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~~December 274, 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.)

Two Warren Place

6120 S. Yale Avenue, Suite 1500

Tulsa, OK 74136-4231

(Address of principal executive offices)

(918) 524-8100

(Registrant’s Telephone Number, including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b):

Title of each class Trading Symbol(s) Name of each exchange on which registered Class A ~~common~~Common ~~stock~~Stock SEMG New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 81.~~01.~~02 ~~Other~~Termination ~~Information~~of a Material Definitive Agreement.

AsIn ~~previously~~connection ~~disclosed~~with the consummation of the Merger (defined below), on ~~September~~December 155, 2019, SemGroup Corporation, a Delaware corporation (the “~~SemGroup~~Company” or ~~the~~ “~~Company~~SemGroup”), ~~entered~~terminated ~~into~~all ancommitments ~~Agreement~~under ~~and~~that ~~Plan~~certain ofAmended ~~Merger~~and ~~(the~~Restated ~~“Merger~~Credit Agreement”) ~~with~~(as ~~Energy Transfer LP~~amended, asupplemented ~~Delaware~~or ~~limited~~otherwise ~~partnership~~modified, (the “~~Energy~~Credit ~~Transfer~~Agreement”) ~~and~~dated ~~Nautilus~~as ~~Merger~~of ~~Sub LLC~~September 30, a2016 ~~Delaware~~among ~~limited~~SemGroup, ~~liability~~as ~~company~~borrower, ~~and~~ a ~~newly~~syndicate ~~formed, wholly owned subsidiary~~ of ~~Energy~~banks ~~Transfer~~and ~~(“Merger~~financial ~~Sub”)~~institutions, ~~pursuant~~as tolenders, ~~which Merger Sub will merge with~~ and ~~into~~Wells ~~SemGroup~~Fargo ~~(the “Merger”)~~Bank, ~~with~~National ~~SemGroup~~Association, ~~continuing~~ as ~~the~~administrative ~~surviving~~and ~~company~~collateral ~~and~~agent. aIn ~~direct~~connection ~~wholly~~with ~~owned~~the ~~subsidiary~~termination of ~~Energy~~the ~~Transfer.~~Credit OnAgreement, ~~October~~on December 305, 2019, ~~SemGroup~~all ~~filed~~outstanding ~~with~~obligations ~~the~~for ~~Securities~~principal, interest and ~~Exchange~~fees ~~Commission~~under (the ~~“SEC”)~~Credit aAgreement ~~definitive~~were ~~proxy~~paid ~~statement~~off ~~for the solicitation of proxies~~ in ~~connection~~full ~~with~~and ~~the~~all ~~special~~liens ~~meeting~~securing ofany ~~SemGroup’s~~obligations ~~stockholders~~under ~~to be held on December 4, 2019, for purposes of voting, among other things, on~~ the ~~adoption~~Credit ~~of the Merger~~ Agreement ~~(the~~were ~~“Proxy Statement/Prospectus”)~~released.

InItem connection with the Merger Agreement and the transactions contemplated thereby, [seven] complaints, including multiple purported class action complaints, have been filed on behalf of SemGroup stockholders against SemGroup and members of the SemGroup’s board of directors in the United States District Courts for the District of Delaware, Southern District of New York and the District of Colorado2. ~~The [seven] complaints are captioned as follows: Walpole v~~01. ~~SemGroup~~Completion Corporation et al., Case 1:19-cv-01957-MN (D. Del.) (Oct. 15, 2019), Thompson v. SemGroup Corporation et al., Case 1:19-cv-01948-MN (D. Del.) (Oct. 15, 2019), Lawrence v. SemGroup Corporation et al., Case 1:19-cv-02035-UNA (D. Del.) (Oct. 28, 2019), Topley v. SemGroup Corporation et al., Case 1:19-cv-09630 (S.D.N.Y.) (Oct. 18, 2019), Hills v. SemGroup Corporation et al., Case 1:19-cv-10412 (S.D.N.Y.) (Nov. 8, 2019), Marzacco v. SemGroup Corporation, et al., Case 1:19-cv-10610 (S.D.N.Y.) (Nov. 15, 2019), Stallings v. SemGroup Corporation et al., Case 1:19-cv-03108 (D.Co.) (Oct. 31, 2019), which SemGroup and Energy Transfer refer to collectively as the “Stockholder Actions”. In general, the Stockholder Actions allege that the defendants violated Sections 14(a) and 20(a) of ~~the~~Acquisition ~~Securities Exchange Act of 1934, as amended (the “Exchange Act”),~~ or ~~aided~~Disposition and abetted in such alleged violations, because the Proxy Statement/Prospectus allegedly omits or misstates material information. The Stockholder Actions seek, among other things, injunctive relief preventing the consummation of ~~the Merger, unspecified damages and attorneys’ fees~~Assets.

~~SemGroup,~~On ~~Energy Transfer and the other named defendants believe that no supplemental disclosures are required under applicable laws; however~~December 5, ~~to avoid the risk of the Stockholder Actions delaying the Merger and to minimize the expense of defending the Stockholder Actions~~2019, ~~and without admitting any liability or wrongdoing, SemGroup and~~ Energy Transfer ~~are making certain disclosures below that supplement and revise those contained in the Proxy Statement/Prospectus~~LP, ~~which~~a ~~SemGroup~~Delaware ~~and~~limited ~~Energy~~partnership ~~Transfer refer to as the~~ (“~~litigation-related supplemental disclosures.~~ET” ~~The litigation-related supplemental disclosures contained below should be read in conjunction with the Proxy Statement/Prospectus~~), ~~which~~completed ~~is available on~~ the ~~Internet~~acquisition ~~site~~of ~~maintained by~~ the ~~SEC at http://www.sec.gov~~Company, ~~along~~pursuant ~~with~~to ~~periodic reports and other information SemGroup and Energy Transfer file with~~ the ~~SEC.~~terms ~~SemGroup,~~of ~~Energy Transfer and~~ the ~~other~~Agreement ~~named defendants have denied,~~ and ~~continue~~Plan toof ~~deny~~Merger, ~~that~~dated ~~they~~as ~~have committed or assisted others in committing any violations~~ of ~~law~~September 15, ~~and~~2019 ~~expressly maintain that, to~~ (the ~~extent~~“Merger ~~applicable~~Agreement”), ~~they~~by ~~complied with their legal obligations~~ and ~~are~~among ~~providing~~ the ~~litigation-related~~Company, ~~supplemental~~ET ~~disclosures below solely to try to eliminate the burden~~ and ~~expense~~Nautilus ofMerger ~~further~~Sub ~~litigation~~LLC, toa ~~put~~Delaware ~~the~~limited ~~claims~~liability ~~that~~company ~~were or could have been asserted to rest,~~ and toa ~~avoid~~wholly ~~any~~owned ~~possible~~subsidiary ~~delay to the closing~~ of ~~the~~ET (“Merger ~~that might arise from further litigation~~Sub”). ~~Nothing~~Under in the ~~litigation-related~~terms ~~supplemental disclosures shall be deemed an admission~~ of the ~~legal~~Merger ~~necessity~~Agreement, orMerger ~~materiality~~Sub ~~under~~merged ~~applicable~~with ~~laws~~and ofinto ~~any of~~ the ~~litigation-related~~Company ~~supplemental disclosures set forth herein. To~~ (the ~~extent that the information set forth herein differs from or updates information contained in the Proxy Statement/Prospectus~~“Merger”), ~~the~~with ~~information set forth herein shall supersede or supplement~~ the ~~information~~Company insurviving the ~~Proxy~~Merger ~~Statement/Prospectus.~~as ~~All~~a ~~page~~direct ~~references~~wholly ~~are~~owned tosubsidiary ~~pages~~of ~~in the Proxy Statement/Prospectus, and terms used below, unless otherwise defined, have the meanings set forth in the Proxy Statement/Prospectus~~ET.

~~The~~At ~~members~~the effective time of the ~~SemGroup~~Merger ~~board~~on ~~unanimously~~December 5, ~~recommend~~2019 ~~that~~(the ~~SemGroup~~“Effective ~~stockholders~~Time”), ~~vote~~each share of the Company’s Class A Common Stock, par value $0.01 per share (the “~~FOR~~Common Stock”), issued and outstanding immediately prior to the ~~merger~~Effective ~~proposal~~Time was converted into the right to receive (x) $6.80 in cash, without interest (the “~~FOR~~Per Share Cash Amount”) and (y) 0.7275 (the ~~advisory~~“Exchange ~~compensation~~Ratio”) ~~proposal~~of a common unit representing a limited partner interest in ET (the “ET Common Units” and together with the Per Share Cash Amount, the “~~FOR~~Merger Consideration”). No fractional ET Common Units were issued in the ~~adjournment~~Merger, ~~proposal~~and the Company’s stockholders received cash in lieu of fractional ET Common Units.

2The issuance of ET Common Units in connection with the Merger was registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to ET’s registration statement on Form S-4 (File No. 333-234080), declared effective by the Securities and Exchange Commission (the “SEC”) on October 30, 2019. The Company’s proxy statement/prospectus (the “Proxy Statement/Prospectus”) included in ET’s registration statement contains additional information about the Merger.

~~SUPPLEMENTAL~~The ~~DISCLOSURES~~foregoing TOdescription ~~THE~~of ~~PROXY~~the ~~STATEMENT/PROSPECTUS~~Merger ~~RELATED~~and TOthe ~~STOCKHOLDER~~Merger ~~ACTIONS~~Agreement and the transactions contemplated thereby is not complete and is subject to and qualified in its entirety by reference to the Merger Agreement, a copy of which is attached hereto as Exhibit 2.1 and is incorporated herein by reference.

~~The~~Item ~~disclosure~~3.01. inNotice ~~the~~of ~~section~~Delisting ~~entitled~~or ~~“Proposal~~Failure 1:to ~~The~~Satisfy ~~Merger”~~a ~~under~~Continued ~~the~~Listing ~~heading~~Rule ~~“Background~~or ofStandard; ~~the~~Transfer ~~Merger”, beginning on page 34~~ of ~~the proxy statement, is hereby amended by:~~ Listing.

~~Amending~~In ~~and~~connection ~~restating~~with the ~~third~~consummation of the Merger, the New York Stock Exchange (the “Exchange”) was notified that each outstanding share of the Company’s Common Stock was converted into the right to receive the Merger Consideration described above, subject to the terms and ~~fourth~~conditions ~~sentences~~of inthe Merger Agreement. SemGroup requested that the ~~fifth~~Exchange ~~full~~file ~~paragraph~~a notification of removal from listing on ~~page~~Form 3625 ~~under~~with the ~~heading~~SEC ~~“Background~~with respect to the delisting of the ~~Merger”~~Company’s asshares ~~follows:~~of Common Stock. The Company’s Common Stock ceased being traded following the close of trading on December 4, 2019 and will no longer be listed on the Exchange. Furthermore, the Company intends to file with the SEC a Form 15 requesting that the reporting obligations of the Company under Sections 13(a) and 15(d) of the Exchange Act be suspended.

~~Thereafter,~~Item the SemGroup board of directors determined that it would not agree to exclusivity with any counterparty at such time and considered the value to its stockholders of a sale-of-the-company transaction despite the earlier terminated discussions with other potential buyers and ongoing negotiations with Company A in respect of the proposed joint venture transaction3.03. ~~Further,~~Material ~~the~~Modification ~~SemGroup board of directors instructed representatives of Jefferies~~ to ~~proceed~~Rights ~~with a formal market check process, including outreach to potential counterparties, in order to seek additional indications~~ of ~~value~~Security ~~for SemGroup in response to Energy Transfer’s increased, revised unsolicited proposal~~Holders.

~~Amending~~The information set forth in Items 2.01, 3.01 and ~~restating~~5.01 ~~the~~of ~~fourth~~this ~~full~~Current ~~paragraph~~Report on ~~page~~Form 398-K ~~under~~is ~~the~~incorporated ~~heading~~by ~~“Background~~reference ofinto ~~the~~this ~~Merger”~~Item as3.03. ~~follows:~~

OnPursuant ~~September 13, 2019, the SemGroup board of directors convened telephonically~~ to ~~discuss~~ the ~~status~~terms of the ~~market~~Merger check process as well as the definitive documentation with Energy Transfer. Representatives of Jefferies (i) summarized that the market check process was unable to generate a higher valuation and that Energy Transfer’s offerAgreement, aseach delineated on September 10, 2019, remained the proposal that would generate the highest value to stockholders, (ii) summarized that SemGroup received indications of interest from Company D for $12.00 per share, ~~Company E for $14.25 per share, Company F for $13.50 to $15.00 per share, Company G for $15.00 per share, and Energy Transfer for an aggregate value~~ of ~~$17.00 per share, and (iii) disclosed~~ the ownership of a de minimis amount of ET common units through a managed account by a representative of Jefferies and that Jefferies held securities of SemGroup and Energy Transfer in the ordinary course of business for its own account and for the accounts of its customers, which ownership the SemGroup board of directors determined to be immaterial. Representatives of Jefferies discussed various aspects of the potential transaction, including, without limitation, (w) a situation update and a summary of key transaction terms proposed by each potential counterparty that submitted a proposal, (x) an overview and sensitivity analysis of valuation assumptions in respect of Energy TransferCompany’s ~~proposal,~~Common ~~(y) an~~Stock ~~overview~~issued ~~of the valuation analyses of Energy Transfer~~ and ~~SemGroup,~~outstanding ~~followed~~immediately byprior ~~detail~~to ~~regarding public market trading multiples, discounted cash flow analyses, and (z) a comparison of broker research target price estimates for ET and SemGroup. The SemGroup board of directors discussed~~ the ~~merits~~Effective ofTime ~~the~~was ~~transaction~~converted ~~and~~into the ~~financial~~right ~~analyses~~to ~~provided~~receive ~~by Jefferies, together with~~ the ~~value~~Merger toConsideration ~~SemGroup’s~~as ~~stockholder~~described ~~expected to be achieved if the transaction were consummated~~above. At the ~~request~~Effective ~~of Mr. McDaniel~~Time, ~~Kirkland~~holders ~~reiterated~~of the ~~SemGroup board of directors~~Company’s ~~fiduciary~~shares ~~duties in respect~~ of ~~its~~Common ~~consideration~~Stock ofceased a strategic transaction of this nature and discussed the timing of the proposed acquisition transaction with Energy Transfer. Kirkland also summarized the status of negotiations with Energy Transfer with respect to ~~the~~have ~~merger~~any ~~agreement,~~rights ~~including,~~as ~~(a) a~~stockholders ~~proposed private letter ruling regarding the partially tax-free nature~~ of the ~~transaction~~Company, ~~(b) treatment~~other ofthan the ~~SemGroup~~right ~~preferred~~to ~~stock~~receive ~~in compliance with~~ the ~~terms~~Merger ofConsideration ~~the~~as ~~certificate~~set offorth designations governing the terms thereof, (c) SemGroup’s non-solicitation obligations, including the prohibition against SemGroup soliciting an acquisition proposal during the pendency of the merger, (d) the break-up fee, (e) the “hell-or-high-water” standard and burden of risk in respect of clearance under United States anti-competition laws, and (f) the negative operating covenants during the pendency of the merger, including in respect of employee retention matters and charitable giving commitmentsabove.

SemGroup equity awards were treated as follows in connection with the Merger:

•

Each award of SemGroup restricted share units, vested or unvested (other than those held by non-employee directors of SemGroup) (a “SemGroup RSU Award”), that was outstanding immediately prior to the Effective Time was assumed by ET and converted into a restricted unit award to receive a number of ET Common Units (an “Assumed RSU Award”) equal to the number of shares of Common Stock subject to such SemGroup RSU Award immediately prior to the Effective Time multiplied by a ratio equal to the Per Share Cash Amount divided by the closing price of one ET Common Unit on the Exchange on the date prior to the closing date plus the Exchange Ratio, rounded up or down to the nearest whole ET Common Unit. Each Assumed RSU Award (i) is otherwise subject to same terms and conditions as were applicable to the corresponding original SemGroup RSU Award and (ii) will fully accelerate upon a termination without “cause,” for “good reason” or as a result of the holder’s death or disability.

•

Each award of SemGroup restricted stock (other than those held by non-employee directors of SemGroup) (a “SemGroup Restricted Stock Award”) that was outstanding immediately prior to the Effective Time was assumed by ET and converted into a restricted unit award representing a contractual right upon vesting to receive a number of ET Common Units (an “Assumed Restricted Stock Award”) equal to the product obtained by multiplying (x) the number of shares of Common Stock subject to such SemGroup Restricted Stock Award immediately prior to the Effective Time by (y) the Exchange Ratio, rounded up or down to the nearest whole ET Common Unit. Each Assumed Restricted Stock Award (i) is otherwise subject to the same terms and conditions as were applicable to the corresponding original SemGroup Restricted Stock Award and (ii) will fully accelerate upon a termination without “cause,” for “good reason” or as a result of the holder’s death or disability.

•

Each award of SemGroup restricted stock and SemGroup restricted share units held by a non-employee director of SemGroup was fully vested and settled with shares of SemGroup’s Common Stock prior to consummation of the Merger. As of the Effective Time, such shares of SemGroup’s Common Stock converted into the right to receive the Merger Consideration pursuant to the terms of the Merger Agreement.

•

Each award of SemGroup performance share units was fully vested with performance deemed achieved at target and settled with shares of SemGroup’s Common Stock prior to consummation of the Merger. As of the Effective Time, such shares of SemGroup’s Common Stock converted into the right to receive the Merger Consideration pursuant to the terms of the Merger Agreement.

Item 5.01.

Changes in Control of Registrant.

As a result of the Merger, a change of control of SemGroup occurred on December 5, 2019, and SemGroup is now a direct wholly owned subsidiary of ET.

The information in Item 2.01, 3.03 and 5.02 is incorporated herein by reference.

Item 5.02.

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

At the Effective Time, each member of the Company’s board of directors resigned from the board and ceased to be directors of the Company. The members of the Company’s board immediately prior to the Effective Time were Ronald A. Ballschmiede, Sarah M. Barpoulis, Carlin G. Conner, Karl F. Kurz, James H. Lytal, William J. McAdam and Thomas R. McDaniel. None of these resignations were a result of any disagreement with the Company, its management or its board of directors.

Effective on December 5, 2019, Kelcy L Warren and Thomas E. Long were elected to the Company’s board of directors pursuant to the terms of the Merger Agreement.

Also at the Effective Time, each of the Company’s existing officers, including Carlin G. Conner, Robert N. Fitzgerald, Susan S. Lindberg, Timothy R. O’Sullivan, Thomas F. DeLorbe and Thomas D. Sell, were replaced with officers of Merger Sub pursuant to the terms of the Merger Agreement.

Effective on December 5, 2019, Kelcy L Warren was appointed Chief Executive Officer of the Company and Thomas E. Long was appointed Chief Financial Officer of the Company.

With respect to each of Messrs. Warren and Long, there are no arrangements or understandings between such director and any other persons pursuant to which he will serve as a director (other than the Merger Agreement). Mr. Warren is the Chief Executive Officer and Chairman of the general partner of ET and the Chief Executive Officer and Chairman of the general partner of Energy Transfer Operating, L.P., a Delaware limited partnership and a subsidiary of ET (“ETO”). Mr. Long is the Chief Financial Officer of the general partner of ET and the Chief Financial Officer of the general partner of ETO. There are no relationships between Messrs. Warren and Long and the Company or any related person of the Company that would require disclosure pursuant to Item 404(a) of Regulation S-K.

~~Adding~~Item ~~the~~5.07. ~~following,~~Submission ~~immediately~~of ~~prior~~Matters to ~~the~~a ~~heading~~Vote ~~“Implied~~of ~~Premia~~Security ~~Analysis” on page 47:~~ Holders.

~~Management~~On ~~Financial~~December 4, ~~Forecasts~~2019, the Company held a special meeting of stockholders (the “Special Meeting”) in Tulsa, Oklahoma to consider certain proposals related to the Merger Agreement. A total of 79,606,089 shares of Common Stock were entitled to vote as of October 25, 2019, the record date for the Special Meeting (the “Record Date”). There were 63,809,553 shares of Common Stock present, in person or by proxy, at the Special Meeting (or 82.7% of the outstanding shares of Common Stock). As of the Record Date, there were 350,000 shares of the Company’s Series A Cumulative Perpetual Convertible Preferred Stock (“Preferred Stock”) outstanding. Holders of shares of Preferred Stock were entitled to vote together with the holders of shares of Common Stock as a single class. Each holder of shares of Preferred Stock was entitled to a number of votes equal to the number of votes such holder would have had if all shares of Preferred Stock held by such holder had been converted into shares of Common Stock as of the Record Date. As of the Record Date, the outstanding shares of Preferred Stock were convertible into an aggregate of 11,987,820 shares of Common Stock and such amount represented an equal number of votes that holders of Preferred Stock were entitled to cast, in person or by proxy, at the Special Meeting. Giving effect to the Preferred Stock on an as-converted basis, there were 11,646,578 shares of Preferred Stock present, in person or by proxy, at the Special Meeting.

InSet ~~its~~forth ~~analysis,~~below ~~Jefferies~~are ~~utilized~~the ~~for~~matters ~~comparison~~acted ~~purposes~~upon ~~certain~~the ~~financial~~stockholders ~~forecasts~~at ofthe ~~SemGroup~~Special Meeting, and ~~Energy~~the ~~Transfer~~final ~~furnished~~results of each such proposal. Voting results below give effect to ~~Jefferies~~votes cast, in person or by ~~the~~proxy, ~~respective~~by ~~management~~holders of ~~SemGroup~~Preferred ~~and~~Stock ~~Energy~~on ~~Transfer,~~an ~~set~~as-converted ~~forth~~basis. ~~below:~~

~~Financial~~Proposal ~~forecasts~~1 of- ~~SemGroup~~Merger ~~furnished~~Agreement byProposal ~~SemGroup management:~~

	2019E		2020E		2021E		2022E		2023E		2024E
	($ in millions)
Adjusted EBITDA	$	413	$	476	$	521	$	624	$	651	$	671
Cash Available for Dividends	$	142	$	152	$	170	$	219	$	230	$	253

The Company’s stockholders approved and adopted the Merger Agreement. The results of the vote were as follows:

Financial forecasts of Energy Transfer furnished by Energy Transfer management:


For	Against	Abstain
75,205,576	139,913	110,642

	2019E		2020E		2021E		2022E
	($ in millions)
Consolidated EBITDA	$	11,232	$	11,322	$	12,115	$	12,841
Distributable Cash Flow	$	6,375	$	6,256	$	6,610	$	7,264

Proposal 2 - Advisory Vote on Executive Compensation

~~Amending~~The ~~and~~Company’s ~~restating~~stockholders ~~the~~voted ~~first~~to ~~paragraph~~approve, ~~and~~on ~~the~~an ~~lists~~advisory ~~entitled~~(non-binding) ~~“Comparable~~basis, ~~public~~specified ~~companies~~compensation ~~with~~that ~~respect~~may tobe ~~SemGroup”~~paid ~~and~~or ~~“Comparable~~become ~~public~~payable ~~companies with respect~~ to ~~Energy~~the ~~Transfer”~~Company’s onnamed ~~pages~~executive 48officers ~~and~~in 49connection ~~under~~with the ~~heading~~Merger. ~~“Selected~~The ~~Public~~results ~~Companies Analysis”~~ of ~~“Opinion~~the ofvote ~~SemGroup’s~~were ~~Financial Advisor”~~ as follows:

Using publicly available information, selected analyst reports and information provided by SemGroup and Energy Transfer, Jefferies analyzed (i) the selected financial data of SemGroup with similar data of ten crude oil and refined products public companies that Jefferies judged to be comparable to SemGroup for purposes of its valuation analysis, based on the ratio of enterprise value to EBITDA and the distribution or dividend yield of each such comparable company, as set forth in the table “Comparable public companies with respect to SemGroup” and (ii) the selected financial data of Energy Transfer with similar data of six large cap pipeline public companies that Jefferies judged to be comparable to Energy Transfer for purposes of its valuation analysis, based on the ratio of enterprise value to EBITDA and the distribution or dividend yield of each such comparable company, as set forth in the table “Comparable public companies with respect to Energy Transfer”. These companies, which are referred to as comparable public companies, were selected because they were deemed to be similar to SemGroup or Energy Transfer, as applicable, in one or more respects, including the nature of their business, size, diversification and financial performance, including such ratios and yields. No specific numeric or other similar criteria were used to select the comparable public companies and all criteria were evaluated in their entirety without application of definitive qualifications or limitations to individual criteria. As a result, a significantly larger or smaller company with substantially similar lines of business and business focus may have been included while a similarly sized company with less similar lines of business and greater diversification may have been excluded. The comparable public companies were:


For	Against	Abstain
66,399,144	8,933,561	123,426

~~Comparable~~Item ~~public~~7.01 ~~companies~~Regulation ~~with~~FD ~~respect to SemGroup:~~ Disclosure.

	EV / EBITDA				Distribution / Dividend Yield
Company	2019E		2020E		Current			2020E
Enbridge Inc.		12.9x		12.5x		6.3	%		6.9	%
Plains All American Pipeline, L.P.		9.5x		10.2x		6.7	%		7.1	%
Magellan Midstream Partners, L.P.		13.2x		12.6x		6.2	%		6.5	%
Phillips 66 Partners LP		13.6x		12.0x		5.9	%		6.4	%
Shell Midstream Partners, L.P.		13.2x		11.4x		8.3	%		8.8	%
Tallgrass Energy, LP		9.5x		10.2x		10.8	%		11.1	%
NuStar Energy L.P.		11.6x		10.9x		8.6	%		8.6	%
Holly Energy Partners, L.P.		11.9x		11.7x		10.4	%		10.6	%
PBF Logistics LP		10.7x		9.7x		9.6	%		10.1	%
Delek Logistics Partners, LP		10.5x		8.7x		11.0	%		11.9	%

On December 4, 2019, the Company issued a press release announcing stockholder approval of the Merger. On December 5, 2019, the Company and ET issued a joint press release announcing the completion of the Merger. A copy of the press releases are attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively, and are incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits

(d)

Exhibits


Exhibit Number		Description

	2.1	Agreement and Plan of Merger, dated as of September 15, 2019 by and among SemGroup Corporation, Energy Transfer LP and Nautilus Merger Sub LLC (filed as Exhibit 2.1 to the Company’s current report on Form 8-K dated September 15, 2019, filed September 16, 2019, and incorporated herein by reference)

	99.1	Press Release of SemGroup Corporation dated December 4, 2019

	99.2	Joint Press Release of Energy Transfer LP and SemGroup Corporation dated December 5, 2019

	104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

*	All schedules to the Merger Agreement have been omitted pursuant to Item 601(b)(2) of Regulation SK. A copy of any omitted schedule and/or exhibit will be furnished to the Securities and Exchange Commission upon request.

Comparable public companies with respect to Energy Transfer:

	EV / EBITDA				Distribution / Dividend Yield
Company	2019E		2020E		Current			2020E
Enterprise Products Partners L.P.		11.2x		10.9x		6.2	%		6.4	%
Kinder Morgan, Inc.		10.6x		10.3x		4.9	%		6.0	%
The Williams Companies, Inc.		11.0x		10.4x		6.2	%		6.7	%
MPLX LP		11.8x		9.5x		9.2	%		9.8	%
Plains All American Pipeline, L.P.		9.5x		10.2x		6.7	%		7.1	%
Magellan Midstream Partners, L.P.		13.2x		12.6x		6.2	%		6.5	%

Amending and restating the first paragraph on page 50 under the heading “Discounted Cash Flow Analysis” of “Opinion of SemGroup’s Financial Advisor” as follows:

Jefferies performed a discounted cash flow analysis to estimate the present value of cash available for dividends of SemGroup and distributable cash flow of Energy Transfer, from calendar year 2020 through calendar year 2024 with respect to SemGroup and from calendar year 2020 through calendar year 2022 with respect to Energy Transfer, using financial projections provided by SemGroup and Energy Transfer, discount rates of 10.77% and 9.77% with respect to SemGroup, discount rates of 10.15% and 9.15% with respect to Energy Transfer, terminal yield values of 12.50% and 11.50% with respect to SemGroup and terminal yield values of 8.50% and 7.50% with respect to Energy Transfer. In selecting the discount rates, Jefferies calculated SemGroup’s and Energy Transfer’s respective cost of equity. The cost of equity calculation utilized analysis of selected publicly traded entities that Jefferies deemed relevant in one or more respects. Such analysis takes into account certain financial metrics, including capital structure, the cost of long-term Treasury debt, tax rates and betas for such publicly traded entities, as well as certain financial metrics for the U.S. financial markets generally.

Amending and restating the first paragraph on page 51 under the heading “Selected Transactions Analysis” of “Opinion of SemGroup’s Financial Advisor” as follows:

Using publicly available information, Jefferies analyzed the premiums offered in ten selected comparable mergers announced since January 2013, set forth in the table below, which are collectively referred to as the selected comparable transactions. Jefferies determined such transactions comparable, in its professional judgement, because the parties were deemed to be similar to SemGroup or Energy Transfer, as applicable, in one or more respects, including the nature of their business, size, diversification and financial performance.

					% Premium
Date	Buyer	Seller	Consideration		One-Day Prior Spot			Seven-Day Prior Average			30-Day Prior Average
05/10/19	IFM Global Infrastructure Fund	Buckeye Partners LP		Cash		27.5	%		24.7	%		23.1	%
08/29/17	Zenith Energy Inc.	Arc Logistics Partners L.P.		Cash		15.2	%		15.5	%		10.9	%
05/18/17	Energy Transfer Partners	PennTex Midstream Partners		Cash & Stock		18.0	%		21.1	%		19.2	%
09/06/16	Enbridge, Inc.	Spectra Energy Corp.		Stock		11.6	%		12.9	%		11.7	%
07/13/15	MPLX LP	MarkWest Energy Partners LP		Cash & Stock		31.6	%		35.6	%		29.9	%
11/12/14	Enterprise Products Partners L.P.	Oiltanking Partners L.P.		Stock		8.6	%		9.9	%		7.0	%
10/13/14	Targa Resources Partners LP	Atlas Energy L.P.		Cash & Stock		15.0	%		9.5	%		7.3	%
10/10/13	Regency Energy Partners	PVR Partners		Stock		25.7	%		25.1	%		23.6	%
05/06/13	Inergy Midstream	Crestwood Midstream Partners		Stock		14.5	%		13.7	%		12.5	%
01/29/13	Kinder Morgan Energy Partners L.P.	Copano Energy, L.L.C.		Stock		23.5	%		22.2	%		26.2	%

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements generally can be identified by the fact that they do not relate strictly to historical or current facts. Statements preceded by, followed

by or that otherwise include the words “believes,” “expects,” “anticipates,” “intends,” “projects,” “estimates,” “plans,” “may increase,” “may fluctuate,” “will,” “should,” “would,” “may” and “could” or similar words or expressions are generally intended to identify forward-looking statements. Specific forward-looking statements include statements regarding the Company’s plans and expectations with respect to the proposed transaction and the anticipated impact of the proposed transaction on the Company’s results of operations, financial position, growth opportunities and competitive position. These statements reflect the Company’s current views with respect to future events based on management’s experience and perception of historical trends, current conditions, anticipated future developments and other factors believed to be appropriate. No assurances can be given, however, as of this date that these events will occur or that these projections will be achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors that are difficult to predict and could cause actual results to be materially different from those expressed in or implied by such forward-looking statements. Some of these factors include the Company’s ability to consummate the proposed transaction on the expected timeframe or at all, including due to the inability to obtain all approvals necessary or the failure of other closing conditions; the volatility of oil and natural gas prices; any sustained reduction in demand for, or supply of, the petroleum products we gather, transport, process, market and store; the overall forward markets for crude oil, natural gas and natural gas liquids; operational, regulatory and environment risks; cost and availability of equipment and labor; the Company’s ability to finance its activities; and other risks more fully discussed in the Company’s filings with the Securities and Exchange Commission (the “SEC”), including its Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q, available on the Company’s website or the SEC’s website at www.sec.gov. Any forward-looking statement speaks only as of the date of which such statement is made and the Company undertakes no obligation to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable law.

Additional Information and Where to Find It

The Company has filed a definitive proxy statement and a form of proxy card with the U.S. Securities and Exchange Commission (the “SEC”) in connection with the solicitation of proxies for the special meeting of the Company’s shareholders (the “Definitive Proxy Statement”). Investors and security holders may obtain a free copy of the Definitive Proxy Statement, any amendments or supplements to the Definitive Proxy Statement and other documents filed by the Company with the SEC from the SEC’s website at www.sec.gov. Security holders and other interested parties will also be able to obtain, without charge, a copy of the Definitive Proxy Statement, any amendments or supplements to the Definitive Proxy Statement and other documents (when available) by directing a request by mail or telephone to Investor Relations, SemGroup Corporation, 6120 S. Yale Ave, Suite 1500, Tulsa, OK 74136-4231. Copies of the documents filed by the Company with the SEC will be available free of charge on the Company’s website at ir.semgroup.com.

Participants in the Solicitation

The Company, its directors and certain of its executive officers are participants in the solicitation of proxies from the Company’s shareholders in connection with the matters to be considered at a special meeting of the Company’s shareholders. Information about the Company’s directors and executive officers is available in the Definite Proxy Statement and certain of the Company’s other SEC filings made subsequent to the date of the Definitive Proxy Statement. To the extent holdings of the Company’s securities by such directors or executive officers have changed since the amounts printed in the Definitive Proxy Statement, such changes have been or will be reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Changes in Beneficial Ownership on Form 4 filed with the SEC. Additional information regarding the identity of potential participants, and their direct or indirect interests, by security holdings or otherwise, is set forth in the Definitive Proxy Statement and other materials to be filed with the SEC in connection with the special meeting of the Company’s Shareholders.

No Offer or Solicitation

This document is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote in any jurisdiction pursuant to the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. Subject to certain exceptions to be approved by the relevant regulators or certain facts to be ascertained, the public offer will not be made directly or indirectly, in or

into any jurisdiction where to do so would constitute a violation of the laws of such jurisdiction, or by use of the mails or by any means or instrumentality (including facsimile transmission, telephone and the internet) of interstate or foreign commerce, or any facility of a national securities exchange, of any such jurisdiction.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SEMGROUP CORPORATION
Dated: November 27, 2019	By:	/s/ William H. Gault
Dated: December 5, 2019	By:	/s/ Thomas E. Long
	Name:	~~William~~Thomas HE. ~~Gault~~Long
	Title:	~~Secretary~~Chief Financial Officer

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