As filed with the Securities and Exchange Commission on December 11, 2019
RegistrationNo. 333-170968
RegistrationNo. 333-189905
RegistrationNo. 333-214561
RegistrationNo. 333-231517
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO FORMS-8 REGISTRATION STATEMENT NO.333-170968
POST-EFFECTIVE AMENDMENT NO. 1 TO FORMS-8 REGISTRATION STATEMENT NO.333-189905
POST-EFFECTIVE AMENDMENT NO. 1 TO FORMS-8 REGISTRATION STATEMENT NO.333-214561
POST-EFFECTIVE AMENDMENT NO. 1 TO FORMS-8 REGISTRATION STATEMENT NO.333-231517
UNDER
THE SECURITIES ACT OF 1933
SEMGROUP CORPORATION
(Exact name of registrant as specified in its charter)
Delaware | 20-3533152 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
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 registrant’s principal executive offices)
SemGroup Corporation Equity Incentive Plan, as amended and restated
SemGroup Employee Stock Purchase Plan
(Full title of the plan)
Thomas E. Long
Chief Financial Officer
SemGroup Corporation
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)
Copies to:
William N. Finnegan IV
Kevin M. Richardson
Latham & Watkins LLP
811 Main Street, Suite 3700
Houston, Texas 77002
(713)546-5400
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-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 Rule12b-2 of the Exchange Act. (Check one):
Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||
Emerging growth company | ☐ |
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. ☐
DEREGISTRATION OF SECURITIES
These post-effective amendments (these “Post-Effective Amendments”) relate to the following Registration Statements on FormS-8 (collectively, the “Registration Statements”), filed by SemGroup Corporation, a Delaware corporation (“SemGroup”), with the Securities and Exchange Commission:
• | Registration StatementNo. 333-170968 onFormS-8, filed on December 3, 2010, registering 2,774,135 shares of Class A common stock, par value $0.01 per share (the “Common Stock”), of SemGroup under the SemGroup Corporation Equity Incentive Plan; |
• | Registration StatementNo. 333-189905 onFormS-8, filed on July 11, 2013, registering 1,000,000 shares of Common Stock under the SemGroup Employee Stock Purchase Plan; |
• | Registration StatementNo. 333-214561 onFormS-8, filed on November 10, 2016, registering 928,585 shares of Common Stock under the SemGroup Corporation Equity Incentive Plan, as amended and restated; and |
• | Registration StatementNo. 333-231517 onFormS-8, filed on May 15, 2019, registering 3,600,000 shares of Common Stock under the SemGroup Corporation Equity Incentive Plan, as amended and restated. |
On December 5, 2019, Energy Transfer LP, a Delaware limited partnership (“ET”), completed the acquisition of SemGroup, pursuant to the terms of the Agreement and Plan of Merger, dated as of September 15, 2019 (the “Merger Agreement”), by and among SemGroup, ET and Nautilus Merger Sub LLC, a Delaware limited liability company and a wholly owned subsidiary of ET (“Merger Sub”). Under the terms of the Merger Agreement, Merger Sub merged with and into SemGroup (the “Merger”), with SemGroup surviving the Merger as a direct wholly owned subsidiary of ET. Each outstanding share of Common Stock was converted into the right to receive (x) $6.80 in cash, without interest and (y) 0.7275 of a common unit representing a limited partner interest in ET.
In connection with the consummation of the Merger, SemGroup has terminated all offerings of securities pursuant to the Registration Statements. In accordance with the undertakings made by SemGroup in the Registration Statements to remove from registration, by means of a post-effective amendment, any of the securities that had been registered for issuance that remain unsold at the termination of such offering, SemGroup hereby removes from registration all of such securities of SemGroup registered but unsold under the Registration Statements.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on FormS-8 and has duly caused these Post-Effective Amendments to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on this 11th day of December, 2019.
SEMGROUP CORPORATION | ||||
By: | /s/ Thomas E. Long | |||
Name: | Thomas E. Long | |||
Title: | Chief Financial Officer |
No other person is required to sign these Post-Effective Amendments in reliance upon Rule 478 under the Securities Act of 1933.