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): November 13, 2007
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) 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)) |
| Item 2.02. | Results of Operations and Financial Condition. |
On November 13, 2007, SemGroup Energy Partners, L.P. (the “Partnership”) issued a press release announcing its financial results for the quarter ended September 30, 2007. The financial results for the quarter ended September 30, 2007 include the results of the Partnership’s predecessor for a portion of the quarter as more fully described in the press release. A copy of the press release is furnished as part of this current report on Form 8-K as Exhibit 99.1 and is incorporated herein in its entirety by reference. In accordance with General Instruction B.2 of Form 8-K, the information set forth herein and in the press release is deemed to be “furnished” and shall not be deemed to be “filed” for purposes of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
The press release includes the non-generally accepted accounting principles (“non-GAAP”) financial measures of EBITDA and distributable cash flow. The press release provides reconciliations of these non-GAAP financial measures to their most directly comparable financial measure calculated and presented in accordance with generally accepted accounting principles in the United States of America (“GAAP”). The Partnership’s non-GAAP financial measures should not be considered as alternatives to GAAP measures such as net income, operating income, net cash flows provided by operating activities or any other GAAP measure of liquidity or financial performance.
| 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 November 13, 2007. | ||
2
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: November 13, 2007 | By: | /s/ Alex G. Stallings | ||||||
| Alex G. Stallings | ||||||||
| Chief Accounting Officer | ||||||||
INDEX TO EXHIBITS
| EXHIBIT NUMBER | DESCRIPTION | |||
| 99.1 | — | Press release dated November 13, 2007. | ||