SemGroup Energy Partners, L.P. ("SGLP") (Pink Sheets: SGLP) today
announced that it has completed the settlement of certain matters
between it and SemGroup, L.P. (the "Private Company") and in connection
therewith has received a waiver under its credit facility.
Settlement with the Private Company
As previously disclosed, 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 (the "Term Sheet") relating to
the settlement of certain matters between the Private Company and SGLP
(the "Settlement"). The Bankruptcy Court entered an order approving the
Settlement upon the terms contained in the Term Sheet on March 20, 2009.
The Private Company and SGLP have executed definitive documentation, in
the form of a master agreement (the "Master Agreement"), dated April 7,
2009 to be effective as of March 31, 2009, and certain other transaction
documents (the "Transaction Documents") that supersede the Term Sheet
and effectuate the Settlement. The Bankruptcy Court entered an order
approving the Master Agreement and the Settlement on April 7, 2009.
The Master Agreement and the Transaction Documents provided for the
following, among other things:
-
SGLP transferred certain crude oil storage assets located in Kansas
and Oklahoma to the Private Company. These crude oil storage assets
are part of the Private Company's proprietary Kansas crude oil
transportation pipeline;
-
the Private Company transferred 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 Oklahoma
and Texas crude oil pipeline systems;
-
the Private Company rejected the existing Throughput Agreement with
SGLP pursuant to which SGLP provided crude oil gathering,
transportation, terminalling and storage services for the Private
Company at certain minimum levels;
-
SGLP and the Private Company entered 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;
-
the Private Company transferred its asphalt assets that are connected
to SGLP's existing 46 asphalt terminals to SGLP;
-
the Private Company rejected the existing Terminalling and Storage
Agreement with SGLP pursuant to which SGLP provided asphalt
terminalling and storage services for the Private Company at certain
minimum levels;
-
SGLP and the Private Company entered 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;
-
the Private Company rejected 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;
and
-
SGLP and the Private Company entered into a shared services agreement
pursuant to which the Private Company will provide certain crude oil
operational services for SGLP.
Amendment to Credit Facility
As previously disclosed, events of default occurred under SGLP's credit
agreement, which prohibited 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. Pursuant to
amendments to the Forbearance Agreement, the forbearance period was
extended until April 8, 2009.
SGLP and the requisite lenders entered into a Consent, Waiver and
Amendment to Credit Agreement (the "Amendment"), dated as of April 7,
2009, under which the lenders consented to the Settlement and waived all
existing defaults and events of default described in the Forbearance
Agreement and amendments thereto. Pursuant to the Amendment, the credit
facility will mature on June 30, 2011.
Upon the execution of the Amendment, $150.0 million of SGLP's
outstanding revolving loans were converted to term loans and SGLP became
able to borrow additional funds under its revolving credit facility.
After giving effect to the Amendment, SGLP is expected to have $433.1
million in outstanding borrowings under its credit facility (including
$33.1 million under its revolving credit facility and $400.0 million
under its term loan facility) with an aggregate unused credit
availability and cash on hand of approximately $29.0 million. Amounts
outstanding under SGLP's revolving credit facility will never exceed
$50.0 million and will bear interest at the LIBOR rate plus 6.50% per
annum, with a LIBOR floor of 3.00%.
Among other things, SGLP's credit facility, as amended by the Amendment,
now requires SGLP to make minimum quarterly amortization payments,
mandatory prepayments under the revolver whenever cash on hand exceeds
$15.0 million, mandatory prepayments with 100% of asset sale proceeds
and annual prepayments with 50% of excess cash flow. SGLP's credit
facility, as amended by the Amendment, prohibits SGLP from making draws
under the revolving credit facility if it would have more than $15.0
million of cash on hand after making the draw and applying the proceeds
thereof.
Under the credit facility, as amended by the Amendment, SGLP is required
to maintain compliance with certain financial covenants, including
maintaining a maximum leverage ratio, minimum interest coverage ratio,
minimum consolidated adjusted EBITDA and maximum annual capital
expenditures. In addition, pursuant to the Amendment, SGLP's ability to
make acquisitions is limited, and SGLP is prohibited from making equity
distributions unless it maintains a leverage ratio below a specified
maximum leverage threshold and certain other conditions.
SGLP's credit facility, as amended by the Amendment, permits SGLP to
sell its asphalt assets subject to certain conditions. Additionally, it
permits SGLP to repurchase amounts outstanding under the credit facility
via a Dutch auction process with 50% of the proceeds raised through
equity raises and with excess cash flow.
Kevin Foxx, Chief Executive Officer and President of SGLP's general
partner said, "The completion of the Settlement and the Amendment are
significant accomplishments for SGLP. The completion of these
transactions allows us to refocus our efforts on our crude oil and
liquid asphalt cement terminalling, storage and transportation
businesses independent of the Private Company. We want to express our
thanks and gratitude to all of our employees who have worked tirelessly
and endured these past months of uncertainty. As a result of the
Settlement with the Private Company and the Amendment with our lenders,
we are now prepared to move forward in a positive manner as we continue
to stabilize and strengthen our business. We are also grateful to our
loyal customers who have continued to trust us and utilize our services
helping us earn our independence from the Private Company. These are two
giant steps towards rebuilding value in SGLP and we look forward to
continuing to be a leading provider of services in the crude oil and
asphalt industry."
About SemGroup Energy Partners, L.P.
SGLP owns and operates a diversified portfolio of complementary
midstream energy assets including 8.2 million barrels of crude oil
storage, 6.8 million of which are located within the Cushing
Interchange, one of the largest crude oil marketing hubs in the nation
and a designated delivery point specified in all NYMEX crude oil futures
contracts and more than 6.6 million barrels of liquid asphalt cement
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 www.SGLP.com.
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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,
without limitation, any statements concerning the benefits of the
Settlement or the Amendment 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 Settlement and the Amendment, uncertainties relating to
pursuing strategic alternatives for SGLP's business, insufficient cash
from operations, market conditions, governmental regulations 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.
SGLP Investor Relations Brian Cropper, 918-524-SGLP (7457) Toll
Free Phone: 866-490-SGLP (7457) investor@semgroupenergypartners.com |