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 18, 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 on July
21, 2008 and July 24, 2008, events of default currently exist under SemGroup
Energy Partners, L.P.’s (the “Partnership’s”) Amended and Restated Credit
Agreement, dated February 20, 2008 (the “Credit Agreement”), among the
Partnership, Wachovia Bank, National Association, as Administrative Agent, L/C
Issuer and Swing Line Lender, Bank of America, N.A., as Syndication Agent and
the other lenders from time to time party thereto (the “Lenders”). As
a result of the events of default, the Lenders under the Credit Agreement may,
among other remedies, declare all outstanding amounts under the Credit Agreement
immediately due and payable and exercise all rights and remedies available to
the Lenders under the Credit Agreement and related loan documents.
Effective on September 18, 2008, the
Partnership and the requisite Lenders entered into a Forbearance Agreement and
Amendment to Credit Agreement (the “Forbearance Agreement”) under which the
Lenders agreed, subject to specified limitations and conditions, to forbear from
exercising their rights and remedies arising from the Partnership’s events of
default described above and other defaults or events of default described
therein for the period commencing on September 18, 2008 and ending on the
earlier of (i) December 11, 2008, (ii) the occurrence of any default or event of
default under the Credit Agreement other than certain defaults and events of
default indicated in the Forbearance Agreement, and (iii) the failure of the
Partnership to comply with any of the terms of the Forbearance Agreement (the
“Forbearance Period”). Prior to the execution of the Forbearance
Agreement, the Credit Agreement was comprised of a $350 revolving credit
facility and a $250 million term loan facility. As of September 18,
2008, the Partnership had $448.1 million in outstanding borrowings under its
credit facility (including $198.1 million under its revolving credit facility
and $250 million under its term loan facility). The Forbearance
Agreement permanently reduced the Partnership’s revolving credit facility under
the Credit Agreement from $350 million to $300 million and prohibits the
Partnership from borrowing additional funds under its revolving credit facility
during the Forbearance Period. In addition, under the Forbearance
Agreement, the Partnership agreed to pay the Lenders executing the Forbearance
Agreement a fee equal to 0.25% of the aggregate commitments under the Credit
Agreement after the above described commitment reduction. During the
Forbearance Period, indebtedness under the Credit Agreement will bear interest
at the Partnership’s option, at either (i) the administrative agent’s prime
rate or the federal funds rate plus 0.50%, plus an applicable margin that ranges
from 2.75% to 3.75%, depending upon the Partnership’s total leverage ratio, or
(ii) LIBOR plus an applicable margin that ranges from 4.25% to 5.25%,
depending upon the Partnership’s total leverage ratio.
Under the Forbearance Agreement, the
Lender’s forbearance is subject to certain conditions as described therein,
including, among other items, periodic deliverables and minimum liquidity and
maximum cash flow disbursement requirements.
The foregoing description of the
Forbearance Agreement is qualified in its entirety by reference to the
Forbearance Agreement, a copy of which is attached hereto as Exhibit
10.1.
Item
2.03. Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant.
The information set forth above in Item
1.01 regarding the Forbearance Agreement is hereby incorporated into this Item
2.03 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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10.1
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—
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Forbearance
Agreement and Amendment to Credit Agreement, dated September 12, 2008 but
effective as of September 18, 2008, by and among SemGroup Energy Partners,
L.P., Wachovia Bank, National Association, as Administrative Agent, L/C
Issuer and Swing Line Lender, and the Lenders party
thereto.
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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
19,
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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10.1
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—
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Forbearance
Agreement and Amendment to Credit Agreement, dated September 12, 2008 but
effective as of September 18, 2008, by and among SemGroup Energy Partners,
L.P., Wachovia Bank, National Association, as Administrative Agent, L/C
Issuer and Swing Line Lender, and the Lenders party
thereto.
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