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SEMG > SEC Filings for SEMG > Form 8-K on 20-Dec-2013All Recent SEC Filings

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Form 8-K for SEMGROUP CORP


20-Dec-2013

Other Events, Financial Statements and Exhibits


Item 8.01. Other Events.

SemGroup Corporation (the "Company") anticipates filing a registration statement on Form S-4 (the "Registration Statement") with the Securities and Exchange Commission (the "SEC"), on or about December 20, 2013, relating to the exchange offer to exchange up to $300 million aggregate principal amount of its 7.50% Senior Notes due 2021, which will be registered under the Securities Act of 1933, as amended (the "New Notes"), for up to $300 million of its outstanding 7.50% Senior Notes due 2021, which were issued on June 14, 2013 in a private placement (the "Old Notes"). As stated in the Registration Statement, the obligations of the Company under the Old Notes are, and the under the New Notes will be, guaranteed by certain of the Company's subsidiaries, which are co-registrants under the Registration Statement (the "Subsidiary Guarantors").

The SEC's rules require that certain financial information regarding certain guarantors of registered securities be included in a registration statement that covers the registered securities. Accordingly, the Company is filing this Current Report on Form 8-K to provide the following financial information regarding the Subsidiary Guarantors required by the SEC's rules to be included in the Registration Statement. This information will be incorporated by reference in the Registration Statement.

Audited condensed consolidating financial information regarding the Subsidiary Guarantors as of December 31, 2012 and 2011 and for each of the three years in the period ended December 31, 2012. This audited condensed consolidating financial information is contained in a new footnote 25, which has been added to the audited consolidated financial statements of the Company as of December 31, 2012 and 2011 and for each of the three years in the period ended December 31, 2012, and the related notes thereto. Such audited consolidated financial statements of the Company, and the related notes thereto, which were previously filed by the Company with the SEC as part of the Company's Form 10-K for the fiscal year ended December 31, 2012, have been revised to include the new footnote 25, and, as revised, are filed as part of this Current Report on Form 8-K as Exhibit 99.1 and incorporated herein by reference.

This Current Report on Form 8-K should be read in conjunction with the Company's Form 10-K for the fiscal year ended December 31, 2012, as amended, and Form 10-Q for the quarterly period ended September 30, 2013, as well as the Company's other filings with the SEC.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are filed herewith:

Exhibit No.       Description
23.1              Consent of BDO USA, LLP.

99.1              Audited Consolidated Financial Statements of SemGroup Corporation
                  as of December 31, 2012 and 2011 and for each of the three years
                  in the period ended December 31, 2012, and the related notes
                  thereto.


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