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 Copy To:
Robert J. Melgaard, 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(2)
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Proposed
Maximum
Aggregate
Offering Price(2)
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Amount of
Registration Fee
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Class A Common Stock ($0.01 par value)
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12,569,564
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$12.16
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$152,845,898.24
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$18,524.92
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(1)
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The number of shares of the registrants Class A common stock being registered pursuant to this
registration statement represents the sum of (a) 11,726,913 shares of Class A common stock issuable upon conversion of the registrants Series A Cumulative Perpetual Convertible Preferred Stock (the Series A Preferred Stock)
issued to the selling stockholders named herein in a private placement (assuming a conversion price of $33.00 per share) and (b) an additional 842,651 shares of Class A common stock issuable upon conversion of the Series A Preferred Stock
in the event that the registrant elects, in lieu of paying a quarterly dividend in cash, to have the amount that would have been payable if such dividend had been paid in cash added to the liquidation preference through June 30, 2020. Pursuant
to Rule 416(a) under the Securities Act, there is also being registered such indeterminate number of shares of Class A common stock as may be issuable with respect to the shares being registered hereunder as a result of stock splits, stock
dividends or similar transactions.
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(2)
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Estimated solely for purposes of calculating the registration fee, pursuant to Rule 457(c) under the Securities
Act, on the basis of $12.16 per share, the average of the high and low sales prices for the Class A common stock as reported on the New York Stock Exchange on July 9, 2019.
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