(Mark One)
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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20-3533152
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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Title of Each Class
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Name of Each Exchange on Which Registered
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Class A Common Stock, par value $0.01 per share
Warrants to Purchase Common Stock
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New York Stock Exchange
New York Stock Exchange
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Large Accelerated Filer
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Accelerated Filer
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Non-Accelerated Filer
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(Do not check if a smaller reporting company)
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Smaller Reporting Company
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(1)
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Financial Statements.
The consolidated financial statements of the Company included in this Form 10-K are listed on page F-1, which follows the signature page to this Form 10-K.
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(2)
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Financial Statement Schedules.
All financial statement schedules are omitted as inapplicable or because the required information is contained in the financial statements or the notes thereto.
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(3)
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Exhibits.
The following documents are included as exhibits to this Amendment No. 1. Those exhibits below incorporated by reference herein are indicated as such by the information supplied in the parenthetical thereafter. If no parenthetical appears after an exhibit, such exhibit is filed with this Amendment No. 1 or, except as otherwise noted, was filed with the Form 10-K of the Registrant filed on March 1, 2013.
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Exhibit
Number
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Description
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2.1
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Fourth Amended Joint Plan of Affiliated Debtors filed with the United States Bankruptcy Court for the District of Delaware on October 27, 2009 (filed as Exhibit 2.1 to our registration statement on Form 10, File No. 001-34736 (the “Form 10”)).
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2.2
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Contribution Agreement dated August 31, 2011, among SemStream, L.P., a wholly-owned subsidiary of SemGroup Corporation, NGL Supply Terminal Company LLC, NGL Energy Partners LP and NGL Energy Holdings LLC (filed as Exhibit 2.1 to our current report on Form 8-K dated November 1, 2011, filed November 4, 2011).
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2.3
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Second Amended and Restated Limited Liability Company Agreement of NGL Energy Holdings LLC (filed as Exhibit 2.2 to our current report on Form 8-K dated November 1, 2011, filed November 4, 2011).
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2.4
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First Amended and Restated Registration Rights Agreement dated October 3, 2011, among NGL Energy Partners LP, Hicks Oil & Hicksgas, Incorporated, NGL Holdings, Inc., Krim2010, LLC, Infrastructure Capital Management, LLC, Atkinson Investors, LLC, Stanley A. Bugh, Robert R. Foster, Brian K. Pauling, Stanley D. Perry, Stephen D. Tuttle, Craig S. Jones, Daniel Post, Mark McGinty, Sharra Straight, David Eastin, AO Energy, Inc., E. Osterman, Inc., E. Osterman Gas Service, Inc., E. Osterman Propane, Inc., Milford Propane, Inc., Osterman Propane, Inc., Propane Gas, Inc., and Saveway Propane Gas Service, Inc. (filed as Exhibit 2.3 to our current report on Form 8-K dated November 1, 2011, filed November 4, 2011).
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2.5
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Amendment No. 1 and Joinder to First Amended and Restated Registration Rights Agreement dated November 1, 2011, between NGL Energy Holdings LLC and SemStream, L.P. (filed as Exhibit 2.4 to our current report on Form 8-K dated November 1, 2011, filed November 4, 2011).
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2.6
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Contribution Agreement, dated as of January 8, 2013, by and among SemGroup Corporation, Rose Rock Midstream Holdings, LLC, Rose Rock Midstream GP, LLC, Rose Rock Midstream, L.P. and Rose Rock Midstream Operating, L.L.C. (filed as Exhibit 2.1 to our current report on Form 8-K dated January 8, 2013, filed January 14, 2013).
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3.1
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Amended and Restated Certificate of Incorporation, dated as of November 30, 2009, of SemGroup Corporation (filed as Exhibit 3.1 to the Form 10).
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3.2
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Amended and Restated Bylaws, dated as of October 28, 2011, of SemGroup Corporation (filed as Exhibit 3.1 to our current report on Form 8-K dated October 28, 2011, filed October 28, 2011).
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4.1
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Form of stock certificate for our Class A Common Stock, par value $0.01 per share (filed as Exhibit 4.1 to the Form 10).
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4.2
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Form of stock certificate for our Class B Common Stock, par value $0.01 per share (filed as Exhibit 4.2 to the Form 10).
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4.3
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Warrant Agreement dated as of November 30, 2009, by and between SemGroup Corporation and Mellon Investor Services, LLC (filed as Exhibit 4.3 to the Form 10).
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4.4
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Form of warrant certificate (filed as Exhibit 4.4 to the Form 10).
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4.5*
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First Amendment to Warrant Agreement, dated as of November 1, 2012, by and between SemGroup Corporation and Computershare Shareowner Services LLC (successor-in-interest to Mellon Investor Services, LLC).
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Exhibit
Number
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Description
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10.1
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Credit Agreement (the “Credit Facility”) dated as of June 17, 2011, among SemGroup Corporation, as borrower, the lenders parties thereto from time to time, and The Royal Bank of Scotland PLC, as Administrative Agent and Collateral Agent (filed as Exhibit 10 to our current report on Form 8-K dated June 17, 2011, filed June 21, 2011).
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10.2
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Second Amendment to the Credit Facility, dated as of September 19, 2011 (filed as Exhibit 10 to our current report on Form 8-K dated September 19, 2011, filed September 23, 2011).
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10.3+
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SemGroup Corporation Board of Directors Compensation Plan (filed as Exhibit 10.6 to the Form 10).
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10.4+
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SemGroup Corporation Nonexecutive Directors’ Compensation Deferral Program (filed as Exhibit 10.7 to the Form 10).
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10.5+
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SemGroup Corporation Equity Incentive Plan (filed as Exhibit 10.8 to the Form 10).
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10.6+
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SemGroup Corporation Equity Incentive Plan Form of Restricted Stock Award Agreement for Directors (filed as Exhibit 10.9 to the Form 10).
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10.7+
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Amendment No. 1 to SemGroup Corporation Equity Incentive Plan Form of Restricted Stock Award Agreement for Directors (filed as Exhibit 10.15 to the Form 10).
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10.8+
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SemGroup Corporation Equity Incentive Plan Form of Restricted Stock Award Agreement for executive officers and employees in the United States (filed as Exhibit 10.10 to the Form 10).
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10.9+
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Amendment No. 1 to SemGroup Corporation Equity Incentive Plan Form of Restricted Stock Award Agreement for executive officers and employees in the United States (filed as Exhibit 10.16 to the Form 10).
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10.10+
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Amendment No. 2 to SemGroup Corporation Equity Incentive Plan Form of Restricted Stock Award Agreement for executive officers and employees in the United States (filed as Exhibit 10.10 to our annual report on Form 10-K for the fiscal year ended December 31, 2011, filed February 29, 2012 (the "2011 Form 10-K")).
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10.11+
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Employment Agreement dated as of November 30, 2009, by and among SemManagement, L.L.C., SemGroup Corporation and Norman J. Szydlowski (filed as Exhibit 10.11 to the Form 10).
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10.12+
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Letter Amendment dated March 18, 2010, by and among SemManagement, L.L.C., SemGroup Corporation and Norman J. Szydlowski, amending the Employment Agreement dated as of November 30, 2009 (filed as Exhibit 10.12 to the Form 10).
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10.13+
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Form of Severance Agreement between SemGroup Corporation and each of its executive officers other than Norman J. Szydlowski (filed as Exhibit 10.13 to the Form 10).
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10.14+
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Form of Amendment to Severance Agreement between SemGroup Corporation and certain of its executive officers (filed as Exhibit 10.14 to the 2011 Form 10-K).
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10.15+
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SemGroup Corporation Equity Incentive Plan Form of Retention Award Agreement for certain executive officers (filed as Exhibit 10.14 to the Form 10).
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10.16+
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SemGroup Corporation Equity Incentive Plan Form of Restricted Stock Award Agreement for Directors for awards granted on or after August 31, 2010 (filed as Exhibit 10.17 to the Form 10).
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10.17+
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SemGroup Corporation Equity Incentive Plan Form of Restricted Stock Award Agreement for executive officers and employees in the United States for awards granted on or after August 31, 2010 (filed as Exhibit 10.18 to the Form 10).
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10.18+
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Form of 2011 Performance Share Unit Award Agreement under the SemGroup Corporation Equity Incentive Plan for executive officers (filed as Exhibit 10.1 to our current report on Form 8-K dated January 24, 2011, filed January 24, 2011).
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10.19+
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Form of Restricted Stock Award Agreement under the SemGroup Corporation Equity Incentive Plan for executive officers and employees in the United States during 2011 (filed as Exhibit 10.2 to our current report on Form 8-K dated January 24, 2011, filed January 24, 2011).
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10.20+
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Form of 2012 Performance Share Unit Award Agreement under the SemGroup Corporation Equity Incentive Plan for executive officers (filed as Exhibit 10.20 to the 2011 Form 10-K).
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10.21+
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Form of Restricted Stock Award Agreement under the SemGroup Corporation Equity Incentive Plan for executive officers and employees in the United States for awards granted on or after January 1, 2012 (filed as Exhibit 10.21 to the 2011 Form 10-K).
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Exhibit
Number
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Description
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10.22+
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SemGroup Corporation Short-Term Incentive Program (filed as Exhibit 10.1 to our current report on Form 8-K dated February 24, 2011, filed March 2, 2011).
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10.23+
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Consulting Services Agreement, effective as of February 2, 2012, by and between SemGroup Corporation and David B. Gorte (filed as Exhibit 10.23 to the 2011 Form 10-K).
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10.24
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Credit Agreement dated November 10, 2011, among Rose Rock Midstream, L.P., as borrower, The Royal Bank of Scotland PLC, as administrative agent and collateral agent, the other agents party thereto and the lenders and issuing banks party thereto (filed as Exhibit 10.1 to Rose Rock Midstream, L.P.’s registration statement on Form S-1, File No. 333-176260).
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10.25
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Second Amended and Restated Agreement of Limited Partnership of Rose Rock Midstream, L.P. (filed as Exhibit 3.1 to Rose Rock Midstream, L.P.’s current report on Form 8-K dated December 14, 2011, filed December 20, 2011).
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10.26
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First Amended and Restated Limited Liability Company Agreement of Rose Rock Midstream GP, LLC (filed as Exhibit 3.2 to Rose Rock Midstream, L.P.’s current report on Form 8-K dated December 14, 2011, filed December 20, 2011).
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10.27+
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Rose Rock Midstream Equity Incentive Plan (filed as Exhibit 10.1 to Rose Rock Midstream, L.P.’s current report on Form 8-K dated December 8, 2011, filed December 14, 2011).
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10.28+
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Form of Restricted Unit Award Agreement (Employees) under the Rose Rock Midstream Equity Incentive Plan (filed as Exhibit 10.3.1 to Rose Rock Midstream, L.P.’s annual report on Form 10-K for the fiscal year ended December 31, 2011, filed February 29, 2012).
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10.29
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Fifth Amendment to the Credit Facility, dated as of September 26, 2012 (filed as Exhibit 10.1 to our quarterly report on Form 10-Q for the quarter ended September 30, 2012, filed November 9, 2012).
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10.30
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First Amendment, dated as of September 26, 2012, to the Credit Agreement among Rose Rock Midstream, L.P., certain subsidiaries of Rose Rock Midstream, L.P., as guarantors, the lenders party thereto and The Royal Bank of Scotland plc, as administrative agent and collateral agent for the lenders (filed as Exhibit 10.2 to our quarterly report on Form 10-Q for the quarter ended September 30, 2012, filed November 9, 2012).
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10.31+**
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SemGroup Corporation Equity Incentive Plan Form of Restricted Stock Award Agreement for Directors for awards granted on or after May 22, 2012.
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10.32
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Amendment No. 1 to the Second Amended and Restated Agreement of Limited Partnership of Rose Rock Midstream, L.P. (filed as Exhibit 3.1 to Rose Rock Midstream, L.P.'s current report on Form 8-K dated January 8, 2013, filed January 14, 2013).
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10.33+*
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SemGroup Corporation Equity Incentive Plan Form of Restricted Stock Award Agreement for executive officers and employees in the United States for awards granted on or after March 1, 2013.
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10.34+*
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SemGroup Corporation Equity Incentive Plan Form of Performance Share Unit Award Agreement for executive officers for awards granted on or after March 1, 2013.
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10.35+*
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`
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Form of Restricted Unit Award Agreement (Employees) under the Rose Rock Midstream Equity Incentive Plan for awards granted on or after March 1, 2013.
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21*
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Subsidiaries of SemGroup Corporation.
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23.1*
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Consent of Independent Registered Public Accounting Firm.
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31.1**
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Rule 13a – 14(a)/15d – 14(a) Certification of Norman J. Szydlowski, Chief Executive Officer.
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31.2**
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Rule 13a – 14(a)/15d – 14(a) Certification of Robert N. Fitzgerald, Chief Financial Officer.
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32.1**
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Section 1350 Certification of Norman J. Szydlowski, Chief Executive Officer.
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32.2**
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Section 1350 Certification of Robert N. Fitzgerald, Chief Financial Officer.
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99.1**
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White Cliffs Pipeline, L.L.C. financial statements presented pursuant to Rule 3-09 of Regulation S-X.
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Exhibit
Number
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Description
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101*
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Interactive data files pursuant to Rule 405 of Regulation S-T: (i) the Consolidated Balance Sheets at December 31, 2012 and 2011, (ii) the Consolidated Statements of Operations and Comprehensive Income (Loss) for the years ended December 31, 2012, 2011 and 2010, (iii) the Consolidated Statements of Changes in Owners’ Equity for the years ended December 31, 2012, 2011 and 2010, (iv) the Consolidated Statements of Cash Flows for the years ended December 31, 2012, 2011 and 2010, and (v) the Notes to Consolidated Financial Statements.
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*
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Previously filed with the Form 10-K of the Registrant filed on March 1, 2013.
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**
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Filed or furnished, as applicable, with this Amendment No. 1.
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+
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Management contract or compensatory plan or arrangement
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SEMGROUP CORPORATION
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Date: March 1, 2013
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By:
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/s/ Robert N. Fitzgerald
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Robert N. Fitzgerald
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Senior Vice President and
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Chief Financial Officer
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Exhibit
Number
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Description
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2.1
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Fourth Amended Joint Plan of Affiliated Debtors filed with the United States Bankruptcy Court for the District of Delaware on October 27, 2009 (filed as Exhibit 2.1 to our registration statement on Form 10, File No. 001-34736 (the “Form 10”)).
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2.2
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Contribution Agreement dated August 31, 2011, among SemStream, L.P., a wholly-owned subsidiary of SemGroup Corporation, NGL Supply Terminal Company LLC, NGL Energy Partners LP and NGL Energy Holdings LLC (filed as Exhibit 2.1 to our current report on Form 8-K dated November 1, 2011, filed November 4, 2011).
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2.3
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Second Amended and Restated Limited Liability Company Agreement of NGL Energy Holdings LLC (filed as Exhibit 2.2 to our current report on Form 8-K dated November 1, 2011, filed November 4, 2011).
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2.4
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First Amended and Restated Registration Rights Agreement dated October 3, 2011, among NGL Energy Partners LP, Hicks Oil & Hicksgas, Incorporated, NGL Holdings, Inc., Krim2010, LLC, Infrastructure Capital Management, LLC, Atkinson Investors, LLC, Stanley A. Bugh, Robert R. Foster, Brian K. Pauling, Stanley D. Perry, Stephen D. Tuttle, Craig S. Jones, Daniel Post, Mark McGinty, Sharra Straight, David Eastin, AO Energy, Inc., E. Osterman, Inc., E. Osterman Gas Service, Inc., E. Osterman Propane, Inc., Milford Propane, Inc., Osterman Propane, Inc., Propane Gas, Inc., and Saveway Propane Gas Service, Inc. (filed as Exhibit 2.3 to our current report on Form 8-K dated November 1, 2011, filed November 4, 2011).
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2.5
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Amendment No. 1 and Joinder to First Amended and Restated Registration Rights Agreement dated November 1, 2011, between NGL Energy Holdings LLC and SemStream, L.P. (filed as Exhibit 2.4 to our current report on Form 8-K dated November 1, 2011, filed November 4, 2011).
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2.6
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Contribution Agreement, dated as of January 8, 2013, by and among SemGroup Corporation, Rose Rock Midstream Holdings, LLC, Rose Rock Midstream GP, LLC, Rose Rock Midstream, L.P. and Rose Rock Midstream Operating, L.L.C. (filed as Exhibit 2.1 to our current report on Form 8-K dated January 8, 2013, filed January 14, 2013).
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3.1
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Amended and Restated Certificate of Incorporation, dated as of November 30, 2009, of SemGroup Corporation (filed as Exhibit 3.1 to the Form 10).
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3.2
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Amended and Restated Bylaws, dated as of October 28, 2011, of SemGroup Corporation (filed as Exhibit 3.1 to our current report on Form 8-K dated October 28, 2011, filed October 28, 2011).
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4.1
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Form of stock certificate for our Class A Common Stock, par value $0.01 per share (filed as Exhibit 4.1 to the Form 10).
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4.2
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Form of stock certificate for our Class B Common Stock, par value $0.01 per share (filed as Exhibit 4.2 to the Form 10).
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4.3
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Warrant Agreement dated as of November 30, 2009, by and between SemGroup Corporation and Mellon Investor Services, LLC (filed as Exhibit 4.3 to the Form 10).
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4.4
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Form of warrant certificate (filed as Exhibit 4.4 to the Form 10).
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4.5*
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First Amendment to Warrant Agreement, dated as of November 1, 2012, by and between SemGroup Corporation and Computershare Shareowner Services LLC (successor-in-interest to Mellon Investor Services, LLC).
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10.1
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Credit Agreement (the “Credit Facility”) dated as of June 17, 2011, among SemGroup Corporation, as borrower, the lenders parties thereto from time to time, and The Royal Bank of Scotland PLC, as Administrative Agent and Collateral Agent (filed as Exhibit 10 to our current report on Form 8-K dated June 17, 2011, filed June 21, 2011).
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10.2
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Second Amendment to the Credit Facility, dated as of September 19, 2011 (filed as Exhibit 10 to our current report on Form 8-K, dated September 19, 2011, filed September 23, 2011).
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10.3+
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SemGroup Corporation Board of Directors Compensation Plan (filed as Exhibit 10.6 to the Form 10).
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Exhibit
Number
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Description
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10.4+
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SemGroup Corporation Nonexecutive Directors’ Compensation Deferral Program (filed as Exhibit 10.7 to the Form 10).
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10.5+
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SemGroup Corporation Equity Incentive Plan (filed as Exhibit 10.8 to the Form 10).
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10.6+
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SemGroup Corporation Equity Incentive Plan Form of Restricted Stock Award Agreement for Directors (filed as Exhibit 10.9 to the Form 10).
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10.7+
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Amendment No. 1 to SemGroup Corporation Equity Incentive Plan Form of Restricted Stock Award Agreement for Directors (filed as Exhibit 10.15 to the Form 10).
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10.8+
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SemGroup Corporation Equity Incentive Plan Form of Restricted Stock Award Agreement for executive officers and employees in the United States (filed as Exhibit 10.10 to the Form 10).
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10.9+
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Amendment No. 1 to SemGroup Corporation Equity Incentive Plan Form of Restricted Stock Award Agreement for executive officers and employees in the United States (filed as Exhibit 10.16 to the Form 10).
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10.10+
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Amendment No. 2 to SemGroup Corporation Equity Incentive Plan Form of Restricted Stock Award Agreement for executive officers and employees in the United States (filed as Exhibit 10.10 to our annual report on Form 10-K for the fiscal year ended December 31, 2011, filed February 29, 2012 (the "2011 Form 10-K")).
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10.11+
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Employment Agreement dated as of November 30, 2009, by and among SemManagement, L.L.C., SemGroup Corporation and Norman J. Szydlowski (filed as Exhibit 10.11 to the Form 10).
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10.12+
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Letter Amendment dated March 18, 2010, by and among SemManagement, L.L.C., SemGroup Corporation and Norman J. Szydlowski, amending the Employment Agreement dated as of November 30, 2009 (filed as Exhibit 10.12 to the Form 10).
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10.13+
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Form of Severance Agreement between SemGroup Corporation and each of its executive officers other than Norman J. Szydlowski (filed as Exhibit 10.13 to the Form 10).
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10.14+
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Form of Amendment to Severance Agreement between SemGroup Corporation and certain of its executive officers (filed as Exhibit 10.14 to the 2011 Form 10-K).
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10.15+
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SemGroup Corporation Equity Incentive Plan Form of Retention Award Agreement for certain executive officers (filed as Exhibit 10.14 to the Form 10).
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10.16+
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SemGroup Corporation Equity Incentive Plan Form of Restricted Stock Award Agreement for Directors for awards granted on or after August 31, 2010 (filed as Exhibit 10.17 to the Form 10).
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10.17+
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SemGroup Corporation Equity Incentive Plan Form of Restricted Stock Award Agreement for executive officers and employees in the United States for awards granted on or after August 31, 2010 (filed as Exhibit 10.18 to the Form 10).
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10.18+
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Form of 2011 Performance Share Unit Award Agreement under the SemGroup Corporation Equity Incentive Plan for executive officers (filed as Exhibit 10.1 to our current report on Form 8-K dated January 24, 2011, filed January 24, 2011).
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10.19+
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Form of Restricted Stock Award Agreement under the SemGroup Corporation Equity Incentive Plan for executive officers and employees in the United States during 2011 (filed as Exhibit 10.2 to our current report on Form 8-K dated January 24, 2011, filed January 24, 2011).
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10.20+
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Form of 2012 Performance Share Unit Award Agreement under the SemGroup Corporation Equity Incentive Plan for executive officers (filed as Exhibit 10.20 to the 2011 Form 10-K).
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10.21+
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Form of Restricted Stock Award Agreement under the SemGroup Corporation Equity Incentive Plan for executive officers and employees in the United States for awards granted on or after January 1, 2012 (filed as Exhibit 10.21 to the 2011 Form 10-K).
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10.22+
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SemGroup Corporation Short-Term Incentive Program (filed as Exhibit 10.1 to our current report on Form 8-K dated February 24, 2011, filed March 2, 2011).
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10.23+
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Consulting Services Agreement, effective as of February 2, 2012, by and between SemGroup Corporation and David B. Gorte (filed as Exhibit 10.23 to the 2011 Form 10-K).
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10.24
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Credit Agreement dated November 10, 2011, among Rose Rock Midstream, L.P., as borrower, The Royal Bank of Scotland PLC, as administrative agent and collateral agent, the other agents party thereto and the lenders and issuing banks party thereto (filed as Exhibit 10.1 to Rose Rock Midstream, L.P.’s registration statement on Form S-1, File No. 333-176260).
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Exhibit
Number
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Description
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10.25
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Second Amended and Restated Agreement of Limited Partnership of Rose Rock Midstream, L.P. (filed as Exhibit 3.1 to Rose Rock Midstream, L.P.’s current report on Form 8-K dated December 14, 2011, filed December 20, 2011).
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10.26
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First Amended and Restated Limited Liability Company Agreement of Rose Rock Midstream GP, LLC (filed as Exhibit 3.2 to Rose Rock Midstream, L.P.’s current report on Form 8-K dated December 14, 2011, filed December 20, 2011).
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10.27+
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Rose Rock Midstream Equity Incentive Plan (filed as Exhibit 10.1 to Rose Rock Midstream, L.P.’s current report on Form 8-K dated December 8, 2011, filed December 14, 2011).
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10.28+
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Form of Restricted Unit Award Agreement (Employees) under the Rose Rock Midstream Equity Incentive Plan (filed as Exhibit 10.3.1 to Rose Rock Midstream, L.P.’s annual report on Form 10-K for the fiscal year ended December 31, 2011, filed February 29, 2012).
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10.29
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Fifth Amendment to the Credit Facility, dated as of September 26, 2012 (filed as Exhibit 10.1 to our quarterly report on Form 10-Q for the quarter ended September 30, 2012, filed November 9, 2012).
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10.30
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First Amendment, dated as of September 26, 2012, to the Credit Agreement among Rose Rock Midstream, L.P., certain subsidiaries of Rose Rock Midstream, L.P., as guarantors, the lenders party thereto and The Royal Bank of Scotland plc, as administrative agent and collateral agent for the lenders (filed as Exhibit 10.2 to our quarterly report on Form 10-Q for the quarter ended September 30, 2012, filed November 9, 2012).
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|
|
10.31+**
|
|
SemGroup Corporation Equity Incentive Plan Form of Restricted Stock Award Agreement for Directors for awards granted on or after May 22, 2012.
|
|
|
|
10.32
|
|
Amendment No. 1 to the Second Amended and Restated Agreement of Limited Partnership of Rose Rock Midstream, L.P. (filed as Exhibit 3.1 to Rose Rock Midstream, L.P.'s current report on Form 8-K dated January 8, 2013, filed January 14, 2013).
|
|
|
|
10.33+*
|
|
SemGroup Corporation Equity Incentive Plan Form of Restricted Stock Award Agreement for executive officers and employees in the United States for awards granted on or after March 1, 2013.
|
|
|
|
10.34+*
|
|
SemGroup Corporation Equity Incentive Plan Form of Performance Share Unit Award Agreement for executive officers for awards granted on or after March 1, 2013.
|
|
|
|
10.35+*
|
`
|
Form of Restricted Unit Award Agreement (Employees) under the Rose Rock Midstream Equity Incentive Plan for awards granted on or after March 1, 2013.
|
|
|
|
21*
|
|
Subsidiaries of SemGroup Corporation.
|
|
|
|
23.1*
|
|
Consent of Independent Registered Public Accounting Firm.
|
|
|
|
31.1**
|
|
Rule 13a – 14(a)/15d – 14(a) Certification of Norman J. Szydlowski, Chief Executive Officer.
|
|
|
|
31.2**
|
|
Rule 13a – 14(a)/15d – 14(a) Certification of Robert N. Fitzgerald, Chief Financial Officer.
|
|
|
|
32.1**
|
|
Section 1350 Certification of Norman J. Szydlowski, Chief Executive Officer.
|
|
|
|
32.2**
|
|
Section 1350 Certification of Robert N. Fitzgerald, Chief Financial Officer.
|
|
|
|
99.1**
|
|
White Cliffs Pipeline, L.L.C. financial statements presented pursuant to Rule 3-09 of Regulation S-X.
|
|
|
|
101*
|
|
Interactive data files pursuant to Rule 405 of Regulation S-T: (i) the Consolidated Balance Sheets at December 31, 2012 and 2011, (ii) the Consolidated Statements of Operations and Comprehensive Income (Loss) for the years ended December 31, 2012, 2011 and 2010, (iii) the Consolidated Statements of Changes in Owners’ Equity for the years ended December 31, 2012, 2011 and 2010, (iv) the Consolidated Statements of Cash Flows for the years ended December 31, 2012, 2011 and 2010, and (v) the Notes to Consolidated Financial Statements.
|
*
|
Previously filed with the Form 10-K of the Registrant filed on March 1, 2013.
|
**
|
Filed or furnished, as applicable, with this Amendment No. 1.
|
|
|
+
|
Management contract or compensatory plan or arrangement
|
Instructions:
|
Please do not fill in any blanks other than the signature line and printed name and mailing address. Please print your name exactly as you would like your name to appear on the issued stock certificate. The purpose of this assignment is to enable the forfeiture of the shares without requiring additional signatures on your part
.
|
1.
|
I have reviewed this annual report on Form 10-K/A (Amendment No. 1) of SemGroup Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ Norman J. Szydlowski
|
Norman J. Szydlowski
|
President and Chief Executive Officer
|
1.
|
I have reviewed this annual report on Form 10-K/A (Amendment No. 1) of SemGroup Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ Robert N. Fitzgerald
|
Robert N. Fitzgerald
|
Senior Vice President and Chief Financial Officer
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ Norman J. Szydlowski
|
Norman J. Szydlowski
|
President and Chief Executive Officer
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ Robert N. Fitzgerald
|
Robert N. Fitzgerald
|
Senior Vice President and
|
Chief Financial Officer
|
|
|
|
|
|
Page
|
White Cliffs Pipeline, L.L.C.
|
|
|
Independent Auditor's Report
|
|
2
|
Balance Sheets as of December 31, 2012 and 2011
|
|
3
|
Statements of Operations for the years ended December 31, 2012 and 2011 and the three months ended December 31, 2010 (unaudited)
|
|
4
|
Statements of Changes in Members’ Equity for the years ended December 31, 2012 and 2011 and the three months ended December 31, 2010 (unaudited)
|
|
5
|
Statements of Cash Flows for the years ended December 31, 2012 and 2011 and the three months ended December 31, 2010 (unaudited)
|
|
6
|
Notes to the Financial Statements
|
|
7
|
|
|
December 31,
2012
|
|
December 31,
2011
|
||||
ASSETS
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
7,432
|
|
|
$
|
4,410
|
|
Accounts receivable
|
|
10,273
|
|
|
5,961
|
|
||
Inventories
|
|
3,451
|
|
|
1,067
|
|
||
Other current assets
|
|
352
|
|
|
215
|
|
||
Total current assets
|
|
21,508
|
|
|
11,653
|
|
||
Property, plant and equipment, net
|
|
210,710
|
|
|
222,473
|
|
||
Goodwill
|
|
17,000
|
|
|
17,000
|
|
||
Other intangible assets (net of accumulated amortization of $27,631 and $20,927 at December 31, 2012 and 2011, respectively)
|
|
26,369
|
|
|
33,073
|
|
||
Total assets
|
|
$
|
275,587
|
|
|
$
|
284,199
|
|
LIABILITIES AND MEMBERS’ EQUITY
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Accounts payable
|
|
$
|
108
|
|
|
$
|
363
|
|
Accrued liabilities
|
|
3,304
|
|
|
2,896
|
|
||
Total current liabilities
|
|
3,412
|
|
|
3,259
|
|
||
Commitments and contingencies (Note 5)
|
|
|
|
|
||||
Members’ equity (240,610 units at December 31, 2012 and 2011)
|
|
272,175
|
|
|
280,940
|
|
||
Total liabilities and members’ equity
|
|
$
|
275,587
|
|
|
$
|
284,199
|
|
|
|
Year
Ended
December
31, 2012
|
|
Year
Ended
December
31, 2011
|
|
(unaudited)
Three Months
Ended
December
31, 2010
|
||||||
Revenues
|
|
$
|
108,125
|
|
|
$
|
66,097
|
|
|
$
|
13,619
|
|
Expenses:
|
|
|
|
|
|
|
||||||
Costs of products sold, exclusive of depreciation and amortization shown below
|
|
698
|
|
|
902
|
|
|
258
|
|
|||
Operating
|
|
11,957
|
|
|
8,461
|
|
|
2,144
|
|
|||
General and administrative
|
|
2,166
|
|
|
3,389
|
|
|
900
|
|
|||
Depreciation and amortization
|
|
19,963
|
|
|
20,842
|
|
|
5,680
|
|
|||
Total expenses
|
|
34,784
|
|
|
33,594
|
|
|
8,982
|
|
|||
Operating income
|
|
73,341
|
|
|
32,503
|
|
|
4,637
|
|
|||
Other income, net
|
|
—
|
|
|
6
|
|
|
8
|
|
|||
Net income
|
|
$
|
73,341
|
|
|
$
|
32,509
|
|
|
$
|
4,645
|
|
|
Members’
Equity
|
||
Balance at September 30, 2010 (unaudited)
|
$
|
303,918
|
|
Net income (unaudited)
|
4,645
|
|
|
Member distributions (unaudited)
|
(11,309
|
)
|
|
Member contributions (unaudited)
|
867
|
|
|
|
|
||
Balance at December 31, 2010 (unaudited)
|
298,121
|
|
|
Net income
|
32,509
|
|
|
Member distributions
|
(53,842
|
)
|
|
Member contributions
|
4,152
|
|
|
|
|
||
Balance at December 31, 2011
|
280,940
|
|
|
Net income
|
73,341
|
|
|
Member distributions
|
(87,283
|
)
|
|
Member contributions
|
5,177
|
|
|
|
|
||
Balance at December 31, 2012
|
$
|
272,175
|
|
|
|
|
|
Year
Ended
December 31,
2012
|
|
Year
Ended
December 31,
2011
|
|
(unaudited)
Three Months
Ended
December
31, 2010
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
73,341
|
|
|
$
|
32,509
|
|
|
$
|
4,645
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
19,963
|
|
|
20,842
|
|
|
5,680
|
|
|||
Loss on disposal of long-lived assets
|
|
4
|
|
|
9
|
|
|
—
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
||||||
Decrease (increase) in accounts receivable
|
|
(4,312
|
)
|
|
(1,605
|
)
|
|
269
|
|
|||
Decrease (increase) in other current assets
|
|
(2,521
|
)
|
|
(1,134
|
)
|
|
(4
|
)
|
|||
Increase (decrease) in accounts payable and accrued liabilities
|
|
153
|
|
|
(564
|
)
|
|
(316
|
)
|
|||
Net cash provided by operating activities
|
|
86,628
|
|
|
50,057
|
|
|
10,274
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
|
||||||
Capital expenditures
|
|
(1,504
|
)
|
|
(1,250
|
)
|
|
(55
|
)
|
|||
Proceeds from sale of long-lived assets
|
|
4
|
|
|
—
|
|
|
—
|
|
|||
Net cash used in investing activities
|
|
(1,500
|
)
|
|
(1,250
|
)
|
|
(55
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
|
||||||
Member distributions
|
|
(87,283
|
)
|
|
(53,842
|
)
|
|
(11,309
|
)
|
|||
Member contributions
|
|
5,177
|
|
|
4,152
|
|
|
867
|
|
|||
Net cash used in financing activities
|
|
(82,106
|
)
|
|
(49,690
|
)
|
|
(10,442
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
|
3,022
|
|
|
(883
|
)
|
|
(223
|
)
|
|||
Cash and cash equivalents at beginning of period
|
|
4,410
|
|
|
5,293
|
|
|
5,516
|
|
|||
Cash and cash equivalents at end of period
|
|
$
|
7,432
|
|
|
$
|
4,410
|
|
|
$
|
5,293
|
|
Pipelines and related facilities
|
20 years
|
Storage and terminal facilities
|
10 –25 years
|
Other property and equipment
|
3 – 7 years
|
|
December 31,
2012
|
|
December 31,
2011
|
||||
Land
|
$
|
12,649
|
|
|
$
|
12,649
|
|
Pipelines and related facilities
|
233,466
|
|
|
233,113
|
|
||
Storage and terminal facilities
|
1,830
|
|
|
1,830
|
|
||
Other property and equipment
|
1,662
|
|
|
1,581
|
|
||
Construction-in-progress
|
1,273
|
|
|
218
|
|
||
Property, plant and equipment, gross
|
250,880
|
|
|
249,391
|
|
||
Accumulated depreciation
|
(40,170
|
)
|
|
(26,918
|
)
|
||
Property, plant and equipment, net
|
$
|
210,710
|
|
|
$
|
222,473
|
|
|
|
||
Balance, September 30, 2010
|
$
|
43,267
|
|
|
|
||
Amortization
|
(2,419
|
)
|
|
|
|
||
Balance, December 31, 2010
|
40,848
|
|
|
|
|
||
Amortization
|
(7,775
|
)
|
|
|
|
||
Balance, December 31, 2011
|
33,073
|
|
|
|
|
||
Amortization
|
(6,704
|
)
|
|
|
|
||
Balance, December 31, 2012
|
$
|
26,369
|
|
|
|
||
For the year ending:
|
|
||
December 31, 2013
|
$
|
5,567
|
|
December 31, 2014
|
4,759
|
|
|
December 31, 2015
|
4,069
|
|
|
December 31, 2016
|
3,478
|
|
|
December 31, 2017
|
2,972
|
|
|
Thereafter
|
5,524
|
|
|
|
|
||
Total estimated amortization expense
|
$
|
26,369
|
|
|
|
||
Years ending:
|
|
||
December 31, 2013
|
$
|
2,957
|
|
December 31, 2014
|
2,329
|
|
|
December 31, 2015
|
1,671
|
|
|
December 31, 2016
|
1,350
|
|
|
December 31, 2017
|
1,050
|
|
|
Thereafter
|
263
|
|
|
|
|
||
Total future minimum lease payments
|
$
|
9,620
|
|
|
|
|
|
Year Ended
December 31, 2012
|
|
Year Ended
December 31, 2011
|
|
Three Months Ended
December 31, 2010
|
||||||
Customer A (related party)
|
|
$
|
50,485
|
|
|
$
|
34,972
|
|
|
$
|
7,729
|
|
Customer B (related party)
|
|
38,408
|
|
|
24,352
|
|
|
5,508
|
|
|||
Customer C (related party)
|
|
7,780
|
|
|
4,204
|
|
|
—
|
|
|||
Customer D
|
|
7,499
|
|
|
549
|
|
|
—
|
|
|||
Product Sales to Affiliate
|
|
835
|
|
|
—
|
|
|
—
|
|
|||
Line loss deduction revenue
|
|
3,118
|
|
|
2,020
|
|
|
382
|
|
|||
Total revenue
|
|
$
|
108,125
|
|
|
$
|
66,097
|
|
|
$
|
13,619
|
|
|
|
December 31, 2012
|
|
December 31, 2011
|
||||
Customer A (related party)
|
|
$
|
5,004
|
|
|
$
|
2,855
|
|
Customer B (related party)
|
|
4,020
|
|
|
2,260
|
|
||
Customer C (related party)
|
|
541
|
|
|
138
|
|
||
Customer D
|
|
708
|
|
|
708
|
|
||
Total accounts receivable
|
|
$
|
10,273
|
|
|
$
|
5,961
|
|