As filed with the Securities and Exchange Commission on July 12, 2019.
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
S-3
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
SEMGROUP CORPORATION
(Exact name of registrant as specified in its charter)
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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 Number)
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Two Warren Place
6120 S.
Yale Avenue, Suite 1500
Tulsa, OK 74136-4231
(918)
524-8100
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Carlin G. Conner
President
and Chief Executive Officer
Two Warren Place
6120 S. Yale Avenue, Suite 1500
Tulsa, OK 74136-4231
(918)
524-8100
(Name, address, including zip code, and telephone number, including area code, of
agent for service)
WITH COPIES TO:
Robert J. Melgaard, Esq.
Jason B. Coutant, Esq.
Conner & Winters, LLP
4000 One Williams Center
Tulsa, Oklahoma 74172
(918)
586-5711
Approximate
date of commencement of proposed sale to the public:
From time to time after this Registration Statement becomes effective.
If the only
securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following
box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following
box. ☒
If this form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D.
filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting
company, and emerging growth company in Rule
12b-2
of the Exchange Act.
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended
transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)B of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
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Title Of Each Class Of
Securities To Be Registered
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Amount
To Be
Registered
(1)
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Proposed
Maximum
Offering
Price
Per Share (1)
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Proposed
Maximum
Aggregate
Offering Price (1)
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Amount of
Registration Fee (1)
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Senior Debt Securities
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Subordinated Debt Securities
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Class A Common Stock ($0.01 par value)
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Preferred Stock ($0.01 par value)
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Depositary Shares
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Warrants
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Purchase Contracts
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Units
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(1)
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An indeterminate aggregate initial offering price or principal amount or number of the securities of each
identified class is being registered as may from time to time be issued at indeterminate prices or upon conversion, exchange or exercise of securities registered hereunder to the extent any such securities are, by their terms, convertible into, or
exchangeable or exercisable for, such securities. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities. In accordance with Rules 456(b) and 457(r) of the
Securities Act the registrant is deferring payment of all of the registration fee.
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