SEMGROUP CORPORATION (NYSE:SEMG) Files An 8-K Entry into a Material Definitive Agreement

Item1.01 Entry into a Material Definitive Agreement.

Indenture and Senior Notes

As previously disclosed, on March8, 2017, SemGroup Corporation
(the Company, we, our or us) entered into a purchase agreement
with certain of the Companys wholly-owned subsidiaries, as
guarantors (the Guarantors), and Credit Suisse Securities (USA)
LLC, as representative of the several initial purchasers named
therein (collectively, the Initial Purchasers), to which, on
March15, 2017, we issued and sold to the Initial Purchasers (the
Offering) $325million in aggregate principal amount of the
Companys 6.375% senior unsecured notes due 2025 (the Notes), for
resale to qualified institutional buyers to Rule 144A under the
Securities Act of 1933, as amended (the Securities Act), and to
non-U.S. persons
outside the United States to Regulation S of the Securities
Act.

The Notes were
issued under an indenture (the Indenture) entered into on
March15, 2017 by and among the Company, the Guarantors and
Wilmington Trust, National Association, as trustee (the Trustee).
The Notes are fully and unconditionally guaranteed on a senior
unsecured basis by our existing subsidiaries that guarantee our
revolving credit facility. Interest on the Notes accrues at a
rate of 6.375% per annum and is payable in cash semi-annually on
March15 and September15 of each year, commencing on September15,
2017. The Notes will mature on March15, 2025.

Prior to March15,
2020, we may redeem the Notes, in whole or in part, at any time
at a price equal to 50% of the principal amount of the Notes
redeemed plus accrued and unpaid interest to, but not including,
the redemption date and a make-whole premium. Additionally, from
time to time before March15, 2020, we may choose to redeem up to
35% of the original principal amount of the Notes at a redemption
price equal to 106.375% of the face amount thereof plus accrued
and unpaid interest to, but not including, the redemption date,
with the net cash proceeds that we raise in one or more equity
offerings. On or after March15, 2020, we may redeem the Notes, in
whole or in part, at the following redemption prices (expressed
as a percentage of principal amount), plus accrued and unpaid
interest thereon to, but not including, the redemption date if
redeemed during the twelve-month period beginning on March15 of
the years indicated below:

Upon the
occurrence of a change of control triggering event, as defined in
the Indenture, each holder of the Notes will have the right to
require the Company to repurchase some or all of such holders
Notes at 101% of the principal amount thereof, plus accrued and
unpaid interest to, but not including, the repurchase
date.

The Indenture
contains customary covenants restricting our ability and the
ability of our restricted subsidiaries to: (i)incur additional
indebtedness or issue certain preferred shares; (ii)pay dividends
and make certain distributions, investments and other restricted
payments; (iii)create certain liens; (iv)sell assets; (v)enter
into transactions with affiliates; (vi)enter into sale and
lease-back transactions; (vii)merge, consolidate, sell or
otherwise dispose of all or substantially all of our assets; and
(viii)designate our subsidiaries as unrestricted subsidiaries
under the Indenture. These covenants are subject to a number of
important limitations and exceptions, including certain
provisions permitting us, subject to the satisfaction of certain
conditions, to transfer assets to certain of our unrestricted
subsidiaries. Moreover, if the Notes receive an investment grade
rating from Standard and Poors or Moodys Investors Service and no
default has occurred and is continuing under the Indenture, many
of the covenants in the Indenture will be terminated. The
Indenture also contains customary events of default. Upon an
event of default under the Indenture, the Trustee or the holders
of at least25% in aggregate principal amount of the Notes then
outstanding may declare all amounts owing under the Notes to be
due and payable.

2

The foregoing
description of the Indenture is not complete and is subject to
and qualified in its entirety by reference to the full text of
the Indenture, which is filed as Exhibit 4.1 to this Current
Report on Form 8-K and is incorporated by reference
herein.

Registration
Rights Agreement