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| RRMS > SEC Filings for RRMS > Form 8-K/A on 5-Feb-2013 | All Recent SEC Filings |
5-Feb-2013
Financial Statements and Exhibits
(a) Financial statements of business acquired.
The audited balance sheets of SemCrude Pipeline, L.L.C. as of December 31, 2011 and 2010 and the related statements of operations, changes in member's equity and cash flows for the two years ended December 31, 2011 and 2010 and for the one month ended December 31, 2009 (Successor), and for the eleven months ended November 30, 2009 (Predecessor), and the related notes thereto, are filed as Exhibit 99.2 to this Current Report on Form 8-K/A and are incorporated by reference herein.
The unaudited balance sheets of SemCrude Pipeline, L.L.C. as of September 30, 2012 and December 31, 2011 and the related statements of operations and cash flows for the nine months ended September 30, 2012 and 2011, and the related statement of changes in member's equity for the nine months ended September 30, 2012, and the related notes thereto, are filed as Exhibit 99.3 to this Current Report on Form 8-K/A and are incorporated by reference herein.
The audited balance sheet of White Cliffs Pipeline, L.L.C. as of December 31, 2011 and the related statements of operations, changes in members' equity and cash flows for the year ended December 31, 2011, and the related notes thereto, and the unaudited balance sheet of White Cliffs Pipeline, L.L.C. as of December 31, 2010 and the related statements of operations, changes in members' equity and cash flows for the three months ended December 31, 2010, and the related notes thereto, are filed as Exhibit 99.4 to this Current Report on Form 8-K/A and are incorporated by reference herein.
(b) Pro forma financial information.
The unaudited pro forma condensed consolidated balance sheet of the Partnership as of September 30, 2012 and the unaudited pro forma condensed consolidated statements of income of the Partnership for the nine months ended September 30, 2012 and the year ended December 31, 2011, each showing the pro forma effect of the Drop-Down Transaction and certain other related transactions, are filed as Exhibit 99.5 to this Current Report on Form 8-K/A and are incorporated by reference herein.
(d) Exhibits.
The following documents are filed or furnished as exhibits to this Current Report on Form 8-K/A. 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 herewith.
Exhibit No. Description
2.1 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, LLC (filed as Exhibit 2.1 to Rose Rock
Midstream, L.P.'s Current Report on Form 8-K (File
No. 001-35365), filed on January 14, 2013).
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Exhibit No. Description
3.1 Amendment No. 1, dated as of January 11, 2013, 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 (File
No. 001-35365), filed on January 14, 2013).
4.1 Registration Rights Agreement, dated as of January 11, 2013, by
and among Rose Rock Midstream, L.P. and the Purchasers identified
therein (filed as Exhibit 4.1 to Rose Rock Midstream, L.P.'s
Current Report on Form 8-K (File No. 001-35365), filed on
January 14, 2013).
10.1 Common Unit Purchase Agreement, dated as of January 8, 2013, by
and among Rose Rock Midstream, L.P. and the Purchasers identified
therein (filed as Exhibit 10.1 to Rose Rock Midstream, L.P.'s
Current Report on Form 8-K (File No. 001-35365), filed on
January 14, 2013).
23.1 Consent of BDO USA, LLP with respect to the audited financial
statements of SemCrude Pipeline, L.L.C.
23.2 Consent of BDO USA, LLP with respect to the audited financial
statements of White Cliffs Pipeline, L.L.C.
99.1 Press Release dated January 9, 2013 (furnished as Exhibit 99.1 to
Rose Rock Midstream, L.P.'s Current Report on Form 8-K (File
No. 001-35365), filed on January 14, 2013).
99.2 The audited balance sheets of SemCrude Pipeline, L.L.C. as of
December 31, 2011 and 2010 and the related statements of
operations, changes in member's equity and cash flows for the two
years ended December 31, 2011 and 2010 and for the one month
ended December 31, 2009 (Successor), and for the eleven months
ended November 30, 2009 (Predecessor), and the related notes
thereto.
99.3 The unaudited balance sheets of SemCrude Pipeline, L.L.C. as of
September 30, 2012 and December 31, 2011 and the related
statements of operations and cash flows for the nine months ended
September 30, 2012 and 2011, and the related statement of changes
in member's equity for the nine months ended September 30, 2012,
and the related notes thereto.
99.4 The audited balance sheet of White Cliffs Pipeline, L.L.C. as of
December 31, 2011 and the related statements of operations,
changes in members' equity and cash flows for the year ended
December 31, 2011, and the related notes thereto, and the
unaudited balance sheet of White Cliffs Pipeline, L.L.C. as of
December 31, 2010 and the related statements of operations,
changes in members' equity and cash flows for the three months
ended December 31, 2010, and the related notes thereto.
99.5 The unaudited pro forma condensed consolidated balance sheet of
Rose Rock Midstream, L.P. as of September 30, 2012 and the
unaudited pro forma condensed consolidated statements of income
of Rose Rock Midstream, L.P. for the nine months ended September
30, 2012 and the year ended December 31, 2011.
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