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

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

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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:

Year

Percentage
103.188 %
101.594 %

2022 and thereafter

100.000 %

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.

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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

In connection with
the closing of the Offering, on March15, 2017, the Company and
the Guarantors entered into a registration rights agreement (the
Registration Rights Agreement) with Credit Suisse Securities
(USA) LLC, as representative of the Initial Purchasers. Under the
Registration Rights Agreement, the Company and the Guarantors
have agreed to file a registration statement with the Securities
and Exchange Commission so that holders of the Notes can exchange
the Notes and the related guarantees for registered notes and
guarantees that have substantially identical terms as the Notes
and related guarantees within 365 days after the original
issuance of the Notes. In certain circumstances, the Company and
the Guarantors may be required to file a shelf registration
statement to cover resales of the Notes. We are required to pay
additional interest on the Notes if we fail to comply with our
obligations to register the Notes and related guarantees within
the specified time periods.

The foregoing
description of the Registration Rights Agreement is not complete
and is subject to and qualified in its entirety by reference to
the full text of the Registration Rights Agreement, which is
filed as Exhibit4.2 to this Current Report on Form 8-K and is
incorporated by reference herein.

Relationships

Credit Suisse
Securities (USA) LLC acted as the dealer manager in connection
with the tender offer discussed below. Certain of the Initial
Purchasers and/or their respective subsidiaries may hold a
portion of the 2021 Notes (as defined below) for their own
account or the accounts of customers and therefore may receive
net proceeds from the Offering to the extent they participate in
the tender offer. In addition, certain of the Initial Purchasers,
or their respective affiliates, are lenders and/or agents under
our revolving credit facility and receive customary fees and
expense reimbursement in connection therewith. The Initial
Purchasers and their respective affiliates have in the past
performed commercial banking, investment banking and advisory
services for us from time to time for which they have received
customary fees and reimbursement of expenses and may, from time
to time, engage in transactions with and perform services for us
in the ordinary course of their business for which they may
receive customary fees and reimbursement of expenses.

Item1.02
Termination of a Material Definitive Agreement.

On March17, 2017,
the Company issued a notice of redemption with respect to the
$9,993,000 in aggregate principal amount of its 7.50% Senior
Notes Due 2021 (the 2021 Notes) that remained outstanding
following the consummation of the Companys previously announced
cash tender offer to purchase any and all of the outstanding
aggregate principal amount of the 2021 Notes (the Tender Offer).
The 2021 Notes that remained outstanding following consummation
of the Tender Offer will be redeemed in full on June15, 2017 at a
redemption price equal to 103.750% of the principal amount, plus
accrued and unpaid interest to the redemption date.

On March17, 2017,
the Indenture, dated as of June14, 2013 (as supplemented by the
First Supplemental Indenture thereto, dated as of September17,
2013, and the Second Supplemental Indenture thereto, dated as of
September30, 2016), by and among the Company, certain of its
wholly-owned subsidiaries, as guarantors, and the Trustee,
governing the 2021 Notes was satisfied and discharged. The 2021
Notes, which bore interest at 7.50% per year, were scheduled to
mature on June15, 2021.

Item2.03
Creation of a Direct Financial Obligation or an Obligation under
an Off-Balance Sheet Arrangement of a Registrant.

The information
set forth or incorporated by reference under Item 1.01 is
incorporated in its entirety by reference herein.

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Item9.01
Financial Statements and Exhibits.

(d) Exhibits.

ExhibitNo.

Description

4.1 Indenture (and form of 6.375% Senior Note due 2025 attached
as Exhibit 1 thereto), dated as of March15, 2017, by and
among SemGroup Corporation, certain of its wholly-owned
subsidiaries, as guarantors, and Wilmington Trust, National
Association, as trustee.
4.2 Registration Rights Agreement, dated as of March15, 2017, by
and among SemGroup Corporation, certain of its wholly-owned
subsidiaries and Credit Suisse Securities (USA) LLC, as
representative of the Initial Purchasers (as defined
therein).

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About SEMGROUP CORPORATION (NYSE:SEMG)

SemGroup Corporation is a provider of gathering, transportation, storage, distribution, marketing and other midstream services. The Company’s segments include Crude Transportation, which operates crude oil pipelines and truck transportation businesses in the United States; Crude Facilities, which operates crude oil storage and terminal businesses in the United States; Crude Supply and Logistics, which operates a crude oil marketing business; SemLogistics, which owns an independent petroleum products storage facility in the United Kingdom; SemCAMS, which owns and operates over four natural gas processing and gathering facilities in Alberta, Canada; SemMexico, which provides a range of liquid asphalt cement products and product application services to the Mexican market; SemGas, which provides natural gas gathering and processing services, and SemStream, which owns interest in NGL Energy Partners LP and NGL Energy Holdings LLC.

SEMGROUP CORPORATION (NYSE:SEMG) Recent Trading Information

SEMGROUP CORPORATION (NYSE:SEMG) closed its last trading session down -0.50 at 33.75 with 521,503 shares trading hands.

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