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): July 2, 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 2.02.                                Results of Operations and Financial Condition.

On July 2, 2009, SemGroup Energy Partners, L.P. (the “Partnership”) issued a press release announcing its financial results for the quarter and fiscal year ended December 31, 2008. A copy of the press release is furnished as Exhibit 99.1 to this Current Report and is incorporated herein in its entirety by reference. In accordance with General Instruction B.2 of Form 8-K, the information set forth herein and in the press release is deemed to be “furnished” and shall not be deemed to be “filed” for purposes of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Item 9.01. Financial Statements and Exhibits.

(d)           Exhibits

In accordance with General Instruction B.2 of Form 8-K, the information set forth in the attached Exhibit 99.1 is deemed to be “furnished” and shall not be deemed to be “filed” for purposes of the Exchange Act.

EXHIBIT NUMBER		DESCRIPTION
99.1	—	Press release dated July 2, 2009.

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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:  July 2, 2009                                                                           By:  /s/ Alex G. Stallings

Alex G. Stallings

Chief Financial Officer and Secretary

INDEX TO EXHIBITS

EXHIBIT NUMBER		DESCRIPTION
99.1	—	Press release dated July 2, 2009.

EX-99.1

Exhibit 99.1

SemGroup Energy Partners, L.P. Announces Fourth-Quarter and Full Year 2008 Results

Tulsa, Okla. – July 2, 2009 /BUSINESS WIRE/ –

SemGroup Energy Partners, L.P. (“SGLP”) (Pink Sheets: SGLP.PK) today announced a net loss of $1.7 million on total revenues of $42.9 million for the quarter ended December 31, 2008, as compared to net income of $7.3 million on total revenues of $30.2 million for the quarter ended December 31, 2007.

For the year ended December 31, 2008, total revenues were $192.2 million compared with $74.6 million in 2007, an increase of 158 percent. SGLP recorded net income of $17.8 million in 2008 compared with a net loss of $12.9 million by SGLP and its predecessor in 2007. The predecessor did not record any revenue associated with the gathering and transportation and terminalling and storage services provided on an intercompany basis, but did recognize the costs of providing such services.

SGLP’s 2008 results were impacted by the bankruptcy filings of SemGroup, L.P. (the “Private Company”) and certain of its subsidiaries.  SGLP is not a party to these bankruptcy filings.

Since December 31, 2008, SGLP:

·   settled certain matters between  the Private Company and SGLP (the “Settlement”), pursuant to which the parties entered into new agreements governing their relationship and transferred ownership of certain assets;

·   entered into a Consent, Waiver and Amendment to its Credit Agreement (the “Credit Agreement Amendment”) with its lenders, under which the lenders consented to the Settlement and waived all existing defaults and events of default described in SGLP’s forbearance agreement and amendments thereto;

·   entered into storage contracts or leases with third party customers relating to 45 of its 46 asphalt facilities; and

·   has continued to pursue opportunities to provide crude oil terminalling and storage services, crude oil gathering and transportation services and asphalt services to third parties.

For further discussion of the Settlement, the Credit Agreement Amendment and the Private Company’s bankruptcy filings, including the impact of such bankruptcy filings and related events upon SGLP, please see SGLP’s annual report on Form 10-K for the year ended December 31, 2008 (the “2008 10-K”), which was filed today with the Securities and Exchange Commission. Additionally, the independent auditor’s opinion included in SGLP’s financial statements for the year ended December 31, 2008 included in the 2008 10-K contains a “going concern” qualification. The qualification states that SGLP “has substantial long-term debt, a deficit in partners’ capital, significant litigation uncertainties, and other issues, which raise substantial doubt about its ability to continue as a going concern.”

Kevin Foxx, SemGroup Energy Partners president and chief executive officer, said, “Our operating results were obviously negatively affected by the Private Company’s filing for bankruptcy. In this challenging environment, we have focused our efforts on third party agreements for our crude oil terminalling and storage, crude oil gathering and transportation and asphalt services businesses independent of the Private Company. We now look forward to the opportunity to get back to our goal of growing our business and being a leading provider of services in the crude oil and asphalt industry.”

Forward-Looking Statements

This release includes forward-looking statements. Statements included in this release that are not historical facts (including, without limitation, any statements concerning plans and objectives of management for future operations or economic performance or assumptions related thereto) are forward-looking statements. Such forward-looking statements are subject to various risks and uncertainties. These risks and uncertainties include, among other things, ability to continue as a going concern, uncertainties relating to the Private Company’s bankruptcy filings, uncertainties relating to the Settlement and the Credit Agreement Amendment, uncertainties relating to SGLP’s future cash flows, uncertainties relating to pursuing strategic alternatives for SGLP’s business, insufficient cash from operations, uncertainties related to pending legal proceedings, market conditions, governmental regulations, uncertainties related to future taxation and factors discussed in SGLP’s filings with the Securities and Exchange Commission. If any of these risks or uncertainties materializes, or should underlying assumptions prove incorrect, actual results or outcomes may vary materially from those expected. SGLP undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

About SemGroup Energy Partners, L.P.

SGLP owns and operates a diversified portfolio of complementary midstream energy assets consisting of approximately 8.2 million barrels of crude oil storage located in Oklahoma and Texas, approximately 6.8 million barrels of which are located at the Cushing, Oklahoma interchange, approximately 1,150 miles of crude oil pipeline located primarily in Oklahoma and Texas, over 200 crude oil transportation and oilfield services vehicles deployed in Kansas, Colorado, New Mexico, Oklahoma and Texas and approximately 7.4 million barrels of combined asphalt and residual fuel storage located at 46 terminals in 23 states. 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. For more information, visit SGLP’s web site at www.SGLP.com.

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Results of Operations

The following table summarizes the financial results for the three and twelve months ended December 31, 2007 and 2008:

SemGroup Energy Partners, L.P. – Consolidated Statements of Operations

(in thousands, except per unit data)

	Three Months Ended December 31,					Year Ended December 31,
	2007		2008			2007			2008
Service revenue:
Third party revenue	$	4,456	$	22,073		$	28,303		$	48,295
Related party revenue		25,731		20,823			46,262			143,885
Total revenue		30,187		42,896			74,565			192,180
Expenses:
Operating		17,072		23,552			67,182			103,510
Allowance for doubtful accounts		-		121			-			568
General and administrative		2,580		9,841			13,595			43,085
Total expenses		19,652		33,514			80,777			147,163
Operating income (loss)		10,535		9,382			(6,212	)		45,017
Other expenses:
Interest expense		3,191		11,046			6,560			26,951
Income (loss) before income taxes		7,344		(1,664	)		(12,772	)		18,066
Provisions for income taxes		79		64			141			291
Net income (loss)	$	7,265	$	(1,728	)	$	(12,913	)	$	17,775
Allocation of net income (loss) to limited and subordinated partners:
Net loss attributed to SemGroup Energy Partners Predecessor	$	-	$	-		$	(26,118	)	$	-
General partner interest in net income (loss)	$	145	$	(34	)	$	264		$	3,334
Net income (loss) allocable to limited and subordinated partners	$	7,120	$	(1,694	)	$	12,941		$	14,441
Basic and diluted net income (loss) per common unit	$	0.31	$	(0.05	)	$	0.55		$	0.46
Basic and diluted net income (loss) per subordinated unit	$	0.21	$	(0.05	)	$	0.40		$	0.46
Weighted average common units outstanding - basic and diluted		14,375		21,557			14,375			20,401
Weighted average subordinated partners’ units outstanding - basic and diluted		12,571		12,571			12,571			12,571

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SGLP Investor Relations Contact:

Brian Cropper

Phone: 918.237.4032

Email: investor@sglpenergy.com