SemGroup Corporation
Two Warren Place
6120 S. Yale Avenue, Suite 1500
Tulsa, OK 74136-4231
January 8, 2018
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
| Re: | SemGroup Corporation |
| Registration Statement on FormS-4 |
Ladies and Gentlemen:
Reference is made to the Registration Statement on FormS-4 (the “Registration Statement”) of SemGroup Corporation and the additional registrants listed in the table of subsidiary guarantor registrants in the Registration Statement (collectively, the “Registrants”) registering the offer to exchange up to $325,000,000 aggregate principal amount of 6.375% senior notes due 2025 (together with the guarantees thereof, the “New Notes”) for a like aggregate principal amount of 6.375% senior notes due 2025 (together with the guarantees thereof, the “Old Notes”).
Please be advised that the Registrants are registering the exchange offer in reliance on the position of the staff of the Securities and Exchange Commission (the “Staff”) enunciated in:Exxon Capital Holdings Corporation (available May 13, 1988);Morgan Stanley & Co. Incorporated (available June 5, 1991); andShearman & Sterling (available July 2, 1993). In addition, the Registrants hereby represent that they have not entered into any arrangement or understanding with any person to distribute the New Notes to be received in the exchange offer and, to the best of the Registrants’ information and belief, each person participating in the exchange offer will be acquiring the New Notes in its ordinary course of business and will not have any arrangement or understanding with any person to participate in the distribution of the New Notes to be received in the exchange offer. In this regard, the Registrants will make each person participating in the exchange offer aware, by means of the exchange offer prospectus and the related letter of transmittal, that if they are participating in the exchange offer for the purpose of distributing the New Notes to be acquired in the exchange offer, then they (i) cannot rely on the Staff position enunciated in Exxon Capital Holdings Corporation or interpretative letters to similar effect and (ii) must comply with the registration and prospectus delivery requirements of the Securities Act of 1933, as amended, in connection with a secondary resale transaction. The Registrants acknowledge that a secondary resale transaction by a person participating in the exchange offer for the purpose of distributing the New Notes should be covered by an effective registration statement containing the selling securityholder information required by Item 507 of RegulationS-K under the Securities Act of 1933, as amended.
Securities and Exchange Commission
January 8, 2018
Page 2
The Registrants represent that any broker-dealer that participates in the exchange offer with respect to Old Notes acquired for its own account as a result of market-making activities or other trading activities must confirm that it has not entered into any arrangement or understanding with the Registrants or an affiliate of the Registrants to distribute the New Notes. The Registrants will make each person participating in the exchange offer aware (through the exchange offer prospectus) that any broker-dealer who holds Old Notes acquired for its own account as a result of market-making activities or other trading activities, and who receives New Notes in exchange for Old Notes under the exchange offer, may be a statutory underwriter and, in connection with any resale of those New Notes, must deliver a prospectus meeting the requirements of the Securities Act of 1933, as amended, which may be the prospectus for the exchange offer so long as it contains a plan of distribution with respect to such resale transactions (such plan of distribution need not name the broker-dealer or disclose the amount of New Notes held by the broker-dealer). In addition, the Registrants will include in the transmittal letter or similar documentation to be executed by an exchange offeree in order to participate in the applicable exchange offer the following additional provision, in substantially the form set forth below:
“If the exchange offeree is a broker-dealer holding Old Notes acquired for its own account as a result of market-making activities or other trading activities, such broker-dealer acknowledges that it will receive the New Notes for its own account and that it will deliver a prospectus meeting the requirements of the Securities Act of 1933, as amended, in connection with any resale of New Notes.”
If you have any further questions or comments or desire further information in respect of the Registration Statement, please do not hesitate to contact Robert J. Melgaard of Conner & Winters, LLP, counsel to the Registrants, at (918)586-8973.
| SemGroup Corporation | ||
| By: | /s/ Robert N. Fitzgerald | |
| Name: Robert N. Fitzgerald | ||
Title: Senior Vice President and Chief Financial Officer | ||
Securities and Exchange Commission
January 8, 2018
Page 3
| GUARANTORS: | ||
| 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 | ||
| 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 | ||
Securities and Exchange Commission
January 8, 2018
Page 4
| 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 | ||
