SemGroup Corporation
Two Warren Place
6120 S. Yale Avenue, Suite 1500
Tulsa, OK 74136-4231
January 19, 2018
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: H. Roger Schwall, Assistant Director
Re: | SemGroup Corporation |
Registration Statement on FormS-4
FileNo. 333-222473
Dear Mr. Schwall:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, SemGroup Corporation (the “Company”) and each of the undersignedco-registrants (collectively with the Company, the “Registrants”) hereby request that the effective date of the above-referenced Registration Statement on FormS-4 be accelerated so that the same will become effective at 2:00 p.m., Washington, D.C. time, on Tuesday, January 23, 2018, or as soon thereafter as practicable.
Please contact Robert J. Melgaard of Conner & Winters, LLP, counsel to the Registrants, at (918)586-8973, as soon as the Registration Statement has been declared effective, or if you have any other questions or concerns regarding this matter.
Sincerely, | ||
SemGroup Corporation |
By: | /s/ Robert N. Fitzgerald | |
Name: | Robert N. Fitzgerald | |
Title: | Senior Vice President and Chief Financial Officer |
SemGas, L.P. | ||
SemMaterials, L.P. |
By: | SemOperating G.P., L.L.C., each such Guarantor’s General Partner |
By: | /s/ Robert N. Fitzgerald | |
Name: | Robert N. Fitzgerald | |
Title: | Senior Vice President and Chief Financial Officer |
Securities and Exchange Commission
January 19, 2018
Page 2
Mid-America Midstream Gas Services, L.L.C. | ||
SemGroup Europe Holding, L.L.C. | ||
SemMexico, L.L.C. |
By: | /s/ Robert N. Fitzgerald | |
Name: | Robert N. Fitzgerald | |
Title: | Chief Financial Officer |
Rose Rock Finance Corporation | ||
Rose Rock Midstream Operating, LLC | ||
Rose Rock Midstream Energy GP, LLC | ||
Rose Rock Midstream Field Services, LLC | ||
SemOperating G.P., L.L.C. | ||
SemCrude Pipeline, L.L.C. | ||
SemDevelopment, L.L.C. |
By: | /s/ Robert N. Fitzgerald | |
Name: | Robert N. Fitzgerald | |
Title: | Senior Vice President and Chief Financial Officer |
Glass Mountain Holding, LLC | ||
Wattenberg Holding, LLC | ||
By: | Rose Rock Midstream Operating, L.L.C., each such Guarantor’s sole member |
By: | /s/ Robert N. Fitzgerald | |
Name: | Robert N. Fitzgerald | |
Title: | Senior Vice President and Chief Financial Officer |
Rose Rock Midstream Crude, L.P. | ||
By: | Rose Rock Midstream Energy GP, LLC, its general partner |
By: | /s/ Robert N. Fitzgerald | |
Name: | Robert N. Fitzgerald | |
Title: | Senior Vice President and Chief Financial Officer |