SemGroup® Corporation (NYSE:SEMG) and Rose Rock Midstream
(NYSE:RRMS) today announced an agreement under which SemGroup will
acquire all of the outstanding common units of Rose Rock not
already owned by SemGroup in an all stock-for-unit transaction at a
ratio of 0.8136 SemGroup common shares per Rose Rock common unit.
The implied Rose Rock unit price represents a 7.4% and 19.2%
premium to its volume-weighted average prices during the 10-trading
days and 20-trading days ending May 27, 2016, respectively.
Following completion of the transaction, SemGroup is targeting
an 8% compound annual dividend growth rate and dividend coverage of
1.5 times or greater through 2018. Both SemGroup and Rose Rock
expect to maintain their current level of dividends and
distributions, respectively, through closing of this
transaction.
“We are pleased to announce the combination of SemGroup and Rose
Rock, which we expect will provide immediate and long-term benefits
for SemGroup and Rose Rock investors,” said Carlin Conner,
president and chief executive officer of SemGroup. “We expect the
transaction will simplify our corporate capital structure and
deliver several important benefits to our shareholders. The
elimination of Rose Rock’s incentive distribution structure coupled
with Rose Rock’s fee-based cash flows from strong investment
grade counterparties will help drive SemGroup’s strategic growth
plans. We anticipate that Rose Rock’s businesses, already
managed by SemGroup, will enhance our combined credit profile,
dividend coverage, and future dividend growth rate beyond
2016.”
The transaction will be a taxable event to Rose Rock unitholders
with recognition of gain or loss in the same manner as if they had
sold their Rose Rock units for cash equivalent to the fair market
value of the SemGroup shares received. SemGroup will receive tax
benefits over an approximate 15 year period from the asset step-up
resulting from the consideration paid to the Rose Rock unitholders.
Combined with SemGroup’s current NOLs and projected accelerated tax
depreciation for future capital expenditures, the company does not
anticipate being a significant U.S. taxpayer through 2020.
Conditions to Closing and Timeline to
CompletionRose Rock was represented in the negotiations by
its general partner’s Conflicts Committee, which comprises
independent members of its general partner’s board of directors.
The Rose Rock Conflicts Committee granted Special Approval of the
transaction pursuant to the Rose Rock limited partnership agreement
and recommended approval of the transaction to the board of
directors of the general partner of Rose Rock. The transaction was
approved by the boards of directors of both the general partner of
Rose Rock and SemGroup.
The transaction is subject to the approval of the SemGroup
shareholders and common unitholders of Rose Rock. SemGroup owns 56%
of the Rose Rock common units, which is sufficient to approve the
transaction on behalf of the holders of Rose Rock common units.
Upon completion of the transaction, all of the outstanding common
units of Rose Rock will be owned by SemGroup. As a result, Rose
Rock will no longer be publicly traded and related IDRs will be
eliminated. Subject to customary approvals and conditions, the
transaction is expected to close in the third quarter of
2016.AdvisorsBarclays and Citi acted as financial
advisors and Gibson, Dunn & Crutcher LLP acted as legal
counsel to SemGroup on this transaction. Potter Anderson &
Corroon LLP acted as legal counsel to the SemGroup Board of
Directors. Evercore Group L.L.C., acted as financial advisors and
Akin Gump Strauss Hauer & Feld LLP and Morris, Nichols, Arsht
& Tunnell LLP acted as legal advisors to the Conflicts
Committee of the general partner of Rose Rock.
Conference Call and Investor
PresentationSemGroup will discuss the transaction on May
31, 2016 at 8:30 a.m. Eastern Time. The conference call can be
accessed via webcast here or through the Events and Presentations
section of SemGroup’s website at www.semgroupcorp.com, or by
dialing 1-866-270-1533 for U.S. callers or 1-412-317-0797 for
international callers. A replay will be available following
completion of the webcast through the Investor's section of the
website. An investor presentation regarding the transaction has
been posted on the Events and Presentations section of the SemGroup
and Rose Rock Midstream websites.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
In connection with the proposed business combination transaction
between SemGroup Corporation (“SEMG” or “us”) and Rose Rock
Midstream, L.P. (“RRMS”), SEMG will file a registration statement
on Form S-4 with the Securities and Exchange Commission (the
"Commission") that will include a joint solicitation
statement/prospectus and other relevant documents concerning the
proposed transaction. YOU ARE URGED TO READ THE JOINT
SOLICITATION STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE AND THE
OTHER RELEVANT DOCUMENTS FILED WITH THE COMMISSION BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION ABOUT SEMG, RRMS AND THE
PROPOSED TRANSACTION. You will be able to obtain the joint
solicitation statement/prospectus (when it becomes available) and
the other documents filed with the Commission free of charge at the
Commission’s website, www.sec.gov. In addition, you may
obtain free copies of the joint solicitation statement/prospectus
(when it becomes available) and the other documents filed by SEMG
and RRMS with the Commission by requesting them in writing from
SemGroup Corporation, Two Warren Place, 6120 S. Yale Avenue, Suite
700, Tulsa, Oklahoma 74136-4216, Attention: Investor Relations, or
by telephone at (918) 524-8100, or from Rose Rock Midstream, L.P.,
Two Warren Place, 6120 S. Yale Avenue, Suite 700, Tulsa, Oklahoma
74136-4216, Attention: Investor Relations, or by telephone at (918)
524-7700.
SEMG and RRMS and their respective directors and executive
officers may be deemed under the rules of the Commission to be
participants (as defined in Schedule 14A under the Exchange Act) in
respect of the proposed transaction. Information about SEMG’s
directors and executive officers and their ownership of SEMG common
stock is set forth in SEMG’s proxy statement on Schedule 14A filed
on April 13, 2016 with the Commission. Information about the
directors and executive officers and their ownership of RRMS common
units representing limited partnership interests is set forth in
RRMS’s Annual Report on Form 10-K for the year ended December 31,
2015 filed on February 26, 2016 with the Commission.
Information regarding the identity of the potential participants,
and their direct or indirect interests in the proposed transaction,
by security holdings or otherwise, will be contained in the joint
solicitation statement/prospectus and other materials when they are
filed with the Commission.
About SemGroup and Rose Rock Midstream Based in
Tulsa, OK, SemGroup® Corporation (NYSE: SEMG) is a publicly traded
midstream service company providing the energy industry the means
to move products from the wellhead to the wholesale marketplace.
SemGroup provides diversified services for end-users and consumers
of crude oil, natural gas, natural gas liquids, refined products
and asphalt. Services include purchasing, selling, processing,
transporting, terminalling and storing energy. Rose Rock
Midstream®, L.P. (NYSE: RRMS) is a growth-oriented Delaware limited
partnership formed by SemGroup to own, operate, develop and acquire
a diversified portfolio of midstream energy assets. Rose Rock
Midstream provides crude oil gathering, transportation, storage and
marketing services with the majority of its assets strategically
located in or connected to the Cushing, Oklahoma crude oil
marketing hub.
SemGroup uses its Investor Relations website and social media
outlets as channels of distribution of material company
information. Such information is routinely posted and accessible on
our Investor Relations website at ir.semgroupcorp.com, our Twitter
account and LinkedIn account.
Forward-Looking Statements
Certain matters contained in this press release include
"forward-looking statements" within the meaning of Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. We make these
forward-looking statements in reliance on the safe harbor
protections provided under the Private Securities Litigation Reform
Act of 1995.
All statements, other than statements of historical fact,
included in this press release regarding the benefits of the
proposed transaction involving SEMG and RRMS, including the
combined company’s future financial and operating results, plans,
objectives, expectations and intentions and other statements that
are not historical facts, may constitute forward-looking
statements. In addition, forward-looking statements generally can
be identified by the use of forward-looking words such as "may,"
"will," "expect," "intend," "estimate," "foresee," "project,"
"anticipate," "believe," "plans," "forecasts," "continue" or
"could" or the negative of these terms or variations of them or
similar terms. Although we believe that the expectations reflected
in these forward-looking statements are reasonable, we cannot
assure you that these expectations will prove to be correct. These
forward-looking statements are subject to certain known and unknown
risks, and uncertainties, as well as assumptions that could cause
actual results to differ materially from those reflected in these
forward-looking statements. Factors that might cause actual results
to differ include, but are not limited to, those discussed in
Item 1A of our most recent Annual Report on Form 10-K,
entitled "Risk Factors," risk factors discussed in other reports
that we file with the Commission and the following risks arising in
connection with or impacted as a result of the proposed merger of
RRMS and PBMS, LLC, a Delaware limited liability company and in our
indirect wholly owned subsidiary (the “Proposed Merger”):
- The closing, expected timing, and benefits of the Proposed
Merger;
- Our ability, following the Proposed Merger, to generate
sufficient cash flow from operations to enable us to pay our
obligations and our current and expected dividends or to fund our
liquidity needs;
- The levels of expected future dividends to holders of our
common stock;
- Expected levels of future cash distributions by RRMS with
respect to general partner interests, incentive distribution rights
and limited partner interests;
- The effect of our debt level on our future financial and
operating flexibility, including our ability to obtain additional
capital on terms that are favorable to us;
- Our ability to access the debt and equity markets, which will
depend on general markets conditions and the credit ratings for our
debt obligations and equity; and
- Amounts and nature of future capital requirements.
New factors that could cause actual results to differ materially
from those described in forward-looking statements emerge from time
to time, and it is not possible for us to predict all such factors,
or the extent to which any such factor or combination of factors
may cause actual results to differ from those contained in any
forward-looking statement.
Readers are cautioned not to place undue reliance on any
forward-looking statements contained in this press release, which
reflect management’s opinions only as of the date hereof. Except as
required by law, we undertake no obligation to revise or publicly
release the results of any revision to any forward-looking
statements.
Investors are urged to closely consider the disclosures and risk
factors in SEMG’s and RRMS’s annual reports on Form 10-K each filed
with the SEC on Feb. 26, 2016, and each of our respective quarterly
reports on Form 10-Q available from our offices or websites at
ir.semgroupcorp.com and ir.rrmidtsream.com.
SemGroup and Rose Rock Midstream use their Investor Relations
website and social media outlets as channels of distribution of
material company information. Such information is routinely posted
and accessible on our Investor Relations websites at
ir.semgroupcorp.com and ir.rrmidstream.com.
Contacts:
Investor Relations:
Alisa Perkins
918-524-8081
investor.relations@semgroupcorp.com
Media:
Kiley Roberson
918-524-8594
kroberson@semgroupcorp.com
Rose Rock Midstream, L.P. Common Units Representing Limited Partner Interests (NYSE:RRMS)
Gráfica de Acción Histórica
De May 2024 a Jun 2024
Rose Rock Midstream, L.P. Common Units Representing Limited Partner Interests (NYSE:RRMS)
Gráfica de Acción Histórica
De Jun 2023 a Jun 2024