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)
|
Item
1.01.
|
Entry
into a Material Definitive
Agreement.
|
Item
5.01.
|
Changes
in Control of Registrant.
|
Item
5.02.
|
Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
|
Item
5.03.
|
Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
|
Item
7.01.
|
Regulation
FD Disclosure.
|
Item
9.01.
|
Financial
Statements and Exhibits.
|
EXHIBIT
NUMBER
|
DESCRIPTION
|
|
3.1
|
—
|
Amended
and Restated Certificate of Limited Partnership of the Registrant, dated
as of November 19, 2009, to be effective as of December 1,
2009.
|
3.2
|
—
|
Amended
and Restated Certificate of Formation of the General Partner dated as of
November 20, 2009, to be effective as of December 1,
2009.
|
10.1
|
—
|
Amendment
to Credit Agreement, dated as of November 19, 2009, by and among SemGroup
Energy Partners, L.P., as Borrower, SemGroup Energy Partners Operating,
L.L.C., SemGroup Energy Partners, L.L.C., SemGroup Crude Storage, L.L.C.,
SemPipe, L.P., SemPipe G.P., L.L.C., SGLP Management, Inc., SemMaterials
Energy Partners, L.L.C. and SGLP Asphalt, L.L.C., as Guarantors, Wachovia
Bank, National Association, as Administrative Agent, L/C Issuer and Swing
Line Lender, and the Lenders party thereto.
|
10.2
|
—
|
Form
of Employment Agreement.
|
99.1
|
—
|
Press
release dated November 24, 2009.
|
EXHIBIT
NUMBER
|
DESCRIPTION
|
|
3.1
|
—
|
Amended
and Restated Certificate of Limited Partnership of the Registrant, dated
as of November 19, 2009.
|
3.2
|
—
|
Amended
and Restated Certificate of Formation of the General Partner dated as of
November 20, 2009.
|
10.1
|
—
|
Amendment
to Credit Agreement, dated as of November 19, 2009, by and among SemGroup
Energy Partners, L.P., as Borrower, SemGroup Energy Partners Operating,
L.L.C., SemGroup Energy Partners, L.L.C., SemGroup Crude Storage, L.L.C.,
SemPipe, L.P., SemPipe G.P., L.L.C., SGLP Management, Inc., SemMaterials
Energy Partners, L.L.C. and SGLP Asphalt, L.L.C., as Guarantors, Wachovia
Bank, National Association, as Administrative Agent, L/C Issuer and Swing
Line Lender, and the Lenders party thereto.
|
10.2
|
—
|
Form
of Employment Agreement.
|
99.1
|
—
|
Press
release dated November 24, 2009.
|
LENDER
|
REVOLVER
|
TERM
LOAN
|
TOTAL
COMMITMENT
|
|||||||||
UBS
LOAN FINANCE LLC
|
$ | 1,142,857.14 | $ | 4,285,714.28 | $ | 5,428,571.42 | ||||||
SOLUS
CORE OPPORTUNITIES MASTER FUND
|
$ | 0.00 | $ | 2,000,000.00 | $ | 2,000,000.00 | ||||||
BMO
CAPITAL MARKETS
|
$ | 2,666,666.66 | $ | 26,666,666.67 | $ | 29,333,333.33 | ||||||
WBNA
|
$ | 3,290,476.20 | $ | 28,976,190.49 | $ | 32,266,666.69 | ||||||
BANK
OF AMERICA
|
$ | 3,423,809.53 | $ | 29,139,523.81 | $ | 32,563,333.34 | ||||||
SUNTRUST
|
$ | 1,133,333.34 | $ | 11,333,333.33 | $ | 12,466,666.67 | ||||||
ONE
EAST LIQUIDITY MASTER LP
|
$ | 205,714.29 | $ | 2,021,428.57 | $ | 2,227,142.86 | ||||||
ABN
AMRO
|
$ | 2,800,000.00 | $ | 28,000,000.00 | $ | 30,800,000.00 | ||||||
CITIBANK
|
$ | 2,666,666.66 | $ | 26,666,666.67 | $ | 29,333,333.33 | ||||||
JPMORGAN
CHASE
|
$ | 1,133,333.34 | $ | 11,333,333.33 | $ | 12,466,666.67 | ||||||
WOODLANDS
COMMERCIAL BANK
|
$ | 1,942,857.14 | $ | 27,285,714.28 | $ | 29,228,571.42 | ||||||
BLUE
RIDGE INVESTMENTS LLC
|
$ | 1,033,333.34 | $ | 3,976,190.47 | $ | 5,009,523.81 | ||||||
GE
BUS FINCL SVC (FKA ML BFS)
|
$ | 1,333,333.34 | $ | 13,333,333.33 | $ | 14,666,666.67 | ||||||
EVERGREEN
MULTI-SECTOR INCOME
|
$ | 0.00 | $ | 2,925,000.00 | $ | 2,925,000.00 | ||||||
EVERGREEN
UTILITIES & HIGH INC
|
$ | 0.00 | $ | 155,000.00 | $ | 155,000.00 | ||||||
EVERGREEN
HIGH INCOME FUND
|
$ | 0.00 | $ | 4,040,000.00 | $ | 4,040,000.00 | ||||||
EVERGREEN
INCOME ADVANTAGE FUND
|
$ | 0.00 | $ | 5,385,000.00 | $ | 5,385,000.00 | ||||||
EVERGREEN
VA HIGH INCOME FUND
|
$ | 0.00 | $ | 165,000.00 | $ | 165,000.00 | ||||||
RAYMOND
JAMES BANK
|
$ | 2,666,666.66 | $ | 26,666,666.67 | $ | 29,333,333.33 | ||||||
ROYAL
BANK OF CANADA
|
$ | 2,666,666.66 | $ | 26,666,666.67 | $ | 29,333,333.33 | ||||||
FORTIS
CAPITAL CORPORATION
|
$ | 1,133,333.34 | $ | 11,333,333.33 | $ | 12,466,666.67 | ||||||
ONE
EAST PARTNERS MASTER LP
|
$ | 1,627,619.04 | $ | 16,311,904.77 | $ | 17,939,523.81 | ||||||
BANK
OF SCOTLAND
|
$ | 2,800,000.00 | $ | 28,000,000.00 | $ | 30,800,000.00 | ||||||
GUARANTY
BANK AND TRUST
|
$ | 1,333,333.34 | $ | 13,333,333.33 | $ | 14,666,666.67 | ||||||
BANK
OF NOVA SCOTIA
|
$ | 1,666,666.66 | $ | 16,666,666.67 | $ | 18,333,333.33 | ||||||
CALYON
NEW YORK BRANCH
|
$ | 3,333,333.34 | $ | 33,333,333.33 | $ | 36,666,666.67 | ||||||
TOTAL
|
$ | 40,000,000.00 | $ | 400,000,000.00 | $ | 440,000,000.00 |
Wachovia
Bank, National Association, as Administrative Agent (as defined
below)
[address]
[address]
Attn:
|
SemGroup
Energy Partners, L.P.
[address]
[address]
Attn:
|
(1)
|
If
and to the extent that the Company maintains employee benefit plans
(including, but not limited to, pension, profit-sharing, disability,
accident, medical, life insurance, and hospitalization plans) (it being
understood that the Company may but shall not be obligated to do so), the
Executive shall be entitled to participate therein in accordance with the
Company’s regular practices with respect to similarly situated senior
executives. The Company will have the right to amend or
terminate any such benefit plans it may choose to
establish.
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(2)
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The
Executive shall be entitled to prompt reimbursement from the Company for
reasonable out-of-pocket expenses incurred by him in the course of the
performance of his duties hereunder, upon the submission of appropriate
documentation in accordance with the practices, policies and procedures
applicable to other senior executives of the
Company.
|
(3)
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The
Executive shall be entitled to such vacation, holidays and other paid or
unpaid leaves of absence as are consistent with the Company’s normal
policies available to other senior executives of the Company or as are
otherwise approved by the
Board;
|
(1)
|
conviction
of the Executive by a court of competent jurisdiction of any felony or a
crime involving moral turpitude;
|
(2)
|
the
Executive’s willful and intentional failure or willful and intentional
refusal to follow reasonable and lawful instructions of the
Board;
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(3)
|
the
Executive’s material breach or default in the performance of his
obligations under this Agreement;
or
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(4)
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the
Executive’s act of misappropriation, embezzlement, intentional fraud or
similar conduct involving the
Company.
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(1)
|
a
material reduction in the Executive’s Base
Salary;
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(2)
|
a
material diminution of the Executive’s duties, authority or
responsibilities as in effect immediately prior to such diminution;
or
|
(3)
|
the
relocation of the Executive’s principal work location to a location more
than 100 miles from its current
location.
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(1)
|
all
of the amounts and benefits described in Section 6.A.
hereof;
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(2)
|
a
lump-sum payment, within 10 days of termination, equal to the amount of
the Executive’s Base Salary that would have been payable for the lesser of
(i) a 24-month period or (ii) the remainder of the
Term;
|
(3)
|
a
lump-sum payment, within 10 days of termination, equal to the Make-Whole
Payments that would have been made in accordance with Section 4.B. had the
Executive remained employed with the Company, to the extent not already
paid as of the date of termination;
and
|
(4)
|
continued
participation by the Executive and his dependents in all group health
plans (medical, dental and vision), if any, of the Company for the
remainder of the Term or, if shorter, until the second anniversary of the
Executive’s termination of employment, as if there had been no termination
of employment.
|
(1)
|
all
of the amounts and benefits described in Section
6.A.;
|
(2)
|
a
lump-sum payment, within 10 days of death, equal to the Make-Whole
Payments that would have been made in accordance with Section 4.B. had the
Executive remained employed with the Company, to the extent not already
paid as of the date of death;
|
(3)
|
any
death benefit payable under a plan or policy provided by the Company;
and
|
(4)
|
continued
participation by the Executive’s dependents in all group health plans
(medical, dental and vision), if any, of the Company for the remainder of
the Term or, if shorter, until the second anniversary of the Executive’s
termination of employment, as if there had been no termination of
employment.
|
(1)
|
all
of the amounts and benefits described in Section
6.A.;
|
(2)
|
a
lump-sum payment, within 10 days of termination, equal to the Make-Whole
Payments that would have been made in accordance with Section 4.B. had the
Executive remained employed with the Company, to the extent not already
paid as of the date of termination;
and
|
(3)
|
continued
participation by the Executive and his dependents in all group health
plans (medical, dental and vision), if any, of the Company for the
remainder of the Term or, if shorter, until the second anniversary of the
Executive’s termination of employment, as if there had been no termination
of employment.
|
(1)
|
Company
Information
. The Company agrees that it will provide the
Executive with Confidential Information that will enable the Executive to
optimize the performance of the Executive’s duties to the
Company. In exchange, the Executive agrees to use such
Confidential Information solely for the Company’s benefit. The
Company and the Executive agree and acknowledge that its provision of such
Confidential Information is not contingent on the Executive’s continued
employment with the Company. Notwithstanding the preceding
sentence, upon the termination of the Executive’s employment for any
reason, the Company shall have no obligation to provide the Executive with
its Confidential Information. “Confidential Information” means
any Company proprietary information, technical data, trade secrets or
know-how, including, but not limited to, research, product plans, products
services, customer lists and customers (including, but not limited to,
customers of the Company on whom the Executive called or with whom the
Executive became acquainted during the term of the Executive’s
employment), markets, software, developments, inventions, processes,
formulas, technology, designs, drawings, engineering, hardware
configuration information, marketing finances or other business
information disclosed to the Executive by the Company either directly or
indirectly in writing, orally or by drawings or observation of parts or
equipment. Confidential Information does not include any of the
foregoing items which has become publicly known and made generally
available through no wrongful act of the Executive or of others who were
under confidentiality obligations as to the item or items involved or
improvements or new versions. For purposes of this Section 7,
references to the Company include the General Partner or any
Affiliate.
|
|
The
Executive agrees at all times during the Term and thereafter, to hold in
strictest confidence, and not to use, except for the exclusive benefit of
the Company, or to disclose to any person or entity without written
authorization of the Board, any Confidential Information of the
Company.
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(2)
|
Third Party
Information
. The Executive recognizes that the Company
has received and in the future will receive from third parties their
confidential or proprietary information subject to a duty on the Company’s
part to maintain the confidentiality of such information and to use it
only for certain limited purposes. The Executive shall hold all
such confidential or proprietary information in the strictest confidence
and not disclose it to any person or entity or use it except as necessary
in carrying out the Executive’s work for the Company consistent with the
Company’s agreement with such third
party.
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Payment
Date
|
Make-Whole
Payment
|
|||
March
1, 2010
|
$ | 102,167 | ||
May
30, 2010
|
$ | 65,907 | ||
May
22, 2011
|
$ | 211,939 | ||
November
30, 2012
|
$ | 520,050 | ||
May
19, 2012
|
$ | 274,525 | ||
February
23, 2013
|
$ | 339,566 | ||
May
11, 2013
|
$ | 566,224 | ||
Total
|
$ | 2,080,377 |