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): October 8, 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) 237-4000

(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 7.01. Regulation FD Disclosure.

On October 8, 2009, SemGroup Energy Partners, L.P. (the “Partnership”) issued a press release announcing that it has been informed that Manchester Securities Corp. (“Manchester”) has entered into an agreement with Vitol, Inc. (“Vitol”) pursuant to which Vitol will acquire 100% of the membership interests in SemGroup Energy Partners G.P., L.L.C., the Partnership’s general partner, and the Partnership’s subordinated units.  The agreement is subject to a number of customary closing conditions and approvals, including consent from the Partnership’s lenders under its credit facility.  A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

In accordance with General Instruction B.2 of Form 8-K, the information set forth in this Item 7.01 and in the attached exhibit shall be deemed to be “furnished” and shall not be deemed to be “filed” for purposes of the Securities and 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 October 8, 2009.

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:  October 8, 2009                                                      By:  /s/ Alex G. Stallings                                                                

Alex G. Stallings

Chief Financial Officer and Secretary

INDEX TO EXHIBITS

EXHIBIT NUMBER		DESCRIPTION
99.1	—	Press release October 8, 2009.

EX-99.01

Vitol, Inc. Enters into Agreement to Purchase the General Partner of SemGroup Energy Partners, L.P.

Tulsa, Okla. – October 8, 2009: SemGroup Energy Partners, L.P. (“SGLP”) (Pink Sheets: SGLP.PK) has been informed that Vitol Inc., part of the Vitol Group of companies (“Vitol”), today entered into an agreement with Manchester Securities Corp., an affiliate of Elliott Management Corporation (“Manchester”), to purchase 100% of the membership interests of SemGroup Energy Partners G.P., L.L.C., SGLP’s general partner, and SGLP’s subordinated units.  Because this is a private transaction, financial terms were not disclosed.  The agreement is subject to a number of customary closing conditions and approvals, including consent from SGLP’s lenders under its credit facility.

Vitol Inc. is the principal U.S. subsidiary of the Vitol Group.  Vitol is engaged in the global physical supply and distribution of crude oil, petroleum products, coal, natural gas, and other commodities.  Vitol was founded in 1966, and is headquartered in the Netherlands. Vitol moves over 5 million barrels of crude oil and petroleum products every day throughout the world, charters more than 3,000 ships annually and had annual revenues of $191 billion in 2008.

Kevin Foxx, President and Chief Executive Officer of SGLP’s general partner, stated, “We want to express our thanks and appreciation to Manchester, which has provided us a tremendous amount of support and leadership throughout the past 15 months.  We are also pleased that Manchester has reached agreement with Vitol, one of the largest independent energy companies in the world.  We believe our assets can be a great fit into Vitol’s U.S. business model and we look forward to working with them and growing our business.”

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 6.7 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 terminalling and storage services, crude oil gathering and transportation services and asphalt services.  SGLP is based in Tulsa, Oklahoma. For more information, visit SGLP’s web site at www.SGLPEnergy.com.

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SGLP Investor Relations Contact:

Brian Cropper

918.237.4032

investor@sglpenergy.com