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In re Semcrude, L.P.

United States District Court, D. Delaware

September 30, 2014

In re: SEMCRUDE, L.P., et al., Debtors. BETTINA M. WHYTE, on behalf of the SemGroup Litigation Trust, Appellant,
v.
RITCHIE SG HOLDINGS LLC, et al., Appellees. BETTINA M. WHYTE, on behalf of the SemGroup Litigation Trust, Appellant,
v.
COTTONWOOD PARTNERSHIP, LLP, et al., Appellees

Page 557

Chapter 11. Bank. No.08-11525(BLS).

For Bettina M. Whyte, as the Trustee, on behalf of the SemGroup Litigation Trust, Appellant (1:13-cv-01375-SLR): David A. Dorey, LEAD ATTORNEY, Blank Rome LLP, Wilmington, DE.

For Ritchie SG Holdings LLC, Appellee (1:13-cv-01375-SLR): Patrick J. Reilley, LEAD ATTORNEY, Sanjay Bhatnagar, Cole, Schotz, Meisel, Forman & Leonard, P.A., Wilmington, DE; Ashley K. Martin, Brian A. McAleenan, Elizabeth L. Maxeiner, PRO HAC VICE.

For SGLP Holding LTD, SGLP U.S. Holding LLC, Appellees (1:13-cv-01375-SLR): Patrick J. Reilley, LEAD ATTORNEY, Sanjay Bhatnagar, Cole, Schotz, Meisel, Forman & Leonard, P.A., Wilmington, DE.

For Cottonwood Partnership LLP, Appellee (1:13-cv-01375-SLR): Laurie Schenker Polleck, LEAD ATTORNEY, Jaspan Schlesinger LLP, Wilmington, DE.

For Bettina M. Whyte, as the Trustee, on behalf of the SemGroup Litigation Trust, Appellant (1:13-cv-01376-SLR): David A. Dorey, LEAD ATTORNEY, Blank Rome LLP, Wilmington, DE.

For Ritchie SG Holdings LLC, SGLP Holding LTD, SGLP U.S. Holding LLC, Appellees (1:13-cv-01376-SLR): Patrick J. Reilley, LEAD ATTORNEY, Sanjay Bhatnagar, Cole, Schotz, Meisel, Forman & Leonard, P.A., Wilmington, DE.

For Cottonwood Partnership LLP, Appellee (1:13-cv-01376-SLR): Laurie Schenker Polleck, LEAD ATTORNEY, Jaspan Schlesinger LLP, Wilmington, DE.

Page 558

MEMORANDUM

Sue L. Robinson, United States District Judge.

At Wilmington this 30th day of September, 2014, having reviewed the papers filed in connection with the above captioned bankruptcy appeal, I will affirm the decisions of the bankruptcy court for the reasons that follow:

1. Procedural background. These are consolidated appeals arising from the bankruptcy court's denial of appellant's claims seeking to avoid two equity distributions totaling more than $55 million that SemGroup, L.P. (" SemGroup" ) and its general partner, SemGroup G.P., L.L.C., made to Ritchie SG Holdings, L.L.C., SGLP Holding, Ltd., and SGLP U.S. Holding, L.L.C. (collectively, " Ritchie" ) in August 2007 (" the 2007 distribution" ) and February 2008 (" the 2008 distribution" ). Appellant seeks to avoid the distributions as constructively fraudulent transfers based on two theories: (1) SemGroup was left with unreasonably small capital after both distributions; and (2) SemGroup was insolvent on the date of the 2008 distribution. The bankruptcy court denied the unreasonably small capital claim on summary judgment[1] and the insolvency claim after trial.

2. Factual background. The following facts of record are undisputed, as far as I can discern. SemGroup was a " midstream" energy company that provided transportation, storage, and distribution of oil and gas products to oil ...


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