UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.02 | Termination of a Material Definitive Agreement. |
As previously reported by SemGroup Corporation, a Delaware corporation (the “Company”), on December 5, 2019, Energy Transfer LP, a Delaware limited partnership (“ET”), completed the acquisition of the Company, pursuant to the terms of the Agreement and Plan of Merger, dated as of September 15, 2019 (the “Merger Agreement”), by and among the Company, ET and Nautilus Merger Sub LLC, a Delaware limited liability company and a wholly owned subsidiary of ET (“Merger Sub”). Under the terms of the Merger Agreement, Merger Sub merged with and into the Company (the “Merger”), with the Company surviving the Merger as a direct wholly owned subsidiary of ET.
In connection with the consummation of the Merger, on December 6, 2019, Buffalo Gulf Coast Terminals LLC (“Buffalo”) and HFOTCO LLC (“HFOTCO”), subsidiaries of the Company, terminated that certain Amended and Restated Credit Agreement (as amended, restated, supplemented or otherwise modified, the “HFOTCO Credit Agreement”), dated as of June 26, 2018 among Buffalo, as parent guarantor, HFOTCO, as borrower, lenders from time to time party thereto, Toronto Dominion (Texas) LLC, as administrative agent, and Bank of America, N.A., as collateral agent. In connection with the termination of the HFOTCO Credit Agreement, on December 6, 2019, all outstanding obligations for principal, interest and fees under the HFOTCO Credit Agreement were paid off in full and all liens securing any obligations under the HFOTCO Credit Agreement were released.
| Item 8.01 | Other Events. |
On November 15, 2019, the Company issued notices of conditional full redemption with respect to (i) its 6.375% Senior Notes due 2025 (the “2025 Notes”) issued by the Company under the Indenture, dated as of September 20, 2017 (as amended, supplemented or otherwise modified, the “2025 Notes Indenture”), between the Company and Wilmington Trust, National Association, as trustee, and (ii) its 7.250% Senior Notes due 2026 (the “2026 Notes” and, together with the 2025 Notes, the “Notes”), issued by the Company under the Indenture, dated as of March 15, 2017 (as amended, supplemented or otherwise modified, the “2026 Notes Indenture” and, together with the 2025 Notes Indenture, the “Indentures”), between the Company and Wilmington Trust, National Association, as trustee. Upon the consummation of the Merger, the conditions to the redemption were satisfied, and on December 6, 2019, the Company redeemed all of the outstanding Notes in accordance with the optional redemption provisions contained in the Indentures.
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: December 9, 2019 |
By: |
/s/ Thomas E. Long | ||||
| Name: |
Thomas E. Long | |||||
| Title: |
Chief Financial Officer | |||||