Filed by SemGroup Corporation
pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: SemGroup Corporation
Commission File No. 001-34736
Date: September 23, 2019
Timeline for Merger & Integration
What happens between now and the closing of the merger?
The merger is expected to close in late 2019 or early 2020. Until the merger is completed, SemGroup and Energy Transfer will continue to operate as independent
companies focused on operating their existing businesses.
With respect to the merger, both companies will be undertaking processes to obtain required
approvals, clearances and to satisfy closing conditions. Additionally, despite the requirement to operate as separate companies, SemGroup and Energy Transfer will also start the work of preparing for the operation of an integrated organization.
An Integration Steering Committee (the ISC) is expected to be named in the next few days and hold its first meetings in early October. The ISC will
be tasked with managing day-to-day activities of integration planning, overseeing the departmental workstreams and serving as a liaison to the respective executive
teams. Shortly after the ISC is named, it will begin assembling members of management to serve on certain workstreams, which will work to support the integration process.
There is no need for SemGroup employees to interact with Energy Transfer employees unless specifically directed to by the ISC.
How long is the integration expected to take?
It is
expected that Energy Transfer will be prepared to fully integrate SemGroup into its organization in a very short time following the closing. It is anticipated that, for example, there will be integration of SemGroup employees into Energy Transfer
employee systems almost immediately after closing.
Will SemGroups budgeted capital projects continue?
Yes, its business as usual and SemGroups budgeted capital projects will continue as normal.
When can we expect to know about our position?
There
will be no change in your positions prior to close. The ISC will have an organizational workstream which will work to develop a combined organization for presentation to the executive teams. This organizational workstream will work to complete a
full review of the organization which will be finalized shortly after the closing. It is expected that there will be employees that are needed to support the integration efforts immediately after closing and those needed to support Energy Transfer
following completion of the integration.
Will there be layoffs prior to closing?
SemGroup has no current plans to conduct a layoff prior to closing.
Will employees receive severance?
In the event of an
involuntary termination, not for cause, an employee will be eligible for severance. Involuntary termination, not for cause, means the employee has not done anything wrong but that the employer no longer needs the employees services.
If the involuntary termination occurs after the merger closing and before the first anniversary of the closing date, the termination will qualify as a
Change of Control terminations and employees will be eligible for enhanced severance according to SemGroups pay plan located on Inside SemGroup here: [LINK].