SemGroup Corporation’s $460 Million Joint Venture with KKR


CIBC Capital Markets acted as the financial advisor to SemGroup, Evercore acted as financial advisor to SemGroup’s Board of Directors and TD Securities acted as the financial advisor to KKR with respect to this transaction. RBC Capital Markets acted as financial advisor to Meritage and Riverstone. Gibson, Dunn & Crutcher LLP and Osler, Hoskin & Harcourt LLP acted as legal advisors to SemGroup. Torys LLP and Simpson Thacher & Bartlett acted as legal advisors to KKR. Dentons Canada LLP and Vinson & Elkins LLP acted as legal advisors to Meritage and Riverstone. Bracewell LLP represented Evercore as financial advisor to the board of directors of SemGroup Corporation

SemGroup® Corporation (NYSE: SEMG) and KKR have formed a joint venture to create a Canadian midstream infrastructure platform, SemCAMS Midstream ULC (“SemCAMS Midstream”). The companies also announced that SemCAMS Midstream has entered into a definitive agreement to acquire Meritage Midstream ULC and its midstream infrastructure assets for C$600 million (US$449 million).

Under the terms of the joint venture, SemGroup will contribute the shares and assets of its Canadian subsidiary, SemCAMS, valued at C$1.15 billion (US$860 million), in exchange for C$615 million (US$460 million) cash proceeds and 51% common equity ownership in SemCAMS Midstream. KKR will contribute C$515 million (US$385 million) of cash in exchange for 49% of the common equity ownership. KKR will also contribute C$300 million (US$224 million) to acquire perpetual preferred equity. In addition, the joint venture will enter into a C$800 million (US$598 million) underwritten bank credit facility.

The Simpson Thacher team includes Breen Haire (Picture), Jacqui Bogucki (M&A); and Brian Steinhardt and James Doyle (Banking & Credit).

Bracewell LLP represented Evercore with a team including Will Anderson and Benjamin J. Martin

Involved fees earner: William Anderson – Bracewell; Benjamin Martin – Bracewell; James Doyle – Simpson Thacher & Bartlett; Breen Haire – Simpson Thacher & Bartlett; Jacqui Bogucki – Simpson Thacher & Bartlett; Brian Steinhardt – Simpson Thacher & Bartlett;

Law Firms: Bracewell; Simpson Thacher & Bartlett;

Clients: Evercore Partners; KKR;

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Author: Ambrogio Visconti