Private Company”) 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 the Private Company and its subsidiaries, including subsidiaries that are debtors in the Bankruptcy Filings.  Under a Terminalling and Storage Agreement (the “Terminalling Agreement”), the Partnership provides certain liquid asphalt cement terminalling and storage services to a subsidiary of Private Company that is a debtor in the Bankruptcy Filings.  

On February 6, 2009, the Private Company filed a motion in the Bankruptcy Court requesting approval of the sale of the Private Company’s asphalt related assets.  The Private Company intends to solicit bids and hold an auction on February 23, 2008 for the sale of such assets.  If the auction is successful, a hearing to approve the sale will be conducted on February 26, 2008.  If the auction is not successful, the Private Company intends to immediately reject the Terminalling Agreement and begin liquidating its remaining asphalt inventory and wind down its asphalt business.  If the contract is rejected, there is significant uncertainty as to the Partnership’s revenues related to its asphalt assets and there is substantial risk that the Partnership’s asphalt assets may be idle during 2009 and subsequent years.  Without revenues from its asphalt assets, the Partnership may be unable to meet the covenants, including the minimum liquidity and minimum receipt requirements, under its forbearance agreement with its senior secured lenders pursuant to which such lenders have agreed to forbear from exercising their rights and remedies arising from the Partnership’s events of default under its credit agreement.  Even if the auction is successful, the Partnership may have to negotiate a new terminalling and storage contract with the buyer of the Private Company’s asphalt assets and such agreement may not be on as favorable terms as the Terminalling Agreement.



 

 
 
 
 

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:  February 11, 2009                                                     By:  /s/ Alex G. Stallings
                     Alex G. Stallings
                     Chief Accounting Officer

 
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