SemGroup® Corporation (NYSE:SEMG) today announced that it will hold
a special meeting of stockholders in connection with the proposed
acquisition of Rose Rock Midstream®, L.P. (NYSE:RRMS) on Sept. 29,
2016 at 8 a.m. Central Time, at the Doubletree Hilton Hotel, Tulsa,
6110 South Yale Ave., Oklahoma 74136.
At the special meeting, stockholders will consider and vote on,
among other things, a proposal to approve the issuance of SemGroup
common stock pursuant to the previously announced agreement
providing for SemGroup’s acquisition of all of the outstanding
common units of Rose Rock not already owned by the company in an
all stock-for-unit transaction. SemGroup’s stockholders of
record at the close of business on Aug. 22, 2016 will be entitled
to receive notice of and to vote at the special meeting.
Subject to customary approvals and conditions and approval by
SemGroup’s stockholders, the transaction is expected to close on
Sept. 30, 2016. Rose Rock common unitholders have approved
the transaction. SemGroup owns approximately 56 percent of
Rose Rock common units, which was sufficient to approve the
transaction on behalf of the holders of Rose Rock common units.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
In connection with the proposed merger of SemGroup and Rose
Rock, SemGroup filed a registration statement on Form S-4 with the
Securities and Exchange Commission (the "Commission") which has
been declared effective by the Commission that includes a joint
solicitation statement/prospectus and other relevant documents
concerning the proposed transaction. YOU ARE URGED TO READ THE
JOINT SOLICITATION STATEMENT/PROSPECTUS AND THE OTHER RELEVANT
DOCUMENTS FILED WITH THE COMMISSION BECAUSE THEY CONTAIN IMPORTANT
INFORMATION ABOUT SemGroup, Rose Rock AND THE PROPOSED TRANSACTION.
The joint solicitation statement/prospectus and the other documents
filed with the Commission may be obtained free of charge at the
Commission’s website, www.sec.gov. In addition, you may obtain free
copies of the joint solicitation statement/prospectus and the other
documents filed by SemGroup and Rose Rock 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.
SemGroup and Rose Rock 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
SemGroup’s directors and executive officers and their ownership of
SemGroup common stock is set forth in SemGroup’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 Rose Rock’s Annual Report on Form 10-K
for the year ended Dec. 31, 2015 filed on Feb. 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, is
contained in the joint solicitation statement/prospectus and other
materials filed by SemGroup with the Commission, as amended from
time to time. Stockholders may obtain additional information about
the interests of the directors and executive officers in the
proposed transaction by reading the joint solicitation
statement/prospectus.
Forward-Looking StatementsAll statements, other
than statements of historical fact, included in this press release
including the prospects of our industry, our anticipated financial
performance, our anticipated annual dividend growth rate,
management's plans and objectives for future operations, planned
capital expenditures, business prospects, outcome of regulatory
proceedings, market conditions and other matters, may constitute
forward-looking statements. Although we believe that the
expectations reflected in these forward-looking statements are
reasonable, we cannot assure you that these expectations will prove
to be correct. These forward-looking statements are subject to
certain known and unknown risks and uncertainties, as well as
assumptions that could cause actual results to differ materially
from those reflected in these forward-looking statements. Factors
that might cause actual results to differ include, but are not
limited to, the closing, expected timing, and benefits of the
proposed transaction pursuant to which we will acquire all of the
outstanding common units of our subsidiary, Rose Rock Midstream,
L.P. (“Rose Rock”), not already owned by us; our ability to
generate sufficient cash flow from operations to enable us to pay
our debt obligations and our current and expected dividends or to
fund our other liquidity needs; the ability of Rose Rock to
generate sufficient cash flow from operations to provide the level
of cash distributions we expect; any sustained reduction in demand
for, or supply of, the petroleum products we gather, transport,
process, market and store; 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 market conditions and the credit ratings for our debt
obligations and equity; the loss of, or a material nonpayment or
nonperformance by, any of our key customers; the amount of cash
distributions, capital requirements and performance of our
investments and joint ventures; the amount of collateral required
to be posted from time to time in our purchase, sale or derivative
transactions; the impact of operational and developmental hazards
and unforeseen interruptions; our ability to obtain new sources of
supply of petroleum products; competition from other midstream
energy companies; our ability to comply with the covenants
contained in our credit agreements and the indentures governing our
senior notes, including requirements under our credit agreements to
maintain certain financial ratios; our ability to renew or replace
expiring storage, transportation and related contracts; the overall
forward markets for crude oil, natural gas and natural gas liquids;
the possibility that the construction or acquisition of new assets
may not result in the corresponding anticipated revenue increases;
changes in currency exchange rates; weather and other natural
phenomena, including climate conditions; a cyber attack involving
our information systems and related infrastructure, or that of our
business associates; the risks and uncertainties of doing business
outside of the U.S., including political and economic instability
and changes in local governmental laws, regulations and policies;
costs of, or changes in, laws and regulations and our failure to
comply with new or existing laws or regulations, particularly with
regard to taxes, safety and protection of the environment; the
possibility that our hedging activities may result in losses or may
have a negative impact on our financial results; general economic,
market and business conditions; as well as other risk factors
discussed from time to time in each of our documents and reports
filed with the SEC.
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.
About SemGroup Based in Tulsa, Okla., 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.
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.
About Rose Rock MidstreamRose Rock Midstream®,
L.P. (NYSE:RRMS) is a growth-oriented Delaware limited partnership
formed by SemGroup® Corporation (NYSE:SEMG) to own, operate,
develop and acquire a diversified portfolio of midstream energy
assets. Headquartered in Tulsa, Okla., 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, Okla. crude oil marketing hub.
Contacts:
Investor Relations:
Alisa Perkins
SemGroup - 918-524-8081
Rose Rock Midstream - 918-524-7711
investor.relations@semgroupcorp.com
roserockir@rrmidstream.com
Media:
Kiley Roberson
918-524-8594
kroberson@semgroupcorp.com
kroberson@rrmidstream.com
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