SemGroup Energy Partners, L.P. ("SGLP") (Pink Sheets: SGLP) today filed
its Quarterly Report on Form 10-Q for the quarter ended June 30, 2008
and provided an update on certain recent developments outlined below.
Settlement with the Private Company
As previously disclosed, SemGroup, L.P. (the "Private Company") and
certain of its subsidiaries filed voluntary petitions for reorganization
under Chapter 11 of the Bankruptcy Code in the United States Bankruptcy
Court for the District of Delaware (the "Bankruptcy Court") on July 22,
2008. On March 12, 2009, the Bankruptcy Court held a hearing and
approved the transactions contemplated by a term sheet relating to the
settlement of certain matters between the Private Company and SGLP (the
"Settlement Agreement"). The Bankruptcy Court entered an order approving
the Settlement Agreement on March 20, 2009.
The Settlement Agreement provides for the following, among other things:
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SGLP will transfer certain crude oil storage assets located in Kansas
to the Private Company. These crude oil storage assets are part of the
Private Company's proprietary Kansas crude oil transportation pipeline;
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the Private Company will transfer ownership of 355,000 barrels of
crude oil tank bottoms and line fill to SGLP. These barrels of crude
oil are necessary for SGLP to operate its crude oil tank storage and
the Oklahoma and Texas crude oil pipeline systems;
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the Private Company will reject the existing Throughput Agreement with
SGLP pursuant to which SGLP provides crude oil gathering,
transportation, terminalling and storage services for the Private
Company at certain minimum levels;
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SGLP and the Private Company will enter into a new throughput
agreement pursuant to which SGLP will provide certain crude oil
gathering, transportation, terminalling and storage services to the
Private Company based on actual volumes transported at market rates;
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SGLP and the Private Company will enter into a shared services
agreement pursuant to which the Private Company will provide certain
crude oil operational services to SGLP;
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SGLP and its affiliates will have a $20 million allowed unsecured
claim against the Private Company relating to rejection of the
Throughput Agreement;
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SGLP will offer employment to certain crude oil operational employees
primarily located in Oklahoma, Kansas, and Texas;
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the Private Company will transfer its asphalt assets that are
connected to SGLP's existing 46 asphalt terminals to SGLP or one of
its affiliates;
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the Private Company will reject the existing Terminalling and Storage
Agreement with SGLP pursuant to which SGLP provides asphalt
terminalling and storage services for the Private Company at certain
minimum levels;
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SGLP and the Private Company will enter into a new terminalling
agreement pursuant to which SGLP will provide asphalt terminalling and
storage services for the Private Company's remaining asphalt inventory
which will be removed from SGLP's asphalt storage facilities no later
than October 31, 2009;
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a subsidiary of SGLP will have a $35 million allowed unsecured claim
against the Private Company relating to rejection of the Terminalling
Agreement;
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the Private Company will be entitled to receive 20% of the proceeds of
any sale by SGLP of any of the asphalt assets transferred to SGLP in
connection with the Settlement Agreement that occurs within nine
months of the transfer of such assets to SGLP;
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the Private Company will reject the Amended and Restated Omnibus
Agreement pursuant to which the Private Company provided certain
general and administrative and operational services for SGLP. SGLP is
in the process of replacing these general and administrative services
and hiring employees to perform certain of these operational services;
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other than as provided above, SGLP and the Private Company entered
into mutual releases of claims relating to the rejection of the
Terminalling and Storage Agreement, Throughput Agreement and Amended
and Restated Omnibus Agreement;
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certain pre-petition claims by the Private Company and SGLP will be
netted and waived;
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the Private Company and SGLP will resolve certain remaining issues
related to the contribution of certain crude oil assets to SGLP in
connection with SGLP's initial public offering, SGLP's acquisition of
certain asphalt assets from the Private Company, SGLP's acquisition of
the Eagle North pipeline from the Private Company and SGLP's
acquisition of certain Cushing crude oil storage assets from the
Private Company, including the release of claims relating to such
acquisitions; and
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SGLP and the Private Company will enter into a license agreement
providing SGLP with a non-exclusive, worldwide license to use certain
trade names, including the name "SemGroup", and the corresponding mark
until December 31, 2009, and the Private Company will waive claims for
infringement relating to such trade names and mark prior to the date
of such license agreement.
The Private Company and SGLP have agreed to and are in the process of
negotiating and executing definitive documentation with respect to the
items contained in the Settlement Agreement, which will supersede the
Settlement Agreement when so executed.
The Settlement Agreement is subject to SGLP obtaining a consent from its
lenders to the transactions and a waiver of the existing defaults or
events of default under SGLP's credit agreement. There can be no
assurance that SGLP's lenders will provide the required consent to the
transactions or waiver of existing defaults or events of default under
SGLP's credit agreement or that the transactions contemplated by the
Settlement Agreement will be consummated.
"We believe the proposed settlement with the Private Company is in the
mutual best interests of the Private Company and SGLP. The agreement
will reunite the Private Company's asphalt assets with our assets and
will allow us to provide asphalt and terminalling services at some or
all of our 46 owned asphalt terminalling and storage facilities. We do
not currently intend to operate an asphalt marketing business, but
instead will operate an asphalt terminalling and storage business as we
evaluate longer term opportunities for the business. Regarding our crude
oil assets, the settlement will result in us receiving crude oil line
fill and tank bottoms that are necessary to operate our Oklahoma, West
Texas and Longview, Texas storage and pipeline systems. We will continue
to pursue additional third party crude oil transportation and storage
customers which currently account for approximately 88% of our crude oil
revenues. The settlement agreement also resolves numerous other issues
between the parties," stated Kevin Foxx, Chief Executive Officer and
President of SGLP's general partner.
Realignment of Executive Management Team
On March 18, 2009, the Board of Directors of SGLP's general partner
realigned the officers of SGLP's general partner, appointing Michael J.
Brochetti as Executive Vice President—Corporate Development and
Treasurer, Alex G. Stallings as Chief Financial Officer and Secretary,
and James R. Griffin as Chief Accounting Officer. Mr. Brochetti had
previously served as Chief Financial Officer and Mr. Stallings had
previously served as Chief Accounting Officer and Secretary. Mr. Griffin
had previously served as controller of our general partner.
Duke Ligon, Chairman of the Board of Directors of SGLP's general partner
said, "We believe this realignment provides additional depth and
expertise to our executive management team and better describes the
day-to-day responsibilities of each of the officers. We welcome James to
the executive management team and look forward to his input and
continued contribution to SGLP."
Extension of Forbearance
As previously disclosed, events of default have occurred and are
continuing under SGLP's credit agreement, which prohibit SGLP from
borrowing under its credit facility to fund working capital needs or to
pay distributions to its unitholders, among other things. Effective
September 18, 2008, SGLP 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 SGLP's defaults or events of default
described therein for the period commencing on September 18, 2008 until
December 11, 2008. The Forbearance Period was extended until December
18, 2008 pursuant to a First Amendment to Forbearance Agreement and
Amendment to Credit Agreement, and the Forbearance Period was further
extended until March 18, 2009 pursuant to a Second Amendment to
Forbearance Agreement and Amendment to Credit Agreement.
On March 18, 2009, SGLP and the requisite Lenders entered into the Third
Amendment to Forbearance Agreement and Amendment to Credit Agreement
(the "Third Amendment"), dated as of March 17, 2009. The Third Amendment
extends the Forbearance Period until the earliest of (i) April 8, 2009,
(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, as amended, or (iii) the failure of SGLP to
comply with any of the terms of the forbearance agreement, as amended.
"The forbearance extension will allow us additional time to negotiate
definitive documents and the waiver of existing defaults or events of
default under our credit agreement required in connection with the
settlement agreement with the Private Company. Further, our current cash
balance is in excess of $30 million, and we believe this amount of cash
is sufficient to run our day to day operations in the near term," stated
Mike Brochetti, Executive Vice President—Corporate Development and
Treasurer of SGLP's general partner.
Filing of Form 10-Q
SGLP today filed its Quarterly Report on Form 10-Q for the quarter ended
June 30, 2008. As previously disclosed, SGLP's common units were
delisted from the Nasdaq Global Market ("Nasdaq") effective at the
opening of business on February 20, 2009 due to SGLP's failure to timely
file its Quarterly Reports on Form 10-Q for the quarters ended June 30,
2008 and September 30, 2008. SGLP's common units are currently traded on
the Pink Sheets, which is an over-the-counter securities market, under
the symbol SGLP.PK. SGLP continues to work to become compliant with its
SEC reporting obligations and intends to promptly seek the relisting of
its common units on Nasdaq as soon as practicable after it has become
compliant with such reporting obligations. However, there can be no
assurances that SGLP will be able to relist its common units on Nasdaq
or any other national securities exchange and SGLP may face a lengthy
process to relist its common units if it is able to relist them at all.
"Today's filing of our second quarter 2008 Form 10-Q is a significant
accomplishment and the result of much time and effort put forth by
numerous individuals given the events and circumstances of the past
eight months since the Private Company's bankruptcy filing. We intend to
continue to work diligently to become fully compliant with our SEC
reporting obligations," stated Alex Stallings, Chief Financial Officer
of SGLP's general partner.
About SemGroup Energy Partners, L.P.
SemGroup Energy Partners owns and operates a diversified portfolio of
complementary midstream energy assets. SemGroup Energy Partners provides
crude oil and liquid asphalt cement terminalling and storage services
and crude oil gathering and transportation services. SemGroup Energy
Partners is based in Tulsa, Oklahoma. SGLP's common units are currently
traded on the Pink Sheets, which is an over-the-counter securities
market, under the symbol SGLP.PK. The general partner of SemGroup Energy
Partners is a subsidiary of SemGroup, L.P. For more information, visit
SemGroup Energy Partners' 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
This news release includes forward-looking statements. Statements
included in this press release that are not historical facts (including
any statements concerning the benefits of the Settlement Agreement and
our ability to meet the conditions to effect such agreement and 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, uncertainties relating to the Private
Company's bankruptcy filings, uncertainties relating to the consummation
of the settlement with the Private Company, uncertainties relating to
pursuing strategic alternatives for SGLP's business, insufficient cash
from operations, market conditions, governmental regulations and factors
discussed in SemGroup Energy Partners' filings with the Securities and
Exchange Commission. If any of these risks or uncertainties materialize,
or should underlying assumptions prove incorrect, actual results or
outcomes may vary materially from those expected. SemGroup Energy
Partners undertakes no obligation to publicly update or revise any
forward-looking statement, whether as a result of new information,
future events or otherwise.
SGLP Investor Relations Brian Cropper, 918-524-SGLP (7457) Toll
Free Phone: 866-490-SGLP (7457) investor@semgroupenergypartners.com |