SEMGROUP CORPORATION (NYSE:SEMG) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement.
On September15, 2017, SemGroup Corporation (the “Corporation”) entered into a purchase agreement (the “Purchase Agreement”) with certain of the Corporation’s wholly-owned subsidiaries, as guarantors, and Credit Suisse Securities (USA) LLC, as representative of the several initial purchasers named therein (collectively, the “Initial Purchasers”), to which the Corporation has agreed to sell to the Initial Purchasers (the “Offering”) $300million aggregate principal amount of the Corporation’s 7.25% senior unsecured notes due 2026 (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 Corporation expects to close the Offering on September20, 2017.
The Corporation expects to use the proceeds from the Offering to reduce outstanding borrowings under the Corporation’s revolving credit facility. The Corporation will use cash on hand to pay fees and expenses of the Offering.
Certain of the Initial Purchasers, or their respective affiliates, are lenders and/or agents under the revolving credit facility under the Corporation’s corporate credit agreement 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.
The Purchase Agreement includes customary representations, warranties, covenants and agreements, including an agreement by the Corporation to indemnify the Initial Purchasers against certain liabilities. The closing of the Offering is subject to the satisfaction of certain customary closing conditions contained in the Purchase Agreement and, as a result, there can be no assurance that the Offering will be completed.
The foregoing description of the Purchase Agreement is not complete and is subject to and qualified in its entirety by reference to the full text of the Purchase Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 1.01 Other Events.
On September15, 2017, the Corporation issued a press release announcing the pricing of the Notes. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The press release is neither an offer to sell nor a solicitation of an offer to buy the Notes or any other securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful. The Notes and the guarantees thereof have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or applicable exemption from the registration requirements under the Securities Act and applicable state securities laws. The Notes are expected to be offered and sold only to qualified institutional buyers to Rule 144A under the Securities Act and to non-U.S. persons outside of the United States to Regulation S under the Securities Act. The press release is being issued in accordance with Rule 135c under the Securities Act.
Cautionary Note Regarding Forward-Looking Statements
Certain matters contained in this filing include “forward-looking statements” within the meaning of Section27A of the Securities Act and Section21E of the Securities Exchange Act of 1934, as amended. We make these forward-looking statements in reliance on the safe harbor protections provided under the Private Securities Litigation Reform Act of 1995.
All statements, other than statements of historical fact, included in this filing, including regarding the closing of the Offering and the expected use of proceeds from the Offering may constitute forward-looking statements. Although we believe that the expectations reflected in these forward-looking statements are reasonable, we cannot assure you that these expectations will prove to be correct. These forward-looking statements are subject to certain known and unknown risks and uncertainties, as well as assumptions that could cause actual results to differ materially from those reflected in these forward-looking statements. Factors that might cause actual results to differ include, but are not limited to, any of the factors discussed from time to time in each of our documents and reports filed with the Securities and Exchange Commission.
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Readers are cautioned not to place undue reliance on any forward-looking statements contained in this filing, which reflect management’s opinions only as of the date hereof. Except as required by law, we undertake no obligation to revise or publicly release the results of any revision to any forward-looking statements.
Item 1.01 Financial Statements and Exhibits.
(d) Exhibits.
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SemGroup Corp ExhibitEX-10.1 2 d455769dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 EXECUTION VERSION SemGroup Corporation $300,…To view the full exhibit click here
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.