SEMG / EA Series Trust - Suncoast Select Growth ETF - SEC Filings, Annual Report, Proxy Statement

Brookfield Public Securities Group LLC, which is a subsidiary of Brookfield Asset Management Inc., is a registered investment adviser under Section 203 of the Investment Advisers Act of 1940.

EXHIBIT 99.X Brookfield Public Securities Group LLC, which is a subsidiary of Brookfield Asset Management Inc., is a registered investment adviser under Section 203 of the Investment Advisers Act of 1940.

SEMG / Semgroup Corp. / BROOKFIELD INVESTMENT MANAGEMENT INC. - SC 13G/A Passive Investment

SC 13G/A 1 a20-80904sc13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) SemGroup Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 2381663A105 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule

SEMG / Semgroup Corp. 15-12B - - 15-12B

15-12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-34736 SEMGROUP CORPORATION (Exact name of registrant as specified

SEMG / Semgroup Corp. S-8 POS - - S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on December 11, 2019 Registration No.

SEMG / Semgroup Corp. S-8 POS - - S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on December 11, 2019 Registration No.

SEMG / Semgroup Corp. POS AM - - POS AM

POS AM As filed with the Securities and Exchange Commission on December 11, 2019 Registration No.

SEMG / Semgroup Corp. S-8 POS - - S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on December 11, 2019 Registration No.

SEMG / Semgroup Corp. POS AM - - POS AM

POS AM As filed with the Securities and Exchange Commission on December 11, 2019 Registration No.

SEMG / Semgroup Corp. S-8 POS - - S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on December 11, 2019 Registration No.

SEMG / Semgroup Corp. POS AM - - POS AM

POS AM As filed with the Securities and Exchange Commission on December 11, 2019 Registration No.

SEMG / Semgroup Corp. POS AM - - POS AM

POS AM As filed with the Securities and Exchange Commission on December 11, 2019 Registration No.

SEMG / Semgroup Corp. POS AM - - POS AM

POS AM As filed with the Securities and Exchange Commission on December 11, 2019 Registration No.

SEMG / Semgroup Corp. / Energy Transfer Equity, L.P. - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) Information to be Included in Statements Filed Pursuant to § 240.13d-1(a) and Amendments Thereto Filed Pursuant to § 240.13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 1) SEMGROUP CORPORATION (Name of Issuer) Class A Common Stock (Title of Class of Securities) 81663A105 (

SEMG / Semgroup Corp. / Wp Semgroup Holdings L.p. - SC 13G/A Passive Investment

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1 - Exit Filing) SEMGROUP CORPORATION (Name of Issuer) Class A Common Stock, par value $0.01 per share (Title of Class of Securities) 81663A105 (CUSIP Number) December 5, 2019 (Date of Event which Requires Filing of this Statement) Check the appro

Termination of a Material Definitive Agreement, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 6, 2019 SEMGROUP CORPORATION (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-34736 20-3533152 (Commission Fil

Regulation FD Disclosure, Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 4, 2019 SEMGROUP CORPORATION (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-34736 20-3533152 (Commission Fil

SemGroup Shareholders Approve Merger Transaction with Energy Transfer

EX-99.1 Exhibit 99.1 SemGroup Shareholders Approve Merger Transaction with Energy Transfer TULSA, Okla., Dec. 04, 2019 (GLOBE NEWSWIRE) — SemGroup® Corporation (NYSE: SEMG) today announced its shareholders voted to approve the previously announced merger agreement whereby SemGroup will be acquired by Energy Transfer LP (NYSE: ET) (“ET” or “Energy Transfer”) in a unit and cash transaction. At compl

Energy Transfer and SemGroup Announce Successful Completion of Merger Energy Transfer Expands Vast Pipeline Network and Acquires Strategic Position on the Houston Ship Channel

EX-99.2 Exhibit 99.2 DRAFT V.3 Energy Transfer and SemGroup Announce Successful Completion of Merger Energy Transfer Expands Vast Pipeline Network and Acquires Strategic Position on the Houston Ship Channel DALLAS and TULSA, OK, December 5, 2019 — Energy Transfer LP (NYSE: ET) and SemGroup Corporation (NYSE: SEMG) today announced the completion of their previously announced merger, which resulted

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on December 16, 2019, pursuant to the provisions of Rule 12d2-2 (a).

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 27, 2019 SEMGROUP CORPORATION (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-34736 20-3533152 (Commission Fi

SEMG / Semgroup Corp. 425 - Merger Prospectus - 425

425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 27, 2019 SEMGROUP CORPORATION (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-34736 20-3533152 (Commissio

ET / Exacttarget, Inc. 425 - Merger Prospectus - 425

425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 27, 2019 ENERGY TRANSFER LP (Exact name of Registrant as specified in its charter) Delaware 001-32740 30-0108820 (State or other jurisdiction of incorporation) (Commissio

ET / Exacttarget, Inc. 425 - Merger Prospectus - 425

425 Filed by Energy Transfer LP pursuant to Rule 425 under the Securities Act of 1933 Subject Company: SemGroup Corporation Commission File No.

SEMG / Semgroup Corp. 425 - Merger Prospectus - 425

425 Filed by SemGroup Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: SemGroup Corporation Commission File No.

ET / Exacttarget, Inc. 425 - Merger Prospectus - 425

425 Filed by Energy Transfer LP pursuant to Rule 425 under the Securities Act of 1933 Subject Company: SemGroup Corporation Commission File No.

SemGroup Reports Third Quarter 2019 Financial Results

EX-99.1 2 exh991q32019earningspr.htm EXHIBIT 99.1 Q3 2019 EARNINGS PRESS RELEASE EXHIBIT 99.1 SemGroup Reports Third Quarter 2019 Financial Results SemGroup Shareholder Meeting Set for December 4th to Vote on Proposed Merger with Energy Transfer Tulsa, Okla. - November 7, 2019 - SemGroup® Corporation (NYSE:SEMG) today reported third quarter 2019 net loss of $5.5 million, compared to second quarter

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 7, 2019 SEMGROUP CORPORATION (Exact name of registrant as specified in its charter) Delaware (State or Other Jurisdiction of Incorporation) 1-34736 20-3533152 (Commission Fil

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-34736

SEMG / Semgroup Corp. DEFM14A - - DEFM14A

DEFM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

SEMG / Semgroup Corp. 425 - Merger Prospectus - 425

425 Filed by SemGroup Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: SemGroup Corporation Commission File No.

SEMG / Semgroup Corp. / CHICKASAW CAPITAL MANAGEMENT LLC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 6)* SemGroup Corporation (Name of Issuer) Class A Common Stock (Title of Class of Securities) 81663A105 (CUSIP Number) September 30, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sched

SEMG / Semgroup Corp. 425 - Merger Prospectus - 425

425 Filed by SemGroup Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: SemGroup Corporation Commission File No.

SEMG / Semgroup Corp. 425 - Merger Prospectus - 425

425 Filed by SemGroup Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: SemGroup Corporation Commission File No.

SEMG / Semgroup Corp. / Energy Transfer Equity, L.P. - SC 13D Activist Investment

SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 SEMGROUP CORPORATION (Name of Issuer) Class A Common Stock (Title of Class of Securities) 81663A105 (CUSIP Number) Thomas E. Long 8111 Westchester Drive, Suite 600 Dallas, Texas 75225 (214) 981-0700 (Name, Address and Telephone Number of Person Authorized to Receive

JOINT FILING AGREEMENT

EX-99.1 Exhibit 1 JOINT FILING AGREEMENT The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or ac

ET / Exacttarget, Inc. 425 - Merger Prospectus - 425

425 Energy Transfer Investor Presentation September 25, 2019 Filed by Energy Transfer LP pursuant to Rule 425 under the Securities Act of 1933 Subject Company: SemGroup Corporation Commission File No.

SEMG / Semgroup Corp. 425 - Merger Prospectus - FORM 425

Form 425 Filed by SemGroup Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: SemGroup Corporation Commission File No.

SEMG / Semgroup Corp. / Buffalo Investor I, L.p. - AMENDMENT NO. 1 TO SC 13D Activist Investment

SC 13D/A 1 d803398dsc13da.htm AMENDMENT NO. 1 TO SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* SEMGROUP CORPORATION (Name of Issuer) Class A Common Stock (Title of Class of Securities) 81663A105 (CUSIP Number) David Lieberman, Esq. Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York,

SEMG / Semgroup Corp. 425 - Merger Prospectus - 425

425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 15, 2019 SEMGROUP CORPORATION (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-34736 20-3533152 (Commissi

Employee FAQ

EX-99.6 Exhibit 99.6 Employee FAQ 1. Who is Energy Transfer? • Since being founded in 1996, Energy Transfer has grown to be one of the largest diversified midstream energy companies in the United States, with a strategic footprint in all the major U.S. production basins. They operate more than 86,000 miles of pipelines traversing 38 states and are responsible for moving around 30% of our nation’s

Dear Team,

EX-99.4 Exhibit 99.4 Dear Team, This morning we announced that SemGroup has entered into a definitive merger agreement with Energy Transfer. This strategic transaction will further strengthen and accelerate growth for our assets, while creating significant value for our shareholders. A link to the press release we issued this morning can be found here: [LINK]. The merger will result in SemGroup co

SEMGROUP TO BE ACQUIRED BY ENERGY TRANSFER IN $5 BILLION TRANSACTION SemGroup to merge with one of the largest, diversified midstream energy companies in North America Benefits of scale will strengthen and accelerate growth opportunities for SemGroup

EX-99.1 Exhibit 99.1 SEMGROUP TO BE ACQUIRED BY ENERGY TRANSFER IN $5 BILLION TRANSACTION SemGroup to merge with one of the largest, diversified midstream energy companies in North America Benefits of scale will strengthen and accelerate growth opportunities for SemGroup assets and improve access to capital markets SemGroup shareholders to benefit from significant, immediate premium and future ups

Agreement and Plan of Merger, dated as of September 15, 2019 by and among SemGroup Corporation, Energy Transfer LP and Nautilus Merger Sub LLC.*

EX-2.1 Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER by and among ENERGY TRANSFER LP, NAUTILUS MERGER SUB LLC and SEMGROUP CORPORATION Dated as of September 15, 2019 TABLE OF CONTENTS ARTICLE I. THE MERGER Section 1.1 The Merger 2 Section 1.2 Closing 2 Section 1.3 Effective Time 2 Section 1.4 Effects of the Merger 2 Section 1.5 Charter and Bylaws of the Surviving Corporation 3 Section

Regulation FD Disclosure, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 15, 2019 SEMGROUP CORPORATION (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-34736 20-3533152 (Commission F

Overview of Merger Terms SemGroup (“SEMG”) has executed a definitive agreement to combine with Energy Transfer LP (“ET”) for $17.00 per SEMG share Offer price represents a 65% premium to the closing share price of $10.28 as of September 13, 2019 Offe

EX-99.2 SemGroup to Combine with Energy Transfer All Employee Meeting September 16, 2019 Exhibit 99.2 Overview of Merger Terms SemGroup (“SEMG”) has executed a definitive agreement to combine with Energy Transfer LP (“ET”) for $17.00 per SEMG share Offer price represents a 65% premium to the closing share price of $10.28 as of September 13, 2019 Offer price represents a 87% premium to the 20 day v

Support Agreement, dated September 15, 2019, by and among Energy Transfer LP, Nautilus Merger Sub LLC, WP SemGroup Holdco, LLC and SemGroup Corporation.

EX-10.1 Exhibit 10.1 Execution Version SUPPORT AGREEMENT This SUPPORT AGREEMENT, dated as of September 15, 2019 (this “Agreement”), is by and among Energy Transfer LP, a Delaware limited partnership (“Parent”), Nautilus Merger Sub LLC, a Delaware limited liability company and wholly owned subsidiary of Parent (“Merger Sub” and, together with Parent, the “Parent Parties”), WP SemGroup Holdco LLC, a

Amendment No. 1 to Certificate of Designations of Series A Cumulative Perpetual Convertible Preferred Stock of SemGroup Corporation, filed with the Secretary of State of the State of Delaware on September 16, 2019.

EX-3.1 Exhibit 3.1 Execution Version AMENDMENT NO 1 TO CERTIFICATE OF DESIGNATIONS OF SERIES A CUMULATIVE PERPETUAL CONVERTIBLE PREFERRED STOCK OF SEMGROUP CORPORATION Pursuant to Section 242 of the General Corporation Law of the State of Delaware: SEMGROUP CORPORATION, a Delaware corporation (the “Company”), does hereby certify: FIRST: A Certificate of Designations of Series A Cumulative Perpetua

Customer and Supplier Note

EX-99.5 Exhibit 99.5 Customer and Supplier Note Good [Morning], As you may have seen, we announced that SemGroup has entered into a definitive merger agreement with Energy Transfer. As a valued [customer/partner], I want to take this opportunity to provide you with some information on this transaction and what it will mean for our partnership moving forward. A link to the press release we issued c

ET / Exacttarget, Inc. 425 - Merger Prospectus - 425

425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): September 15, 2019 Energy Transfer LP (Exact name of registrant as specified in its charter) Delaware 001-32740 30-0108820 (State or Other Jurisdiction of Incorporation or Organiz

ET / Exacttarget, Inc. 425 - Merger Prospectus - 425

425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): September 15, 2019 Energy Transfer LP (Exact name of registrant as specified in its charter) Delaware 001-32740 30-0108820 (State or Other Jurisdiction of Incorporation or Organiz

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-34736 SEMGR

First Supplemental Indenture to Amended and Restated Bond Indenture, dated as of July 26, 2019, between Harris County Industrial Development Corporation, and The Bank of New York Mellon Trust Company, National Association, as Trustee, relating to $100 million Series 2012 Marine Terminal Revenue Bonds.

Exhibit 4.3 Execution Version FIRST SUPPLEMENTAL INDENTURE TO AMENDED AND RESTATED BOND INDENTURE (SERIES 2012) This FIRST SUPPLEMENTAL INDENTURE to amended and restated bond indenture (SERIES 2012) dated as of July 26, 2019 (this “Amendment”), made pursuant to Section 9.01 of the Indenture (as defined below), is between HARRIS COUNTY INDUSTRIAL DEVELOPMENT CORPORATION (the “Issuer”), and THE BANK

First Supplemental Indenture to Amended and Restated Bond Indenture, dated as of July 26, 2019, between Harris County Industrial Development Corporation, and The Bank of New York Mellon Trust Company, National Association, as trustee, relating to $75 million Series 2010 Marine Terminal Revenue Bonds.

Exhibit 4.1 Execution Version FIRST SUPPLEMENTAL INDENTURE TO AMENDED AND RESTATED BOND INDENTURE (SERIES 2010) This FIRST SUPPLEMENTAL INDENTURE to amended and restated bond indenture (SERIES 2010) dated as of July 26, 2019 (this “Amendment”), made pursuant to Section 9.01 of the Indenture (as defined below), is between HARRIS COUNTY INDUSTRIAL DEVELOPMENT CORPORATION (the “Issuer”), and THE BANK

First Supplemental Indenture to Amended and Restated Bond Indenture, dated as of July 26, 2019, between Harris County Industrial Development Corporation, and The Bank of New York Mellon Trust Company, National Association, as Trustee, relating to $50 million Series 2011 Marine Terminal Revenue Bonds.

Exhibit 4.2 Execution Version FIRST SUPPLEMENTAL INDENTURE TO AMENDED AND RESTATED BOND INDENTURE (SERIES 2011) This FIRST SUPPLEMENTAL INDENTURE to amended and restated bond indenture (SERIES 2011) dated as of July 26, 2019 (this “Amendment”), made pursuant to Section 9.01 of the Indenture (as defined below), is between HARRIS COUNTY INDUSTRIAL DEVELOPMENT CORPORATION (the “Issuer”), and THE BANK

Amendment No. 3 to Continuing Covenant Agreement, dated as of July 26, 2019, between HFOTCO LLC, as obligor, Buffalo Gulf Coast Terminals, LLC, as the parent, Bank of America, N.A., as administrative agent and collateral agent, and the bondholders party thereto.

Exhibit 4.4 Execution Version AMENDMENT NO. 3 TO CONTINUING COVENANT AGREEMENT This AMENDMENT NO. 3 dated as of July 26, 2019 (this “Amendment”) is by and among BUFFALO GULF COAST TERMINALS LLC (“Parent”), HFOTCO LLC (“Obligor”), BANK OF AMERICA, N.A., as administrative agent and collateral agent (the “Administrative Agent”), and the BONDHOLDERS signatory hereto and amends, and provides consent un

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 8, 2019 SEMGROUP CORPORATION (Exact name of registrant as specified in its charter) Delaware (State or Other Jurisdiction of Incorporation) 1-34736 20-3533152 (Commission File

SemGroup Reports Second Quarter 2019 Financial Results

EXHIBIT 99.1 SemGroup Reports Second Quarter 2019 Financial Results • Higher Second Quarter Segment Profit Driven by Canadian Volume Growth • KAPS Pipeline Announced in May 2019 Now 70% Contracted • White Cliffs Crude Pipeline Secures 5-Year Contract for 20,000 Barrels Per Day Tulsa, Okla. - August 8, 2019 - SemGroup® Corporation (NYSE:SEMG) today reported second quarter 2019 net loss of $12.9 mil

JOINT FILING AGREEMENT

EX-99.1 Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Class A Common Stock, par value $0.01 per share, of SemGroup Corporation and further agree that this Joint Filin

SEMG / Semgroup Corp. / Wp Semgroup Holdings L.p. - SC 13G Passive Investment

SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 SEMGROUP CORPORATION (Name of Issuer) Class A Common Stock, par value $0.01 per share (Title of Class of Securities) 81663A105 (CUSIP Number) May 20, 2019 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuan

Form S-3

S-3ASR 1 d767830ds3asr.htm S-3ASR Table of Contents As filed with the Securities and Exchange Commission on July 12, 2019. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SEMGROUP CORPORATION (Exact name of registrant as specified in its charter) Delaware 20-3533152 (State or other jurisd

Form S-3

S-3ASR Table of Contents As filed with the Securities and Exchange Commission on July 12, 2019.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 13, 2019 SEMGROUP CORPORATION (Exact Name of Registrant as Specified in Its Charter) Delaware 1-34736 20-3533152 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.

Amended and Restated Credit Agreement, dated as of June 13, 2019, among SemCAMS Midstream ULC, as the borrower, the lenders party thereto and The Toronto-Dominion Bank, as administrative agent and collateral agent

EX-10.1 Exhibit 10.1 Execution Version AMENDED AND RESTATED CREDIT AGREEMENT among SEMCAMS MIDSTREAM ULC as Borrower and THE PERSONS PARTY HERETO FROM TIME TO TIME IN THEIR CAPACITIES AS LENDERS and THE TORONTO-DOMINION BANK as Agent MADE AS OF June 13, 2019 TD SECURITIES, CANADIAN IMPERIAL BANK OF COMMERCE, BMO CAPITAL MARKETS, WELLS FARGO SECURITIES, LLC AND KKR CAPITAL MARKETS LLC as Co-Lead Ar

SEMG / Semgroup Corp. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv0015-semgroupcorp.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 7)* Name of issuer: SemGroup Corp Title of Class of Securities: Common Stock CUSIP Number: 81663A105 Date of Event Which Requires Filing of this Statement: May 31, 2019 Check the appropriate box to designate the rule purs

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 15, 2019 SEMGROUP CORPORATION (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 1-34736 20-3533152 (Commission File Nu

Form S-8

S-8 As filed with the Securities and Exchange Commission on May 15, 2019. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SEMGROUP CORPORATION (Exact name of registrant as specified in its charter) Delaware 20-3533152 (State or other jurisdiction of incorporation or organization) (I.R.S.

SEMG / Semgroup Corp. / Buffalo Investor I, L.p. - SC 13D Activist Investment

SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* SEMGROUP CORPORATION (Name of Issuer) Class A Common Stock (Title of Class of Securities) 81663A105 (CUSIP Number) David Lieberman, Esq. Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York, New York 10017 (212) 455-2000 (Name, Address and

JOINT FILING AGREEMENT

EX-1 Exhibit 1 JOINT FILING AGREEMENT Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”) the undersigned hereby agree to the joint filing of Buffalo Investor I, L.

SemGroup Corporation Equity Incentive Plan Form of 2018 Performance Share Unit Award Agreement for executive officers and employees in Canada.

EXHIBIT 10.6 SemGroup Corporation Equity Incentive Plan PERFORMANCE SHARE UNIT AWARD AGREEMENT Pursuant to your Performance Share Unit Award Notice (the “Award Notice”) and this Performance Share Unit Award Agreement (this “Agreement”), SemGroup Corporation (the “Company”) has granted to you performance share units indicated in your Award Notice in accordance with the following: R E C I T A L S: W

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-34736 SEMG

SemGroup Corporation Equity Incentive Plan Form of 2019 Performance Share Unit Award Agreement for executive officers and employees in the United States.

EX-10.3 3 a33119exhibit103.htm EXHIBIT 10.3 2019 US EQUITY INCENTIVE PLAN EXHIBIT 10.3 SemGroup Corporation Equity Incentive Plan PERFORMANCE SHARE UNIT AWARD AGREEMENT Pursuant to your Performance Share Unit Award Notice (the “Award Notice”) and this Performance Share Unit Award Agreement (this “Agreement”), SemGroup Corporation (the “Company”) has granted to you performance share units indicated

Form of Severance Agreement between SemGroup Corporation and executive officers in Canada.

EX-10.2 2 a33119exhibit102.htm EXHIBIT 10.2 CANADA SEVERANCE AGREEMENT SEMGROUP CORPORATION SEVERANCE AGREEMENT SEMGROUP CORPORATION SEVERANCE AGREEMENT TABLE OF CONTENTS Page ARTICLE I DEFINITIONS ....................................................................................................... 2 ARTICLE II THE COMPANY'S OBLIGATIONS UPON SEPARATION FROM SERVICE... 13 ARTICLE III NO SET-OFF O

SemGroup Corporation Equity Incentive Plan Form of 2019 Performance Share Unit Award Agreement for executive officers and employees in Canada.

EX-10.7 7 a33119exhibit107.htm EXHIBIT 10.7 2019 CANADA PERFORMANCE SHARE UNIT AWARD AGREEMENT EXHIBIT 10.7 SemGroup Corporation Equity Incentive Plan PERFORMANCE SHARE UNIT AWARD AGREEMENT Pursuant to your Performance Share Unit Award Notice (the “Award Notice”) and this Performance Share Unit Award Agreement (this “Agreement”), SemGroup Corporation (the “Company”) has granted to you performance

SemGroup Corporation Equity Incentive Plan Form of Restricted Stock Unit Award Agreement for executive officers and employees in Canada.

EXHIBIT 10.4 Employees (CN) SemGroup Corporation Equity Incentive Plan RESTRICTED STOCK UNIT AWARD AGREEMENT Pursuant to your Restricted Stock Unit Award Notice (the “Award Notice”) and this Restricted Stock Unit Award Agreement (this “Agreement”), SemGroup Corporation (the “Company”) has granted to you restricted stock units indicated in your Award Notice in accordance with and subject to the fol

SemGroup Corporation Equity Incentive Plan Form of 2017 Performance Share Unit Award Agreement for executive officers and employees in Canada.

EXHIBIT 10.5 SemGroup Corporation Equity Incentive Plan PERFORMANCE SHARE UNIT AWARD AGREEMENT Pursuant to your Performance Share Unit Award Notice (the “Award Notice”) and this Performance Share Unit Award Agreement (this “Agreement”), SemGroup Corporation (the “Company”) has granted to you performance share units indicated in your Award Notice in accordance with the following: R E C I T A L S: W

SemGroup Reports Financial Results for First Quarter 2019

EX-99.1 2 exh991q12019earningspr.htm EXHIBIT 99.1 1Q19 EARNINGS PRESS RELEASE EXHIBIT 99.1 SemGroup Reports Financial Results for First Quarter 2019 •Higher First Quarter Segment Profit Driven by U.S. Liquids and Canadian Segments •Strategic Transactions Driving Debt Reduction Initiatives •Affirming 2019 Consolidated Adjusted EBITDA Guidance Range of Between $420 Million and $465 Million •Continue

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 7, 2019 SEMGROUP CORPORATION (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-34736 20-3533152 (Commission File Number) (IRS Employer Identification No.

SemGroup Corporation Equity Incentive Plan, as amended and restated (filed as Annex A to the Registrant’s Proxy Statement for its 2019 Annual Meeting of Stockholders, filed with the Commission on April 12, 2019, and incorporated herein by reference).

Definitive Proxy Statement Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

Credit Agreement, dated as of February 25, 2019, among SemCAMS Midstream ULC, as the borrower, the lenders party thereto and The Toronto-Dominion Bank, as administrative agent and collateral agent.

EX-10.1 Exhibit 10.1 Execution Version CREDIT AGREEMENT among SEMCAMS MIDSTREAM ULC as Borrower and THE PERSONS PARTY HERETO FROM TIME TO TIME IN THEIR CAPACITIES AS LENDERS and THE TORONTO-DOMINION BANK as Agent MADE AS OF February 25, 2019 TD SECURITIES, CANADIAN IMPERIAL BANK OF COMMERCE, BMO CAPITAL MARKETS, WELLS FARGO SECURITIES, LLC AND KKR CAPITAL MARKETS LLC as Co-Lead Arrangers and TD SE

SemCAMS Midstream Joint Venture Completes Acquisition of Meritage Midstream ULC

EX-99.1 Exhibit 99.1 SemCAMS Midstream Joint Venture Completes Acquisition of Meritage Midstream ULC Calgary, Alberta – February 25, 2019 – SemGroup® Corporation (NYSE: SEMG) and KKR today announced that SemCAMS Midstream ULC (“SemCAMS Midstream”) has closed on its acquisition of Meritage Midstream ULC’s midstream infrastructure assets in the prolific Alberta Montney resource play. SemCAMS Midstre

SemGroup Corporation Unaudited Pro Forma Condensed Financial Statements

EX-99.2 Exhibit 99.2 SemGroup Corporation Unaudited Pro Forma Condensed Financial Statements On January 9, 2019, a wholly owned subsidiary of SemGroup Corporation, SemCanada II, L.P., an Oklahoma limited partnership (“SemGroup”), and an affiliate of Kohlberg Kravis Roberts & Co. L.P. and wholly owned subsidiary of KKR Global Infrastructure Investors III L.P., KKR Alberta Midstream Inc., an Alberta

Investment and Contribution Agreement, dated as of January 9, 2019, between KKR Alberta Midstream Inc. and SemCanada II, L.P. and SemCAMS Midstream ULC (filed as Exhibit 2.1 to our current report on Form 8-K dated February 25, 2019, filed March 1, 2019, and incorporated herein by reference).

EX-2.1 Exhibit 2.1 Execution Version INVESTMENT AND CONTRIBUTION AGREEMENT BETWEEN: KKR Alberta Midstream Inc. AND SemCanada II, L.P. AND SemCAMS Midstream ULC MADE THE 9th DAY OF JANUARY, 2019 TABLE OF CONTENTS Page ARTICLE 1 INTERPRETATION 2 1.1 Definitions 2 1.2 Rules of Interpretation 19 1.3 Currency 20 1.4 Form of Payment 20 1.5 Time of Essence 20 1.6 Construction 20 1.7 SemGroup’s Knowledge

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets

8-K 1 d709787d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 25, 2019 SEMGROUP CORPORATION (Exact Name of Registrant as Specified in Its Charter) Delaware 1-34736 20-3533152 (State or Other Jurisdiction of I

Subsidiaries of SemGroup Corporation.

EXHIBIT 21 SEMGROUP CORPORATION Subsidiaries Entity Place of Incorporation/Organization SemGroup Holdings G.

Third Amendment to Amended and Restated Credit Agreement dated as of December 21, 2018, by and among SemGroup Corporation, as borrower, the lenders party thereto, and Wells Fargo Bank, National Association, as administrative agent.

EXHIBIT 10.4 Execution Version THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT THIS THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of December 21, 2018 (this “Amendment”), to the Amended and Restated Credit Agreement, dated as of September 30, 2016 (as previously amended, restated, amended and restated, or otherwise modified, the “Credit Agreement”), and entered into b

Annual Report - 10-K SEMG 12.31.2018

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-34736

Amended and Restated Certificate of Incorporation, dated as of November 30, 2009, as amended, of SemGroup Corporation (filed as Exhibit 3.1 to our annual report on Form 10-K for the fiscal year ended December 31, 2018, filed February 28, 2019, and incorporated herein by reference).

EXHIBIT 3.1 The following Certificate of Incorporation is compiled from the official Amended and Restated Certificate of Incorporation and the subsequent Amendments thereto 1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SEMGROUP CORPORATION, AS AMENDED MAY 18, 2018 FIRST: The name of the Corporation is SemGroup Corporation. SECOND: The address of the registered office of the Corporation in

White Cliffs Pipeline, L.L.C. financial statements presented pursuant to Rule 3-09 of Regulation S-X.

EXHIBIT 99.1 Index to White Cliffs Pipeline, L.L.C. Financial Statements Page White Cliffs Pipeline, L.L.C. Reports of Independent Certified Public Accountants 2 Balance Sheets as of December 31, 2018 and 2017 4 Statements of Operations for the years ended December 31, 2018, 2017 and 2016 5 Statements of Changes in Members’ Equity for the years ended December 31, 2018, 2017 and 2016 6 Statements o

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 a8k02272019-2018earningsre.htm 8-K 02.27.2019 - 2018 EARNINGS RELEASE UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 27, 2019 SEMGROUP CORPORATION (Exact Name of Registrant as Specified in Its Charter) Delaware (State

Three Months Ended Year Ended December 31, September 30, December 31, Segment Profit: 2018 2017 2018 2018 2017 U.S. Liquids $ 85,474 $ 87,283 $ 75,500 $ 309,423 $ 229,208 U.S. Gas 17,602 14,540 19,754 67,070 67,805 Canada 17,226 23,667 20,543 81,330

EXHIBIT 99.1 SemGroup Reports Financial Results for Fourth Quarter and Full-Year 2018 • Strong 4Q and Full-Year Results Reflect Higher Transportation Volumes and Terminalling Revenues • Expect 2019 Consolidated Adjusted EBITDA of Between $420 Million and $465 Million • Raised $1.6 Billion Through Strategic Transactions Since 2017 to Support Balance Sheet Goals Tulsa, Okla. - February 27, 2019 - Se

SEMG / Semgroup Corp. / Harvest Fund Advisors LLC - SCHEDULE 13G AMENDMENT NO. 1 Passive Investment

SC 13G/A 1 d658942dsc13ga.htm SCHEDULE 13G AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* SEMGROUP CORPORATION (Name of Issuer) Class A Common Stock (Title of Class of Securities) 81663A105 (CUSIP Number) December 31, 2018 (Date of Event which Requires Filing of this Statement) Check

SEMG / Semgroup Corp. / BROOKFIELD INVESTMENT MANAGEMENT INC. - SC 13G Passive Investment

SC 13G 1 a19-47216sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* SemGroup Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 2381663A105 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designat

Brookfield Public Securities Group LLC, which is a subsidiary of Brookfield Asset Management Inc., is a registered investment adviser under Section 203 of the Investment Advisers Act of 1940.

EXHIBIT 99.X Brookfield Public Securities Group LLC, which is a subsidiary of Brookfield Asset Management Inc., is a registered investment adviser under Section 203 of the Investment Advisers Act of 1940.

SEMG / Semgroup Corp. / VANGUARD GROUP INC Passive Investment

semgroupcorp.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 6 )* Name of issuer: SemGroup Corp Title of Class of Securities: Common Stock CUSIP Number: 81663A105 Date of Event Which Requires Filing of this Statement: December 31, 2018 Check the appropriate box to design

SEMG / Semgroup Corp. / TORTOISE CAPITAL ADVISORS, L.L.C. Passive Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 SemGroup Corporation (Name of Issuer) Common Units Representing Limited Partner Interests (Title of Class of Securities) 81663A105 (CUSIP Number) December 31, 2018 (Date of E

SEMG / Semgroup Corp. / DIMENSIONAL FUND ADVISORS LP - SCHEDULE 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* SEMGROUP CORP-CLASS A (Name of Issuer) Common Stock (Title of Class of Securities) 81663A105 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this S

SEMG / Semgroup Corp. / CHICKASAW CAPITAL MANAGEMENT LLC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 chickasaw20190122fsc13ga.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 5)* SemGroup Corporation (Name of Issuer) Class A Common Stock (Title of Class of Securities) 81663A105 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 a8k1142019.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 9, 2019 SEMGROUP CORPORATION (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-34736 20-3

SemGroup and KKR Form Canadian Joint Venture and Acquire Meritage Midstream ULC

EX-99.1 2 semcamsmidstreamjvpressre.htm EXHIBIT 99.1 EXHIBIT 99.1 SemGroup and KKR Form Canadian Joint Venture and Acquire Meritage Midstream ULC • SemGroup to own 51% and KKR to own 49% of the new company, SemCAMS Midstream ULC; SemGroup’s contribution of SemCAMS’ shares and assets to SemCAMS Midstream valued at C$1.15 billion (US$860 million) • Cash proceeds received from the formation of joint

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 2, 2018 SEMGROUP CORPORATION (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-34736 20-3533152 (Commission File Number) (IRS Employer Identification No.

Quarterly Report - 10-Q SEMG 9.30.18

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2018 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-34736

SemGroup Corporation Board of Directors Compensation Plan effective September 26, 2018.

EX-10.1 2 a93018exhibit101.htm EXHIBIT 10.1 BOARD COMPENSATION PLAN EXHIBIT 10.1 SEMGROUP CORPORATION Board of Directors Compensation Plan Effective September 26, 2018 Total annual compensation for the non-executive Board members of SemGroup Corporation will be paid both in a retainer (either in cash or in equity, or a combination thereof) and in an equity grant of SemGroup Corporation. Total Comp

SemGroup Reports Financial Results for Third Quarter 2018

EXHIBIT 99.1 SemGroup Reports Financial Results for Third Quarter 2018 Tulsa, Okla. - November 7, 2018 - SemGroup® Corporation (NYSE:SEMG) today reported third quarter 2018 net income of $8.4 million, compared to net loss of $2.7 million in second quarter 2018 and net loss of $19.1 million in third quarter 2017. The improvement in quarter over quarter earnings is primarily due to an unrealized gai

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 7, 2018 SEMGROUP CORPORATION (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-34736 20-3533152 (Commission File Number) (IRS Employer Identification No.

First Supplemental Indenture, dated as of May15, 2018, among SemGroup Corporation, the subsidiaries of SemGroup Corporation named therein as “Guaranteeing Subsidiaries,” Rose Rock Finance Corporation, the subsidiaries of SemGroup Corporation named therein as the other “Subsidiary Guarantors” and Wilmington Trust, National Association, as trustee.

EXHIBIT 4.3 FIRST SUPPLEMENTAL INDENTURE FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of May 15, 2018, among SemGroup Corporation, a Delaware corporation (“SemGroup”), Beachhead Holdings LLC, Beachhead I LLC and Beachhead II LLC (the “Guaranteeing Subsidiaries”), each an indirect wholly-owned subsidiary of SemGroup, Rose Rock Finance Corporation, a Delaware corporation (t

Third Supplemental Indenture, dated as of May 15, 2018, among SemGroup Corporation, the subsidiaries of SemGroup Corporation named therein as “Guaranteeing Subsidiaries,” Rose Rock Finance Corporation, the subsidiaries of SemGroup Corporation named therein as the other “Subsidiary Guarantors” and Wilmington Trust, National Association, as trustee.

EX-4.1 2 a63018exhibit41.htm EXHIBIT 4.1 - THIRD SUPPLEMENTAL INDENTURE EXHIBIT 4.1 THIRD SUPPLEMENTAL INDENTURE THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of May 15, 2018, among SemGroup Corporation, a Delaware corporation (“SemGroup”), Beachhead Holdings LLC, Beachhead I LLC and Beachhead II LLC (the “Guaranteeing Subsidiaries”), each an indirect wholly-owned subsidia

SemGroup Corporation Board of Directors Compensation Plan effective June 1, 2018.

EXHIBIT 10.3 SEMGROUP CORPORATION Board of Directors Compensation Plan Effective June 1, 2018 Total annual compensation for the non-executive Board members of SemGroup Corporation will be paid both in a retainer (either in cash or in equity, or a combination thereof) and in an equity grant of SemGroup Corporation. Total Compensation 1 Annual Retainer 2, 3, 4 Annual Equity Grant 4 Non-Executive Cha

Second Supplemental Indenture, dated as of May 15, 2018, among SemGroup Corporation, the subsidiaries of SemGroup Corporation named therein as “Guaranteeing Subsidiaries,” Rose Rock Finance Corporation, the subsidiaries of SemGroup Corporation named therein as the other “Subsidiary Guarantors” and Wilmington Trust, National Association, as trustee.

EX-4.2 3 a63018exhibit42.htm EXHIBIT 4.2 - SECOND SUPPLEMENTAL INDENTURE EXHIBIT 4.2 SECOND SUPPLEMENTAL INDENTURE SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of May 15, 2018, among SemGroup Corporation, a Delaware corporation (“SemGroup”), Beachhead Holdings LLC, Beachhead I LLC and Beachhead II LLC (the “Guaranteeing Subsidiaries”), each an indirect wholly-owned subsi

Quarterly Report - 10-Q SEMG 6.30.17

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2018 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-34736 SEMGR

First Supplemental Indenture, dated as of May15, 2018, among SemGroup Corporation, the subsidiaries of SemGroup Corporation named therein as “Guaranteeing Subsidiaries,” Rose Rock Finance Corporation, the subsidiaries of SemGroup Corporation named therein as the other “Subsidiary Guarantors” and Wilmington Trust, National Association, as trustee.

EXHIBIT 4.4 FIRST SUPPLEMENTAL INDENTURE FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of May 15, 2018, among SemGroup Corporation, a Delaware corporation (“SemGroup”), Beachhead Holdings LLC, Beachhead I LLC and Beachhead II LLC (the “Guaranteeing Subsidiaries”), each an indirect wholly-owned subsidiary of SemGroup, Rose Rock Finance Corporation, a Delaware corporation (t

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 8, 2018 SEMGROUP CORPORATION (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-34736 20-3533152 (Commission File Number) (IRS Employer Identification No.

SemGroup Reports Improved Earnings for Second Quarter 2018

EX-99.1 2 exh991semgpressrelease2q20.htm EXHIBIT 99.1 2Q18 EARNINGS PRESS RELEASE EXHIBIT 99.1 SemGroup Reports Improved Earnings for Second Quarter 2018 Tulsa, Okla. - August 8, 2018 - SemGroup® Corporation (NYSE:SEMG) today reported second quarter 2018 net loss of $2.7 million, compared to net loss of $33.0 million in first quarter 2018 and net income of $9.6 million in second quarter 2017. The

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

8-K 1 d673651d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 26, 2018 SEMGROUP CORPORATION (Exact Name of Registrant as Specified in Its Charter) Delaware 1-34736 20-3533152 (State or Other Jurisdiction of Incorporat

Amendment and Restatement Agreement, dated as of June 26, 2018, among Buffalo Gulf Coast Terminals LLC, as the parent, HFOTCO LLC, as the borrower, the lenders party thereto, Toronto Dominion (Texas) LLC, as administrative agent, and Morgan Stanley Senior Funding, Inc. as existing agent (filed as Exhibit 10.1 to our current report on Form 8-K dated June 26, 2018, filed July 2, 2018).

EX-10.1 2 d673651dex101.htm EX-10.1 Exhibit 10.1 Execution Version AMENDMENT AND RESTATEMENT AGREEMENT AMENDMENT AND RESTATEMENT AGREEMENT, dated as of June 26, 2018 (this “Agreement”), among BUFFALO GULF COAST TERMINALS LLC (the “Parent”), HFOTCO LLC (the “Borrower”), the LENDERS, and TORONTO DOMINION (TEXAS) LLC (“TD”), as Administrative Agent (the “Administrative Agent”), MORGAN STANLEY SENIOR

Amendment No. 2 to Continuing Covenant Agreement, dated as of June 26, 2018, between HFOTCO LLC, as obligor, Buffalo Gulf Coast Terminals LLC, as the parent, Bank of America, N.A., as administrative agent and collateral agent, and the bondholders party thereto.

EX-10.2 Exhibit 10.2 EXECUTION VERSION AMENDMENT NO. 2 TO CONTINUING COVENANT AGREEMENT This AMENDMENT NO. 2 dated as of June 26, 2018 (this “Amendment”) is by and among BUFFALO GULF COAST TERMINALS LLC (“Parent”), HFOTCO LLC (“Obligor”), BANK OF AMERICA, N.A., as administrative agent and collateral agent (the “Administrative Agent”), and the BONDHOLDERS signatory hereto and amends, and provides c

Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

8-K 1 semg8k2018annualmeeting.htm 8-K SEMG 2018 ANNUAL MEETING UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 16, 2018 SEMGROUP CORPORATION (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdic

Certificate of Amendment of Amended and Restated Certificate of Incorporation, as amended, of SemGroup Corporation.

EX-3.1 2 exhibit31.htm EXHIBIT 3.1 SEMG CERTIFICATE OF AMENDMENT EXHIBIT 3.1 CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SEMGROUP CORPORATION SemGroup Corporation (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware, hereby certifies as follows: 1. This Certificate of Amendment (the “Certificate of

SemGroup Corporation Equity Incentive Plan Form of 2018 Performance Share Unit Award Agreement for executive officers and employees in the United States.

EX-10.3 2 a33118exhibit103.htm EXHIBIT 10.3 2018 PERFORMANCE AWARD AGREEMENT EXHIBIT 10.3 SemGroup Corporation Equity Incentive Plan PERFORMANCE SHARE UNIT AWARD AGREEMENT Pursuant to your Performance Share Unit Award Notice (the “Award Notice”) and this Performance Share Unit Award Agreement (this “Agreement”), SemGroup Corporation (the “Company”) has granted to you performance share units indica

SEMG / Semgroup Corp. 10-Q 3.31.18 (Quarterly Report)

10-Q 1 semg3311810-q.htm 10-Q 3.31.18 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2018 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from t

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 8, 2018 SEMGROUP CORPORATION (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-34736 20-3533152 (Commission File Number) (IRS Employer Identification No.

SemGroup Reports Financial Results for First Quarter 2018

EX-99.1 2 exh991semgpressrelease1q20.htm EXHIBIT 99.1 1Q18 PRESS RELEASE EXHIBIT 99.1 SemGroup Reports Financial Results for First Quarter 2018 Tulsa, Okla. - May 8, 2018 - SemGroup® Corporation (NYSE:SEMG) today reported first quarter 2018 net loss of $33.0 million, compared to net income of $2.6 million in fourth quarter 2017 and net loss of $10.3 million in first quarter 2017. The decrease from

SEMG / Semgroup Corp. DEFINITIVE NOTICE & PROXY STATEMENT

Definitive Notice & Proxy Statement Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

SEMG / Semgroup Corp. / Harvest Fund Advisors LLC - SC 13G Passive Investment

SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* SEMGROUP CORPORATION (Name of Issuer) Class A Common Stock (Title of Class of Securities) 81663A105 (CUSIP Number) March 30, 2018 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to wh

SEMG / Semgroup Corp. / Harvest Fund Holdco L.p. - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934* (Amendment No. 2) SEMGROUP CORPORATION (Name of Issuer) Class A Common Stock, par value $0.01 per share (Title of Class of Securities) 81663A105 (CUSIP Number) John G. Finley c/o The Blackstone Group L.P. 345 Park Avenue New York, New York 10154 Tel: (212) 583-50

JOINT FILING AGREEMENT

Exhibit A Exhibit A JOINT FILING AGREEMENT Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”) the undersigned hereby agree to the joint filing on behalf of each of them of any filing required by such party under Section 13 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with respect to securities of SemGroup Corporation, a Delaware corporation, and further agree to the filing, furnishing, and/or incorporation by reference of this Agreement as an exhibit thereto.

POWER OF ATTORNEY

Exhibit B Exhibit B POWER OF ATTORNEY Know all by these presents that Eric M. Conklin does hereby make, constitute and appoint Anthony Merhige and David Thayer, or either one of them, as a true and lawful attorney-in-fact of the undersigned with full powers of substitution and revocation, for and in the name, place and stead of the undersigned (both in the undersigned’s individual capacity and as

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 15, 2018 SEMGROUP CORPORATION (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-34736 20-3533152 (Commission File Number) (IRS Employer Identification No.

SemGroup Corporation Unaudited Pro Forma Combined Condensed Financial Statements

EX-99.1 3 d555286dex991.htm EX-99.1 Exhibit 99.1 SemGroup Corporation Unaudited Pro Forma Combined Condensed Financial Statements On July 17, 2017, SemGroup Corporation (“SemGroup”) completed the acquisition of Buffalo Parent Gulf Coast Terminals LLC (“BPGCT”), which owns and operates HFOTCO LLC doing business as Houston Fuel Oil Terminal Company (“HFOTCO”), for a purchase price paid, or to be pai

Membership Interest Purchase Agreement, dated as of January 5, 2018, between SemMaterials, L.P. and SemMexico, L.L.C. and Ergon Asfaltos Mexico HC, LLC, Ergon Mexico HC, LLC, and Ergon Asphalt & Emulsions, Inc. (filed as Exhibit 2 to our current report on Form 8-K dated March 15, 2018, filed March 20, 2018, and incorporated herein by reference).

EX-2 Exhibit 2 EXECUTION VERSION MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among ERGON ASFALTOS MEXICO HC, LLC AND ERGON MEXICO HC, LLC as Buyers, SEMMATERIALS, L.

SEMG / Semgroup Corp. PRELIMINARY PROXY STATEMENT

Preliminary Proxy Statement Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

SemGroup Reports Higher Financial Results for Fourth Quarter and Full-Year 2017

EX-99.1 2 semgpressrelease4q2017.htm EXHIBIT 99.1 PRESS RELEASE EXHIBIT 99.1 SemGroup Reports Higher Financial Results for Fourth Quarter and Full-Year 2017 • Transformed Portfolio Substantially Increasing Take-or-Pay Cash Flows • Raised $790 Million through Asset Sales, Preferred Equity Placement • Strong 4Q Results Driven by New Gulf Coast Assets and Canadian Business • Expect 2018 Adjusted EBIT

Financial Statements and Exhibits, Results of Operations and Financial Condition

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 26, 2018 SEMGROUP CORPORATION (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-34736 20-3533152 (Commission File Number) (IRS Employer Identification No.

SEMG / Semgroup Corp. SEMG 12.21.2017 10-K (Annual Report)

10-K 1 semg1231201710-k.htm SEMG 12.21.2017 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transit

Second Amendment to Amended and Restated Credit Agreement, dated as of February 20, 2018, by and among SemGroup Corporation, as borrower, the guarantors named therein, the lenders named therein, and Wells Fargo Bank, National Association, as administrative agent.

Exhibit 10.3 SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT THIS SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of February 20, 2018 (this “Amendment”), to the Amended and Restated Credit Agreement, dated as of September 30, 2016 (as previously amended, restated, amended and restated, or otherwise modified, the “Credit Agreement”), and entered into by, among others,

Form of Severance Agreement between SemGroup Corporation and each of its executive officers other than Carlin G. Conner.

EX-10.19 3 semg201710kexhibit1019.htm EXHIBIT 10.19 AGREEMENT EXHIBIT 10.19 SemGroup Corporation Severance Agreement Table of Contents ARTICLE 1 Definitions 1 1.1 "Accrued Annual Bonus" 1 1.2 "Accrued Base Salary" 1 1.3 "Accrued Obligations" 1 1.4 "Affiliate" 1 1.5 "Agreement Date" 1 1.6 "Agreement Term 2 1.7 "Annual Bonus" 2 1.8 "Article" 2 1.9 "Base Salary" 2 1.10 "Beneficial Owner" 2 1.11 "Bene

White Cliffs Pipeline, L.L.C. financial statements presented pursuant to Rule 3-09 of Regulation S-X.

Exhibit EXHIBIT 99.1 Index to White Cliffs Pipeline, L.L.C. Financial Statements

Subsidiaries of SemGroup Corporation.

EXHIBIT 21 SEMGROUP CORPORATION Subsidiaries Entity Place of Incorporation/Organization SemGroup Holdings G.

SEMG / Semgroup Corp. / DIMENSIONAL FUND ADVISORS LP - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* SEMGROUP CORP-CLASS A (Name of Issuer) Common Stock (Title of Class of Securities) 81663A105 (CUSIP Number) December 31, 2017 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sc

SEMG / Semgroup Corp. / VANGUARD GROUP INC Passive Investment

semgroupcorp.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 5 )* Name of issuer: SemGroup Corp Title of Class of Securities: Common Stock CUSIP Number: 81663A105 Date of Event Which Requires Filing of this Statement: December 31, 2017 Check the appropriate box to design

SEMG / Semgroup Corp. / IRIDIAN ASSET MANAGEMENT LLC/CT Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5)* Semgroup Corporation (Name of Issuer) Common Stock – Class A (Title of Class of Securities) 81663A105 (CUSIP Number) December 31, 2017 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to whi

SEMG / Semgroup Corp. / PRUDENTIAL FINANCIAL INC Passive Investment

13G HTML File DOCUMENT TYPE SC 13G/A TEXT SECURITIES AND EXCHANGE COMMISSION Washington, D.

SEMG / Semgroup Corp. / CHICKASAW CAPITAL MANAGEMENT LLC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 4)* SemGroup Corporation (Name of Issuer) Class A Common Stock (Title of Class of Securities) 81663A105 (CUSIP Number) December 31, 2017 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedu

SemGroup Corporation Offer to Exchange up to $300,000,000 of 7.250% Senior Notes due 2026 That Have Not Been Registered Under the Securities Act of 1933 up to $300,000,000 of 7.250% Senior Notes due 2026 That Have Been Registered Under the Securities

424b3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-222473 PROSPECTUS SemGroup Corporation Offer to Exchange up to $300,000,000 of 7.250% Senior Notes due 2026 That Have Not Been Registered Under the Securities Act of 1933 for up to $300,000,000 of 7.250% Senior Notes due 2026 That Have Been Registered Under the Securities Act of 1933 Terms of the new 7.250% Senior Notes

SemGroup Corporation Offer to Exchange up to $325,000,000 of 6.375% Senior Notes due 2025 That Have Not Been Registered Under the Securities Act of 1933 up to $325,000,000 of 6.375% Senior Notes due 2025 That Have Been Registered Under the Securities

424B3 1 d501691d424b3.htm 424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-222464 PROSPECTUS SemGroup Corporation Offer to Exchange up to $325,000,000 of 6.375% Senior Notes due 2025 That Have Not Been Registered Under the Securities Act of 1933 for up to $325,000,000 of 6.375% Senior Notes due 2025 That Have Been Registered Under the Securities Act of 1933 Terms of th

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 16, 2018 SEMGROUP CORPORATION (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-34736 20-3533152 (Commission File Number) (IRS Employer Identification No.

Securities Purchase Agreement, dated as of January 16, 2018, by and among SemGroup Corporation, WP SemGroup Holdings, L.P., Atlas Point Energy Infrastructure Fund, LLC and several affiliates of Tortoise Capital Advisors, L.L.C. (filed as Exhibit 10.1 to our current report on Form 8-K dated January 16, 2018, filed January 19, 2018).

EX-10.1 3 d527578dex101.htm EX-10.1 Exhibit 10.1 EXECUTION VERSION SECURITIES PURCHASE AGREEMENT by and among SEMGROUP CORPORATION and THE PURCHASERS NAMED HEREIN January 16, 2018 This Securities Purchase Agreement contains a number of representations and warranties which the Company and the Purchasers have made to each other as of the date of the Securities Purchase Agreement. Information concern

Certificate of Designations of Series A Cumulative Perpetual Convertible Preferred Stock of SemGroup Corporation, filed with the Secretary of State of the State of Delaware on January 19, 2018 (including form of stock certificate for our Series A Cumulative Perpetual Convertible Preferred Stock attached as Exhibit A thereto) (filed as Exhibit 3.1 to our current report on Form 8-K dated January 16, 2018, filed January 19, 2018, and incorporated herein by reference).

EX-3.1 2 d527578dex31.htm EX-3.1 Exhibit 3.1 CERTIFICATE OF DESIGNATIONS OF SERIES A CUMULATIVE PERPETUAL CONVERTIBLE PREFERRED STOCK OF SEMGROUP CORPORATION Pursuant to Section 151 of the General Corporation Law of the State of Delaware: SEMGROUP CORPORATION, a Delaware corporation, certifies that pursuant to the authority contained in Article Fourth of its Amended and Restated Certificate of Inc

SEMG / Semgroup Corp. ESP

Acceleration Request SemGroup Corporation Two Warren Place 6120 S. Yale Avenue, Suite 1500 Tulsa, OK 74136-4231 January 19, 2018 Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: H. Roger Schwall, Assistant Director Re: SemGroup Corporation Registration Statement on Form S-4 File No. 333-222464 Dear Mr. Schwall: Pursuant to Rule

SEMG / Semgroup Corp. ESP

Acceleration Request SemGroup Corporation Two Warren Place 6120 S. Yale Avenue, Suite 1500 Tulsa, OK 74136-4231 January 19, 2018 Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: H. Roger Schwall, Assistant Director Re: SemGroup Corporation Registration Statement on Form S-4 File No. 333-222473 Dear Mr. Schwall: Pursuant to Rule

SEMG / Semgroup Corp. / CHICKASAW CAPITAL MANAGEMENT LLC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* SemGroup Corporation (Name of Issuer) Class A Common Stock (Title of Class of Securities) 81663A105 (CUSIP Number) June 30, 2017 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule i

SemGroup Corporation Unaudited Pro Forma Combined Condensed Financial Statements

EX-99.2 Exhibit 99.2 SemGroup Corporation Unaudited Pro Forma Combined Condensed Financial Statements On July 17, 2017, SemGroup Corporation (?SemGroup?) completed the acquisition of Buffalo Parent Gulf Coast Terminals LLC (?BPGCT?), which owns and operates HFOTCO LLC doing business as Houston Fuel Oil Terminal Company (?HFOTCO?), for a purchase price paid, or to be paid, in two payments. The firs

SemGroup Corporation to Sell Mexican Asphalt Business for $70 Million

EX-99.1 Exhibit 99.1 SemGroup Corporation to Sell Mexican Asphalt Business for $70 Million Tulsa, Okla. – Jan. 8, 2018 – SemGroup® Corporation (NYSE:SEMG) today announced that it has reached an agreement to sell its asphalt business, SemMaterials México, to Ergon Asfaltos México HC, LLC, for an estimated $70 million including a reimbursement of approximately $15 million of net working capital, sub

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

8-K 1 d522222d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 4, 2018 SEMGROUP CORPORATION (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-34736

Corrected Certificate of Formation of SemGroup Europe Holding, L.L.C. (filed as Exhibit 3.15 to the 6.375% Notes Form S-4, and incorporated herein by reference).

Exhibit 3.15 State of Delaware Secretary of State Division of Corporations Delivered 01:51 PM 01/05/2006 FILED 01.25 PM 01/05/2006 SR7 060011209 - 4088356 FILE CORRECTED CERTIFICATE OF FORMATION OF SEMGROUP UK HOLDING, L.L.C. The undersigned, pursuant to Section 18-211(b) of the Delaware limited Liability Company Act, hereby states that on January 3, 2006, the Certificate of Formation was submitte

Statement of Eligibility on Form T-1 of Wilmington Trust, National Association.

EX-25 Exhibit 25 File No. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) WILMINGTON TRUST, NATIONAL ASSOCIATION (Exact name of trustee as specified in its charter) 16-1486454 (I

Articles of Organization of SemOperating G.P., LLC, as amended (filed as Exhibit 3.17 to the 6.375% Notes Form S-4, and incorporated herein by reference).

Exhibit 3.17 The following articles of organization compiled from the official articles of organization and subsequent amendments. FILED APR 19 2002 OKLAHOMA SECRETARY OF STATE ARTICLES OF ORGANIZATION OF SEMINOLE GROUP OPERATING G.P., L.L.C. TO: THE OKLAHOMA SECRETARY OF STATE 101 State Capitol Building Oklahoma City, Oklahoma 73105 The undersigned, for the purpose of forming a limited liability

As filed with the Securities and Exchange Commission on January 8, 2018

S-4 1 d497113ds4.htm FORM S-4 Table of Contents As filed with the Securities and Exchange Commission on January 8, 2018 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SEMGROUP CORPORATION* (Exact name of registrant as specified in its charter) 1389 (Primary Standard Industrial Classifica

Amended and Restated Operating Agreement of SemCrude Pipeline, L.L.C. (filed as Exhibit 3.26 to the 6.375% Notes Form S-4, and incorporated herein by reference).

Exhibit 3.26 AMENDED AND RESTATED OPERATING AGREEMENT OF SEMCRUDE PIPELINE, L.L.C. WHEREAS, the sole Member (as defined below) wishes to amend and restate the Operating Agreement (this ?Agreement?) of SemCrude Pipeline, L.L.C. as of August 5, 2016. 1. Formation. SemCrude Pipeline, L.L.C. (the ?Company?) is a limited liability company organized under the provisions of the Delaware Limited Liability

Restated Articles of Organization of Mid-America Midstream Gas Services, L.L.C., as amended (filed as Exhibit 3.23 to the 6.375% Notes Form S-4, and incorporated herein by reference).

Exhibit 3.23 The following restated articles of organization are compiled from the official restated articles of organization and subsequent amendments. FILED - Oklahoma Secretary of State #3512242911 08/07/2013 OKLAHOMA Secretary of State Electronic Filing Restated Articles Of Organization Document Number 22435880002 Submit Date ? 8/7/2013 The undersigned, for the purpose of filing restated artic

Limited Liability Company Agreement of Rose Rock Midstream Field Services, LLC (filed as Exhibit 3.12 to the 6.375% Notes Form S-4, and incorporated herein by reference).

EX-3.12 Exhibit 3.12 LIMITED LIABILITY COMPANY AGREEMENT OF ROSE ROCK MIDSTREAM FIELD SERVICES, LLC A Delaware Limited Liability Company This LIMITED LIABILITY COMPANY AGREEMENT of ROSE ROCK MIDSTREAM FIELD SERVICES, LLC (this “Agreement”), dated as of July 12, 2013, is adopted, executed and agreed to by the sole Member (as defined below). 1. Formation. Rose Rock Midstream Field Services, LLC (the

Computation of Ratio of Earnings to Fixed Charges.

EX-12 Exhibit 12 SemGroup Corporation Computation of Ratio of Earnings to Fixed Charges (dollars in thousands) Nine Months Ended September 30, 2017 Year Ended December 31, 2016 Year Ended December 31, 2015 Year Ended December 31, 2014 Year Ended December 31, 2013 Year Ended December 31, 2012 Pretax income from continuing operations before adjustment for minority interests in consolidated subsidiar

As filed with the Securities and Exchange Commission on January 8, 2018

Form S-4 Table of Contents As filed with the Securities and Exchange Commission on January 8, 2018 Registration No.

First Amended and Restated Agreement of Limited Partnership of Rose Rock Midstream Crude, L.P. (filed as Exhibit 3.10 to the 6.375% Notes Form S-4, and incorporated herein by reference).

Exhibit 3.10 FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ROSE ROCK MIDSTREAM CRUDE, L.P. THIS FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ROSE ROCK MIDSTREAM CRUDE, L.P., dated as of December 29, 2017 (this ?A&R Partnership Agreement?), is adopted, executed and agreed to by Rose Rock Midstream Energy GP, LLC, a Delaware limited liability company, as General Pa

Statement of Eligibility on Form T-1 of Wilmington Trust, National Association.

Exhibit 25.1 File No. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ? CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) WILMINGTON TRUST, NATIONAL ASSOCIATION (Exact name of trustee as specified in its charter) 16-1486454 (I.R.S

Certificate of Formation of Rose Rock Midstream Energy GP, LLC (filed as Exhibit 3.7 to the 6.375% Notes Form S-4, and incorporated herein by reference).

Exhibit 3.7 CERTIFICATE OF FORMATION OF ROSE ROCK MIDSTREAM ENERGY GP, LLC This Certificate of Formation of Rose Rock Midstream Energy GP, LLC (the ?Company?) is being executed by the undersigned for the purpose of forming a limited liability company pursuant to the Delaware Limited Liability Company Act, as amended. 1. The name of the Company is Rose Rock Midstream Energy GP, LLC. 2. The name and

SEMG / Semgroup Corp. ESP

SemGroup Corporation Two Warren Place 6120 S. Yale Avenue, Suite 1500 Tulsa, OK 74136-4231 January 8, 2018 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: SemGroup Corporation Registration Statement on Form S-4 Ladies and Gentlemen: Reference is made to the Registration Statement on Form S-4 (the ?Registration Statemen

First Amended and Restated Agreement of Limited Partnership of SemGas, L.P. (filed as Exhibit 3.14 to the 6.375% Notes Form S-4, and incorporated herein by reference).

Exhibit 3.14 FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF SEMGAS, L.P. THIS FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF SEMGAS, L.P., dated as of April 5, 2017, is adopted, executed and agreed to by SemOperating G.P., L.L.C., an Oklahoma limited liability company, as General Partner, and SemGroup Corporation, a Delaware corporation, as Limited Partner. ARTICLE

Operating Agreement of Wattenberg Holding, LLC (filed as Exhibit 3.28 to the 6.375% Notes Form S-4, and incorporated herein by reference).

Exhibit 3.28 OPERATING AGREEMENT OF WATTENBERG HOLDING, LLC This Operating Agreement (this ?Agreement?) of Wattenberg Holding, LLC, an Oklahoma limited liability company (the ?Company?), dated as of February 13, 2015, is made by and between Rose Rock Midstream Operating, LLC (the ?Member?), as the sole member of the Company, and the Company. This Agreement amends and restates in its entirety the O

First Amended and Restated Agreement of Limited Partnership of SemMaterials, L.P. (filed as Exhibit 3.32 to the 6.375% Notes Form S-4, and incorporated herein by reference).

Exhibit 3.32 FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF SEMMATERIALS, L.P. THIS FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF SEMMATERIALS, L.P., dated as of December 29, 2017 (this ?A&R Partnership Agreement?), is adopted, executed and agreed to by SemOperating G.P., L.L.C., an Oklahoma limited liability company, as General Partner, and SemGroup Corporation, a

Articles of Organization of Glass Mountain Holding, LLC (filed as Exhibit 3.29 to the 6.375% Notes Form S-4, and incorporated herein by reference).

Exhibit 3.29 The following certificate is compiled from the official certificate and subsequent amendments. FILED - Oklahoma Secretary of State #3512354817 04/16/2012 OKLAHOMA Secretary of State Electronic Filing ARTICLES OF ORGANIZATION DOMESTIC LIMITED LIABILITY COMPANY Document Number: 18994510002 Submit Date: 4/16/2012 LIMITED LIABILITY COMPANY NAME The name of the Limited Liability Company is

Certificate of Limited Partnership of SemGas, L.P., as amended (filed as Exhibit 3.13 to the 6.375% Notes Form S-4, and incorporated herein by reference).

Exhibit 3.13 The following certificate is compiled from the official certificate and subsequent amendments. FILED JAN 19 2001 OKLAHOMA SECRETARY OF STATE CERTIFICATE OF OKLAHOMA LIMITED PARTNERSHIP TO: OKLAHOMA SECRETARY OF STATE 2300 North Lincoln Boulevard, Room 101 State Capitol Building Oklahoma City, Oklahoma 73105-4897 The undersigned, for the purpose of forming a limited partnership under t

Operating Agreement of SemGroup Europe Holding, L.L.C., as amended (filed as Exhibit 3.16 to the 6.375% Notes Form S-4, and incorporated herein by reference).

Exhibit 3.16 The following Operating Agreement is compiled from the actual Operating Agreement and subsequent amendment. OPERATING AGREEMENT OF SEMGROUP EUROPE HOLDING, L.L.C. A DELAWARE LIMITED LIABILITY COMPANY TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 Section 1.1 Definitions 1 ARTICLE II FORMATION OF COMPANY 2 Section 2.1 Formation 2 Section 2.2 Name 2 Section 2.3 Principal Place of Busine

Operating Agreement of SemMexico, L.L.C., as amended (filed as Exhibit 3.20 to the 6.375% Notes Form S-4, and incorporated herein by reference).

Exhibit 3.20 The following Operating Agreement is compiled from the actual Operating Agreement and subsequent amendment. OPERATING AGREEMENT OF SEMMEXICO, L.L.C. AN OKLAHOMA LIMITED LIABILITY COMPANY TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 Section 1.1 Definitions 1 ARTICLE II FORMATION OF COMPANY 2 Section 2.1 Formation 2 Section 2.2 Name 2 Section 2.3 Principal Place of Business 2 Section

Limited Liability Company Agreement of Rose Rock Midstream Operating, LLC, as amended (filed as Exhibit 3.6 to the 6.375% Notes Form S-4, and incorporated herein by reference).

Exhibit 3.6 The following Limited Liability Company Agreement is compiled from the actual Limited Liability Company Agreement and subsequent amendment. LIMITED LIABILITY COMPANY AGREEMENT OF ROSE ROCK MIDSTREAM OPERATING, LLC This Limited Liability Company Agreement (this ?Agreement?) of Rose Rock Midstream Operating, LLC is adopted, executed, and agreed to by the sole Member (as defined below), a

Certificate of Limited Partnership of SemMaterials, L.P., as amended (filed as Exhibit 3.31 to the 6.375% Notes Form S-4, and incorporated herein by reference).

Exhibit 3.31 The following certificate is compiled from the official certificate and subsequent amendments. FILED - Oklahoma Secretary of State #3312052254 10/28/2004 14:33 10/28/2004 2:12 PM OKLAHOMA SECRETARY OF STATE OKLAHOMA CERTIFICATE OF LIMITED PARTNERSHIP TO: OKLAHOMA SECRETARY OF STATE 2300 N. Lincoln Blvd., Room 101, State Capitol Building Oklahoma City, Oklahoma 73105-4897 (405) 522-456

Amended and Restated Operating Agreement of Glass Mountain Holding, LLC (filed as Exhibit 3.30 to the 6.375% Notes Form S-4, and incorporated herein by reference).

Exhibit 3.30 AMENDED AND RESTATED OPERATING AGREEMENT OF GLASS MOUNTAIN HOLDING, LLC This Amended and Restated Operating Agreement (this ?Agreement?) of Glass Mountain Holding, LLC, an Oklahoma limited liability company (the ?Company?), dated as of February 13, 2015, is made by and between Rose Rock Midstream Operating, LLC (the ?Member?), as the sole member of the Company, and the Company. This A

Amended and Restated Operating Agreement of Mid-America Midstream Gas Services, L.L.C. (filed as Exhibit 3.24 to the 6.375% Notes Form S-4, and incorporated herein by reference).

Exhibit 3.24 AMENDED AND RESTATED OPERATING AGREEMENT OF MID-AMERICA MIDSTREAM GAS SERVICES, L.L.C. An Oklahoma Limited Liability Company This AMENDED AND RESTATED OPERATING AGREEMENT (this ?Agreement?) of MID-AMERICA MIDSTREAM GAS SERVICES, L.L.C. (the ?Company?) is adopted, executed and agreed to by the sole Member (as defined below) effective as of August 1, 2013. RECITALS A. The Company is cur

First Amended and Restated Limited Liability Company Agreement of SemDevelopment, L.L.C. (filed as Exhibit 3.22 to the 6.375% Notes Form S-4, and incorporated herein by reference).

EX-3.22 Exhibit 3.22 FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF SEMDEVELOPMENT, L.L.C. A DELAWARE LIMITED LIABILITY COMPANY THIS FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “A&R LLC Agreement”) is made and entered into effective as of December 29, 2017, by and between SemGroup Corporation, a Delaware corporation (the “Member”), and SemDevelopment, L.

Operating Agreement of SemOperating G.P., L.L.C., as amended (filed as Exhibit 3.18 to the 6.375% Notes Form S-4, and incorporated herein by reference).

Exhibit 3.18 The following Operating Agreement is compiled from the actual Operating Agreement and subsequent amendment. OPERATING AGREEMENT OF SEMOPERATING G.P., L.L.C. (FORMERLY SEMINOLE GROUP OPERATING G.P., L.L.C.) AN OKLAHOMA LIMITED LIABILITY COMPANY TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 Section 1.1 Definitions 1 ARTICLE II FORMATION OF COMPANY 2 Section 2.1 Formation 2 Section 2.2

Certificate of Formation of SemCrude Pipeline, L.L.C. (filed as Exhibit 3.25 to the 6.375% Notes Form S-4, and incorporated herein by reference).

Exhibit 3.25 State of Delaware Secretary of State Division of Corporations Delivered 11:30 AM 01/26/2007 FILED 11:25 AM 01/26/2007 SRV 070089445 - 4291421 FILE CERTIFICATE OF FORMATION OF SEMCRUDE PIPELINE, L.L.C. ARTICLE I The name of the limited liability company (the ?Company?) is: SemCrude Pipeline, L.L.C. ARTICLE II The Company shall have a perpetual term of existence. ARTICLE III The street

Articles of Organization of SemMexico, L.L.C., as amended (filed as Exhibit 3.19 to the 6.375% Notes Form S-4, and incorporated herein by reference).

Exhibit 3.19 The following articles of organization are compiled from the official articles of organization and subsequent amendments. FILED - Oklahoma Secretary of State #3512173991 03/27/2008 16:17 ARTICLES OF ORGANIZATION OF SEMMEXICO, L.L.C. an Oklahoma Limited Liability Company ARTICLE I The name of the limited liability company (the ?Company?) is: SemMexico, L.L.C. ARTICLE II The Company sha

Articles of Organization of Wattenberg Holding, LLC. (filed as Exhibit 3.27 to the 6.375% Notes Form S-4, and incorporated herein by reference)

Exhibit 3.27 FILED - Oklahoma Secretary of State #3512356819 05/01/2012 OKLAHOMA Secretary of State Electronic Filing ARTICLES OF ORGANIZATION DOMESTIC LIMITED LIABILITY COMPANY Document Number: 19098110002 Submit Date: 5/1/2012 LIMITED LIABILITY COMPANY NAME The name of the Limited Liability Company is: WATTENBERG HOLDING, LLC PRINCIPAL PLACE OF BUSINESS ADDRESS 6120 SOUTH YALE AVENUE, SUITE 1500

Certificate of Formation of SemDevelopment, L.L.C. (filed as Exhibit 3.21 to the 6.375% Notes Form S-4, and incorporated herein by reference).

Exhibit 3.21 State of Delaware Secretary of State Division of Corporations Delivered 01:26 PM 05/31/2007 FILED 12:42 PM 05/31/2007 SRV 070650978 - 4361986 FILE CERTIFICATE OF FORMATION OF SEMDEVELOPMENT, L.L.C. ARTICLE I The name of the limited liability company (the “Company”) is: SemDevelopment, L.L.C. ARTICLE II The Company shall have a perpetual term of existence. ARTICLE III The name and stre

Limited Liability Company Agreement of Rose Rock Midstream Energy GP, LLC, as amended (filed as Exhibit 3.8 to the 6.375% Notes Form S-4, and incorporated herein by reference).

Exhibit 3.8 The following Limited Liability Company Agreement is compiled from the actual Limited Liability Company Agreement and subsequent amendment. LIMITED LIABILITY COMPANY AGREEMENT OF ROSE ROCK MIDSTREAM ENERGY GP, LLC A Delaware Limited Liability Company This LIMITED LIABILITY COMPANY AGREEMENT of ROSE ROCK MIDSTREAM ENERGY GP, LLC (this ?Agreement?), dated as of November 4, 2011, is adopt

Certificate of Formation of Rose Rock Midstream Operating, LLC.

Exhibit 3.5 CERTIFICATE OF FORMATION OF ROSE ROCK MIDSTREAM OPERATING, LLC This Certificate of Formation of Rose Rock Midstream Operating, LLC (the ?Company?) is being executed by the undersigned for the purpose of forming a limited liability company pursuant to the Delaware Limited Liability Company Act, as amended. 1. The name of the Company is Rose Rock Midstream Operating, LLC. 2. The name and

Certificate of Formation of Rose Rock Midstream Field Services, LLC (filed as Exhibit 3.11 to the 6.375% Notes Form S-4, and incorporated herein by reference).

Exhibit 3.11 State of Delaware Secretary of State Division or Corporations Delivered 06:32 PM 07/12/2013 FILED 06:27 PM 07/12/2013 SRV 130874931 - 5365998 FILE CERTIFICATE OF FORMATION OF ROSE ROCK MIDSTREAM FIELD SERVICES, LLC This Certificate of Formation of Rose Rock Midstream Field Services, LLC is being duly executed and filed by the undersigned, as an authorized person, to form a limited lia

SEMG / Semgroup Corp. ESP

CORRESP SemGroup Corporation Two Warren Place 6120 S. Yale Avenue, Suite 1500 Tulsa, OK 74136-4231 January 8, 2018 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: SemGroup Corporation Registration Statement on Form S-4 Ladies and Gentlemen: Reference is made to the Registration Statement on Form S-4 (the ?Registration

Computation of Ratio of Earnings to Fixed Charges.

Exhibit 12.1 SemGroup Corporation Computation of Ratio of Earnings to Fixed Charges (dollars in thousands) Nine Months Ended September 30, 2017 Year Ended December 31, 2016 Year Ended December 31, 2015 Year Ended December 31, 2014 Year Ended December 31, 2013 Year Ended December 31, 2012 Pretax income from continuing operations before adjustment for minority interests in consolidated subsidiaries

Second Amended and Restated Certificate of Limited Partnership of Rose Rock Midstream Crude, L.P. (filed as Exhibit 3.9 to the 6.375% Notes Form S-4, and incorporated herein by reference).

Exhibit 3.9 SECOND AMENDED AND RESTATED CERTIFICATE OF LIMITED PARTNERSHIP OF ROSE ROCK MIDSTREAM CRUDE, L.P. The undersigned, being the general partner of Rose Rock Midstream Crude, L.P., a Delaware limited partnership (the ?Limited Partnership?), desiring to amend and restate the Certificate of Limited Partnership of Rose Rock Midstream Crude, L.P. pursuant to Section 17-210 of the Delaware Revi

SemGroup Corporation Announces Third Quarter 2017 Results Management Executing on Strategic Plan

EX-99.1 2 semgpressrelease3q2017.htm EXHIBIT 99.1 3Q17 EARNINGS PRESS RELEASE EXHIBIT 99.1 SemGroup Corporation Announces Third Quarter 2017 Results Management Executing on Strategic Plan • Recently Added Gulf Coast Assets Contribute to Third Quarter Results • Announced Dividend of $0.45 Per Share • Revising 2017 Guidance to Reflect Timing of Contributions from HFOTCO and Maurepas Pipeline, Weaker

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 a8ka3q17earnings11-9x17.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 9, 2017 SEMGROUP CORPORATION (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdict

SemGroup Corporation Announces Third Quarter 2017 Results Management Executing on Strategic Plan

Exhibit EXHIBIT 99.1 SemGroup Corporation Announces Third Quarter 2017 Results Management Executing on Strategic Plan ? Recently Added Gulf Coast Assets Contribute to Third Quarter Results ? Announced Dividend of $0.45 Per Share ? Revising 2017 Guidance to Reflect Timing of Contributions from HFOTCO and Maurepas Pipeline, Weaker Than Expected Crude Margins ? Well-Managed Project Execution Continue

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 a8k3q17earnings11-8x17.htm 8-K 3Q17 EARNINGS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 9, 2017 SEMGROUP CORPORATION (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2017 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-34736

Amended and Restated Bylaws, dated as of November 3, 2017, of SemGroup Corporation (filed as Exhibit 3 to our quarterly report on Form 10-Q for the quarter ended September 30, 2017, filed November 9, 2017, and incorporated herein by reference).

EX-3 2 a93017exhibit3.htm EXHIBIT 3 - AMENDED AND RESTATED BYLAWS EXHIBIT 3 AMENDED AND RESTATED BYLAWS OF SEMGROUP CORPORATION (a Delaware corporation) (hereinafter called the “Corporation”) (as Amended and Restated Effective November 3, 2017) ARTICLE I OFFICES Section 1.1 Registered Office. The registered office of the Corporation shall be at 1209 Orange Street, in the City of Wilmington, County

Guarantee, Pledge and Security Agreement, dated as of July 17, 2017, by and among Buffalo Investor I, L.P., Buffalo Investor II, L.P., Beachhead Holdings LLC, Beachhead I LLC, Beachhead II, LLC and Buffalo Parent Gulf Coast Terminals, LLC (filed as Exhibit 10.3 to our quarterly report on Form 10-Q for the quarter ended September 30, 2017, filed November 9, 2017).

Exhibit 10.3 GUARANTEE, PLEDGE AND SECURITY AGREEMENT Dated as of July 17, 2017 among BEACHHEAD HOLDINGS LLC, as Holdings, BEACHHEAD I LLC and BEACHHEAD II LLC, as the Buyers, BUFFALO PARENT GULF COAST TERMINALS, LLC, as OpCo Parent, and BUFFALO INVESTOR I, L.P., and BUFFALO INVESTOR II, L.P., as the Sellers Table of Contents Page ARTICLE I DEFINITIONS 2 Section 1.01. Defined Terms 2 Section 1.02.

Agreement, Waiver, and Release, dated as of August 2, 2017, by and among SemManagement L.L.C., and Candice L. Cheeseman (filed as Exhibit 10.4 to our quarterly report on Form 10-Q for the quarter ended September 30, 2017, filed November 9, 2017).

Exhibit 10.4 SemManagement L.L.C. Waiver And Release Agreement This agreement, waiver and release (this ?Agreement?), made as of the 2nd day of August, 2017, is made by and among SemManagement L.L.C. (together with all successors thereto, ?Company?) and Candice L. Cheeseman (?Employee?). WHEREAS, Employee received Restricted Stock Awards (the ?RSAs?) under the SemGroup Corporation Equity Incentive

SEMG / Semgroup Corp. / Harvest Fund Advisors LLC - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934* (Amendment No. 1) SEMGROUP CORPORATION (Name of Issuer) Class A Common Stock, par value $0.01 per share (Title of Class of Securities) 81663A105 (CUSIP Number) Anthony Merhige Harvest Fund Advisors LLC 100 West Lancaster Avenue, Suite 200 Wayne, Pennsylvania 1908

SEMG / Semgroup Corp. / Harvest Fund Advisors LLC - SC 13D Activist Investment

SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934* (Amendment No. ) SEMGROUP CORPORATION (Name of Issuer) Class A Common Stock, par value $0.01 per share (Title of Class of Securities) 81663A105 (CUSIP Number) Anthony Merhige Harvest Fund Advisors LLC 100 West Lancaster Avenue, Suite 200 Wayne, Pennsylvania 19087 T

JOINT FILING AGREEMENT

EX-99.A EXHIBIT A JOINT FILING AGREEMENT Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”) the undersigned hereby agree to the joint filing on behalf of each of them of any filing required by such party under Section 13 of the Exchange Act or any rule or regulation thereunder (including any amendment, r

Form S-3

Form S-3ASR Table of Contents As filed with the Securities and Exchange Commission on October 13, 2017.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

8-K 1 d159227d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 20, 2017 SEMGROUP CORPORATION (Exact Name of Registrant as Specified in Its Charter) Delaware 1-34736 20-3533152 (State or Other Jurisdiction of

Registration Rights Agreement, dated as of September 20, 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) (filed as Exhibit 4.2 to our current report on Form 8-K dated September 20, 2017, filed September 21, 2017, and incorporated herein by reference).

EX-4.2 Exhibit 4.2 EXECUTION VERSION REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT is dated as of September 20, 2017 (this ?Agreement?), by and among SEMGROUP CORPORATION, a Delaware corporation (the ?Company?), the subsidiaries of the Company named in Schedule I hereto (each individually, a ?Guarantor? and collectively, the ?Guarantors?) and Credit Suisse Securities (USA) LLC,

Indenture (and form of 7.25% Senior Note due 2026 attached as Exhibit 1 thereto), dated as of September 20, 2017, by and among SemGroup Corporation, certain of its wholly owned subsidiaries, as guarantors, and Wilmington Trust, National Association, as trustee (filed as Exhibit 4.1 to our current report on Form 8-K dated September 20, 2017, filed September 21, 2017, and incorporated herein by reference).

EX-4.1 Exhibit 4.1 EXECUTION VERSION SEMGROUP CORPORATION, the SUBSIDIARY GUARANTORS named in Schedule I hereto and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of September 20, 2017 $300,000,000 7.250% Senior Notes due 2026 Reconciliation and tie between Trust Indenture Act of 1939 and Indenture, dated as of September 20, 2017* Trust Indenture Act Section Indenture Sectio

SEMG / Semgroup Corp. ESP

SEMGROUP CORPORATION Two Warren Place 6120 S. Yale Avenue, Suite 1500 Tulsa, OK 74136-4231 (918) 524-8100 September 21, 2017 Via EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington, D.C. 20549-2521 Attn: Mr. H. Roger Schwall Re: SemGroup Corporation Form 10-K for the Fiscal Year Ended December 31, 2016 Filed February 24, 2017 File No.

Purchase Agreement, dated September 15, 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.

EX-10.1 Exhibit 10.1 EXECUTION VERSION SemGroup Corporation $300,000,000 7.250% Senior Notes due 2026 Purchase Agreement September 15, 2017 Credit Suisse Securities (USA) LLC As Representative of the Initial Purchasers listed on Schedule I hereto c/o Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, New York 10010-3629 Ladies and Gentlemen: SemGroup Corporation, a corporation orga

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

8-K 1 d455769d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 15, 2017 SEMGROUP CORPORATION (Exact Name of Registrant as Specified in Its Charter) Delaware 1-34736 20-3533152 (State or Other Jurisdiction of

SemGroup Corporation Announces Pricing of $300 Million Senior Notes

EX-99.1 Exhibit 99.1 SemGroup Corporation Announces Pricing of $300 Million Senior Notes Tulsa, Okla. – September 15, 2017 – SemGroup® Corporation (NYSE:SEMG) today announced the pricing of its previously announced $300 million senior unsecured notes due 2026 (the “notes”). The notes mature on March 15, 2026, will pay interest at a rate of 7.25% per year and were priced at 98.453% of par to yield

SemGroup Corporation Announces Proposed Private Offering of Senior Notes

EX-99.1 Exhibit 99.1 SemGroup Corporation Announces Proposed Private Offering of Senior Notes Tulsa, Okla. ? September 12, 2017 ? SemGroup? Corporation (NYSE:SEMG) today announced that it intends to offer, subject to market and other conditions, $300 million in aggregate principal amount of senior unsecured notes due 2026 (the ?notes?) for sale in a private placement to eligible purchasers. SemGro

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

8-K 1 d440776d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 12, 2017 SEMGROUP CORPORATION (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-34736 2

SemGroup Corporation Unaudited Pro Forma Combined Condensed Financial Statements

EX-99.3 4 d444725dex993.htm EX-99.3 Exhibit 99.3 SemGroup Corporation Unaudited Pro Forma Combined Condensed Financial Statements On July 17, 2017, SemGroup Corporation (“SemGroup”) completed the acquisition of Buffalo Parent Gulf Coast Terminals LLC (“BPGCT”), which owns and operates HFOTCO LLC doing business as Houston Fuel Oil Terminal Company (“HFOTCO”), for a purchase price paid, or to be pai

Buffalo Parent Gulf Coast Terminals LLC Page Independent Auditor’s Report 3 Consolidated Financial Statements Balance Sheets 5 Statements of Operations and Comprehensive Income (Loss) 6 Statements of Changes in Members’ Capital 7 Statements of Cash F

EX-99.2 Exhibit 99.2 Buffalo parent Gulf Coast Terminals LLC Consolidated Financial Statements As of December 31, 2016 and 2015 and June 30, 2017, and for each of the Three Years in the Period Ended December 31, 2016, and the Six Months Ended June 30, 2017 and 2016 The report accompanying these financial statements was issued by BDO USA, LLP, a Delaware limited liability partnership and the U.S. m

Financial Statements and Exhibits

8-K/A 1 d444725d8ka.htm 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 17, 2017 SEMGROUP CORPORATION (Exact Name of Registrant as Specified in Its Charter) Delaware 1-34736 20-3533152 (State or Other J

Semgroup SEMG 8-K 2Q17 EARNINGS (Current Report/Significant Event)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 7, 2017 SEMGROUP CORPORATION (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-34736 20-3533152 (Commission File Number) (IRS Employer Identification No.

SemGroup Corporation Announces Second Quarter 2017 Results

EXHIBIT 99.1 SemGroup Corporation Announces Second Quarter 2017 Results Tulsa, Okla. - August 7, 2017 - SemGroup ® Corporation (NYSE:SEMG) today announced second quarter 2017 revenues of $473.1 million with net income attributable to SemGroup of $9.6 million or $0.15 per diluted share. This compares with first quarter 2017 revenues of $456.1 million with net loss attributable to SemGroup of $10.3

Amended and Restated Certificate of Incorporation, dated as of November 30, 2009, as amended, of SemGroup Corporation (filed as Exhibit 3 to our quarterly report on Form 10-Q for the quarter ended June 30, 2017, filed August 7, 2017, and incorporated herein by reference).

EXHIBIT 3 The following Certificate of Incorporation is compiled from the official Amended and Restated Certificate of Incorporation and the subsequent Amendment thereto1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SEMGROUP CORPORATION, AS AMENDED MAY 18, 2017 FIRST: The name of the Corporation is SemGroup Corporation.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2017 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-34736 SEMGR

SEMG / Semgroup Corp. / Buffalo Investor I, L.p. - SC 13G Passive Investment

SC 13G 1 d429235dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 SEMGROUP CORPORATION (Name of Issuer) Class A Common Stock (Title of Class of Securities) 81663A105 (CUSIP Number) July 17, 2017 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursua

JOINT FILING AGREEMENT

EX-99.A Exhibit A JOINT FILING AGREEMENT Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”) the undersigned hereby agree to the joint filing of Buffalo Investor I, L.P., Buffalo Investor I GP LLC, Buffalo Holding I LLC, Alinda Infrastructure Fund II, L.P., Alinda GP II, L.P., Alinda GP of GP II LLC, Buff

Amended and Restated Bond Indenture, dated as of August 19, 2014, between Harris County Industrial Development Corporation and The Bank of New York Mellon Trust Company, National Association, as trustee, relating to $75 million Series 2010 Marine Terminal Revenue Bonds (filed as Exhibit 4.1 to our current report on Form 8-K dated July 17, 2017, filed July 17, 2017, and incorporated herein by reference).

EX-4.1 2 d423146dex41.htm EX-4.1 Exhibit 4.1 HARRIS COUNTY INDUSTRIAL DEVELOPMENT CORPORATION and THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee AMENDED AND RESTATED BOND INDENTURE Dated as of August 19, 2014 $75,000,000 HARRIS COUNTY INDUSTRIAL DEVELOPMENT CORPORATION MARINE TERMINAL REVENUE BONDS (HFOTCO LLC PROJECT) SERIES 2010 [This page is intentionally left blank

Credit Agreement, dated as of August 19, 2014, among Buffalo Gulf Coast Terminals LLC, as the parent, HFOTCO LLC, as the borrower, Morgan Stanley Senior Funding, Inc. as administrative agent, Bank of America, N.A., as collateral agent, and the lenders party thereto (filed as Exhibit 10.2 to our current report on Form 8-K dated July 17, 2017, filed July 17, 2017).

EX-10.2 14 d423146dex102.htm EX-10.2 Exhibit 10.2 EXECUTION VERSION CREDIT AGREEMENT Dated as of August 19, 2014 among BUFFALO GULF COAST TERMINALS LLC, as the Parent, HFOTCO LLC, as the Borrower, THE LENDERS PARTY HERETO FROM TIME TO TIME, MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent, and BANK OF AMERICA, N.A., as Collateral Agent Joint Lead Arrangers and Joint Bookrunners: MORGAN

First Amendment to Loan Agreement, dated as of August 19, 2014, by and between HFOTCO LLC and Harris County Industrial Development Corporation, relating to $50 million Series 2011 Marine Terminal Revenue Bonds (filed as Exhibit 4.10 to our current report on Form 8-K dated July 17, 2017, filed July 17, 2017).

Exhibit 4.10 FIRST AMENDMENT TO LOAN AGREEMENT (Series 2011) THIS FIRST AMENDMENT TO LOAN AGREEMENT, dated as of August 19, 2014 (the ?Amendment?), between the Harris County Industrial Development Corporation, a Texas public non-profit corporation (the ?Issuer?), and HFOTCO LLC, a Texas limited liability company (the ?Borrower?), W I T N E S S E T H: WHEREAS, the Issuer and the Borrower have enter

First Amendment to Loan Agreement, dated as of August 19, 2014, by and between HFOTCO LLC and Harris County Industrial Development Corporation, relating to $100 million Series 2012 Marine Terminal Revenue Bonds (filed as Exhibit 4.11 to our current report on Form 8-K dated July 17, 2017, filed July 17, 2017, and incorporated herein by reference).

EX-4.11 12 d423146dex411.htm EX-4.11 Exhibit 4.11 FIRST AMENDMENT TO LOAN AGREEMENT (Series 2012) THIS FIRST AMENDMENT TO LOAN AGREEMENT, dated as of August 19, 2014 (the “Amendment”), between the Harris County Industrial Development Corporation, a Texas public non-profit corporation (the “Issuer”), and HFOTCO LLC, a Texas limited liability company (the “Borrower”), W I T N E S S E T H: WHEREAS, t

Amended and Restated Bond Indenture, dated as of August 19, 2014, between Harris County Industrial Development Corporation and The Bank of New York Mellon Trust Company, National Association, as trustee, relating to $100 million Series 2012 Marine Terminal Revenue Bonds (filed as Exhibit 4.3 to our current report on Form 8-K dated July 17, 2017, filed July 17, 2017, and incorporated herein by reference).

Exhibit 4.3 HARRIS COUNTY INDUSTRIAL DEVELOPMENT CORPORATION and THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee AMENDED AND RESTATED BOND INDENTURE Dated as of August 19, 2014 $100,000,000 HARRIS COUNTY INDUSTRIAL DEVELOPMENT CORPORATION MARINE TERMINAL REVENUE BONDS (HFOTCO LLC PROJECT) SERIES 2012 [This page is intentionally left blank] TABLE OF CONTENTS Page PARTIES

Loan Agreement, dated as of December 1, 2011, by and between HFOTCO LLC and Harris County Industrial Development Corporation, relating to $50 million Series 2011 Marine Terminal Revenue Bonds (filed as Exhibit 4.7 to our current report on Form 8-K dated July 17, 2017, filed July 17, 2017, and incorporated herein by reference).

Table of Contents Exhibit 4.7 HARRIS COUNTY INDUSTRIAL DEVELOPMENT CORPORATION and HFOTCO LLC LOAN AGREEMENT Dated as of December 1, 2011 Related to HARRIS COUNTY INDUSTRIAL DEVELOPMENT CORPORATION MARINE TERMINAL REVENUE BONDS (HFOTCO LLC PROJECT) SERIES 2011 NOTICE: All right, title, and interest of the Harris County Industrial Development Corporation in and to this Loan Agreement, including the

Continuing Covenant Agreement, dated as of August 19, 2014, between HFOTCO LLC, as obligor, Buffalo Gulf Coast Terminals LLC, as the parent, Bank of America, N.A., as administrative agent and collateral agent, and the bondholders party thereto (filed as Exhibit 4.4 to our current report on Form 8-K dated July 17, 2017, filed July 17, 2017, and incorporated herein by reference).

Exhibit 4.4 CONTINUING COVENANT AGREEMENT dated as of August 19, 2014, between HFOTCO LLC, as Obligor BUFFALO GULF COAST TERMINALS LLC, as the Parent BANK OF AMERICA, N.A., as Administrative Agent and Collateral Agent, and THE BONDHOLDERS FROM TIME TO TIME PARTY HERETO relating to: Harris County Industrial Development Corporation Marine Terminal Revenue Bonds (HFOTCO LLC Project) Series 2010 ($75,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 17, 2017 SEMGROUP CORPORATIO

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 17, 2017 SEMGROUP CORPORATION (Exact name of Registrant as specified in its charter) Delaware 001-34736 20-3533152 (State or other jurisdiction of incorporation) (Commis

Registration Rights Agreement by and among SemGroup Corporation, Buffalo Investor I, LP and Buffalo Investor II, LP dated as of July 17, 2017 (filed as Exhibit 10.1 to our current report on Form 8-K dated July 17, 2017, filed July 17, 2017).

EX-10.1 13 d423146dex101.htm EX-10.1 Exhibit 10.1 REGISTRATION RIGHTS AGREEMENT BY AND BETWEEN BUFFALO INVESTOR I, LP, BUFFALO INVESTOR II, LP AND SEMGROUP CORPORATION dated as of July 17, 2017 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 1.1. Definitions 1 ARTICLE II REGISTRATION RIGHTS 5 2.1. Registration 5 2.2. Piggyback Rights 7 2.3. Registration Procedure 9 2.4. Conditions to Offerings 13 2

SemGroup Completes Acquisition of Houston Fuel Oil Terminal Company Immediately Accretive Acquisition Adds Downstream Balance to SemGroup Portfolio and Stability Amid Volatile Oil Prices

Exhibit 99.1 SemGroup Completes Acquisition of Houston Fuel Oil Terminal Company Immediately Accretive Acquisition Adds Downstream Balance to SemGroup Portfolio and Stability Amid Volatile Oil Prices Tulsa, Okla. ? July 17, 2017 ? SemGroup? Corporation (NYSE:SEMG) today announced the closing of its acquisition of Houston Fuel Oil Terminal Company (?HFOTCO?) from investment funds managed by Alinda

SEMG / Semgroup Corp. ESP

Document SEMGROUP CORPORATION Two Warren Place 6120 S. Yale Avenue, Suite 1500 Tulsa, OK 74136-4231 (918) 524-8100 July 17, 2017 Via EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington, D.C. 20549-2521 Attn: Mr. H. Roger Schwall Re: SemGroup Corporation Form 10-K for the Fiscal Year Ended December 31, 2016 Filed February 24, 2017 File

Consent and Amendment No. 1 to Credit Agreement, dated as of June 14, 2017, among Buffalo Gulf Coast Terminals LLC, as the parent, HFOTCO LLC, as the borrower, Morgan Stanley Senior Funding, Inc. as administrative agent, Bank of America, N.A., as collateral agent, and the lenders party thereto (filed as Exhibit 10.3 to our current report on Form 8-K dated July 17, 2017, filed July 17, 2017).

Exhibit 10.3 EXECUTION VERSION CONSENT AND AMENDMENT NO. 1 TO CREDIT AGREEMENT This CONSENT AND AMENDMENT NO. 1 dated as of June 14, 2017 (this ?Amendment?) is by and among BUFFALO GULF COAST TERMINALS LLC (?Parent?), HFOTCO LLC (?Borrower?), MORGAN STANLEY SENIOR FUNDING, INC., as administrative agent (the ?Administrative Agent?), and the LENDERS signatory hereto constituting ?Required Lenders? a

Consent and Amendment to Continuing Covenant Agreement dated as of June 5, 2017, between HFOTCO, as obligor, Buffalo Gulf Coast Terminals LLC, as the parent, Bank of America, N.A., as administrative agent and collateral agent, and the bondholders party thereto (filed as Exhibit 4.5 to our current report on Form 8-K dated July 17, 2017, filed July 17, 2017, and incorporated herein by reference).

Exhibit 4.5 Execution Version CONSENT AND AMENDMENT TO CONTINUING COVENANT AGREEMENT This CONSENT AND AMENDMENT dated as of June 5, 2017 (this ?Amendment?) is by and among BUFFALO GULF COAST TERMINALS LLC (?Parent?), HFOTCO LLC (?Obligor?), BANK OF AMERICA, N.A., as administrative agent and collateral agent (the ?Administrative Agent?), and the BONDHOLDERS signatory hereto and amends, and provides

First Amendment to Loan Agreement, dated as of August 19, 2014, by and between HFOTCO LLC and Harris County Industrial Development Corporation, relating to $75 million Series 2010 Marine Terminal Revenue Bonds (filed as Exhibit 4.9 to our current report on Form 8-K dated July 17, 2017, filed July 17, 2017, and incorporated herein by reference).

Exhibit 4.9 FIRST AMENDMENT TO LOAN AGREEMENT (Series 2010) THIS FIRST AMENDMENT TO LOAN AGREEMENT, dated as of August 19, 2014 (the ?Amendment?), between the Harris County Industrial Development Corporation, a Texas public non-profit corporation (the ?Issuer?), and HFOTCO LLC, a Texas limited liability company (the ?Borrower?), W I T N E S S E T H: WHEREAS, the Issuer and the Borrower have entere

Loan Agreement, dated as of November 1, 2010, by and between HFOTCO LLC and Harris County Industrial Development Corporation, relating to $75 million Series 2010 Marine Terminal Revenue Bonds (filed as Exhibit 4.6 to our current report on Form 8-K dated July 17, 2017, filed July 17, 2017, and incorporated herein by reference).

EX-4.6 7 d423146dex46.htm EX-4.6 Table of Contents Exhibit 4.6 HARRIS COUNTY INDUSTRIAL DEVELOPMENT CORPORATION and HFOTCO LLC LOAN AGREEMENT Dated as of November 1, 2010 Related to HARRIS COUNTY INDUSTRIAL DEVELOPMENT CORPORATION MARINE TERMINAL REVENUE BONDS (HFOTCO LLC PROJECT) SERIES 2010 NOTICE: All right, title, and interest of the Harris County Industrial Development Corporation in and to t

Loan Agreement, dated as of October 1, 2012, by and between HFOTCO LLC and Harris County Industrial Development Corporation, relating to $100 million Series 2012 Marine Terminal Revenue Bonds (filed as Exhibit 4.8 to our current report on Form 8-K dated July 17, 2017, filed July 17, 2017, and incorporated herein by reference).

EX-4.8 9 d423146dex48.htm EX-4.8 Exhibit 4.8 HARRIS COUNTY INDUSTRIAL DEVELOPMENT CORPORATION and HFOTCO LLC LOAN AGREEMENT Dated as of October 1, 2012 Related to HARRIS COUNTY INDUSTRIAL DEVELOPMENT CORPORATION MARINE TERMINAL REVENUE BONDS (HFOTCO LLC PROJECT) SERIES 2012 NOTICE: All right, title, and interest of the Harris County Industrial Development Corporation in and to this Loan Agreement,

Amended and Restated Bond Indenture, dated as of August 19, 2014, between Harris County Industrial Development Corporation and The Bank of New York Mellon Trust Company, National Association, as trustee, relating to $50 million Series 2011 Marine Terminal Revenue Bonds (filed as Exhibit 4.2 to our current report on Form 8-K dated July 17, 2017, filed July 17, 2017, and incorporated herein by reference).

EX-4.2 Exhibit 4.2 HARRIS COUNTY INDUSTRIAL DEVELOPMENT CORPORATION and THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee AMENDED AND RESTATED BOND INDENTURE Dated as of August 19, 2014 $50,000,000 HARRIS COUNTY INDUSTRIAL DEVELOPMENT CORPORATION MARINE TERMINAL REVENUE BONDS (HFOTCO LLC PROJECT) SERIES 2011 [This page is intentionally left blank] TABLE OF CONTENTS Page P

EX-24

Exhibit 24 POWER OF ATTORNEY The undersigned hereby makes, constitutes and appoints each of William Gault and Robert N.

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 semg8-kcheesemandeparture6.htm SEMG 8-K CHEESEMAN DEPARTURE 6-21-17 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 19, 2017 SEMGROUP CORPORATION (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Ot

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 5, 2017 SEMGROUP CORPORATION (Exact name of Registrant as specified in its charter) Delaware 001-34736 20-3533152 (State or other jurisdiction of incorporation) (Commission F

Purchase and Sale Agreement by and among SemGroup Corporation, Beachhead I LLC, Beachhead II LLC, Buffalo Investor I, LP and Buffalo Investor II, LP, dated as of June 5, 2017 (filed as Exhibit 2.1 to our current report on Form 8-K dated June 5, 2017, filed June 6, 2017, and incorporated herein by reference).

EX-2.1 Exhibit 2.1 Execution Version PURCHASE AND SALE AGREEMENT by and among BUFFALO INVESTOR I, L.P., BUFFALO INVESTOR II, L.P., BEACHHEAD I LLC, BEACHHEAD II LLC and SEMGROUP CORPORATION dated as of June 5, 2017 TABLE OF CONTENTS Page Article I DEFINITIONS AND RULES OF CONSTRUCTION Section 1.1 Definitions 1 Section 1.2 Rules of Construction 18 Article II PURCHASE AND SALE; PURCHASE PRICE; CLOSI

SemGroup Announces Agreement to Acquire Houston Fuel Oil Terminal Company Immediately accretive, transformational acquisition Conference call scheduled for 8:30 a.m. Eastern today

EX-99.1 Exhibit 99.1 SemGroup Announces Agreement to Acquire Houston Fuel Oil Terminal Company Immediately accretive, transformational acquisition Conference call scheduled for 8:30 a.m. Eastern today Acquisition Highlights ? Premier position on the Houston Ship Channel with connectivity to the local refinery complex and inbound receipt capabilities from all major producing basins ? Significantly

Semgroup 8-K (Current Report/Significant Event)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 17, 2017 SEMGROUP CORPORATION (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-34736 20-3533152 (Commission File Number) (IRS Employer Identification No.

Semgroup SEMG 3.31.17 10Q (Quarterly Report)

Document Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

First Amendment to Amended and Restated Credit Agreement, dated as of April 4, 2017, to the Amended and Restated Credit Agreement, dated as of September 30, 2016, entered into by and among others, SemGroup Corporation, as borrower, the lenders party thereto, and Wells Fargo Bank, National Association, as administrative agent (filed as Exhibit 10.2 to our quarterly report on Form 10-Q for the quarter ended March 31, 2017, filed May 5, 2017).

EX-10.2 2 semg33117exhibit102.htm EXHIBIT 10.2 FIRST AMENDMENT TO CREDIT AGREEMENT EXHIBIT 10.2 FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of April 4, 2017 (this “Amendment”), to the Amended and Restated Credit Agreement, dated as of September 30, 2016 (as previously amended, restated, amended and restated, or ot

SemGroup Corporation Announces First Quarter 2017 Results

Exhibit Exhibit 99.1 SemGroup Corporation Announces First Quarter 2017 Results Tulsa, Okla. - May 4, 2017 - SemGroup ® Corporation (NYSE:SEMG) today announced first quarter 2017 revenues of $456.1 million with net loss attributable to SemGroup of $10.3 million , or $0.16 per diluted share. This compares with fourth quarter 2016 revenues of $402.2 million with net income attributable to SemGroup of

Semgroup 8-K (Current Report/Significant Event)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 4, 2017 SEMGROUP CORPORATION (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-34736 20-3533152 (Commission File Number) (IRS Employer Identification No.

SEMG / Semgroup Corp. / IRIDIAN ASSET MANAGEMENT LLC/CT Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4)* Semgroup Corporation (Name of Issuer) Common Stock – Class A (Title of Class of Securities) 81663A105 (CUSIP Number) March 31, 2017 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which

Semgroup DEFINITIVE PROXY STATEMENT

Definitive Proxy Statement Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

EX-24

POWER OF ATTORNEY The undersigned hereby makes, constitutes and appoints each of Candice L.

SemGroup Corporation Announces New Board Member

Exhibit Exhibit 99 SemGroup Corporation Announces New Board Member Tulsa, Okla. ? March 20, 2017 ? SemGroup ? Corporation (NYSE:SEMG) announced today that W.J. ?Bill? McAdam has been elected as the newest member of the SemGroup Board of Directors. Mr. McAdam is filling the vacancy on the Board created by the retirement of John Chlebowski on December 31, 2016. Mr. McAdam served as president and chi