SEMGROUP CORPORATION (NYSE:SEMG) Files An 8-K Entry into a Material Definitive Agreement
Item1.01
| Entry into a Material Definitive Agreement. |
On March8, 2017, SemGroup Corporation (the Corporation) entered
into a purchase agreement (the Purchase Agreement) with certain
of the Corporations 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) $325million aggregate
principal amount of the Corporations 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
Corporation expects to close the Offering on March15,
2017.
The net proceeds
from the Offering are expected to be approximately $314million,
after deducting the Initial Purchasers discount and the
Corporations estimated expenses of the Offering and the tender
offer and any redemption discussed below. The Corporation expects
to use the net proceeds from the Offering, together with cash on
hand, to fund the repurchase for cash of any and all of the
Corporations outstanding $300million aggregate principal amount
of 7.50% senior unsecured notes due 2021 (the 2021 Notes) to a
tender offer (the Tender Offer), to redeem any of the 2021 Notes
that remain outstanding thereafter and to pay fees and expenses
of the Offering, the Tender Offer and any redemption. The
Offering is not conditioned on the consummation of the Tender
Offer. The Tender Offer is conditioned on, among other things,
the closing of the Offering.
Credit Suisse
Securities (USA) LLC is acting as the dealer manager in
connection with the Tender Offer. Certain of the Initial
Purchasers and/or their respective subsidiaries may hold a
portion the 2021 Notes 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 the revolving credit
facility under the Corporations 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.
| Item8.01 | Other Events. |
On March8, 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
Section 21E 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.
2
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.
Readers are
cautioned not to place undue reliance on any forward-looking
statements contained in this filing, which reflect managements
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.
| Item9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
|
Exhibit No. |
Description |
|
| 10.1 |
Purchase Agreement, dated March8, 2017, by and among SemGroup Corporation, certain of its wholly-owned subsidiaries party thereto, as guarantors, and Credit Suisse Securities (USA) LLC, as representative of the several initial purchasers named therein. |
|
| 99.1 |
Press Release dated March8, 2017, issued by SemGroup Corporation. |
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 -0.15 at 33.50 with 677,681 shares trading hands.