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
Registration Statement on FormS-4
FileNo. 333-222464
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.
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Sincerely, |
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SemGroup Corporation |
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By: | | /s/ Robert N. Fitzgerald |
Name: | | Robert N. Fitzgerald |
Title: | | Senior Vice President and Chief Financial Officer |
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SemGas, L.P. |
SemMaterials, L.P. |
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By: | | SemOperating G.P., L.L.C., each such Guarantor’s General Partner |
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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
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Mid-America Midstream Gas Services, L.L.C. |
SemGroup Europe Holding, L.L.C. |
SemMexico, L.L.C. |
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By: | | /s/ Robert N. Fitzgerald |
Name: | | Robert N. Fitzgerald |
Title: | | Chief Financial Officer |
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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. |
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By: | | /s/ Robert N. Fitzgerald |
Name: | | Robert N. Fitzgerald |
Title: | | Senior Vice President and Chief Financial Officer |
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Glass Mountain Holding, LLC |
Wattenberg Holding, LLC |
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By: | | Rose Rock Midstream Operating, L.L.C., each such Guarantor’s sole member |
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By: | | /s/ Robert N. Fitzgerald |
Name: | | Robert N. Fitzgerald |
Title: | | Senior Vice President and Chief Financial Officer |
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Rose Rock Midstream Crude, L.P. |
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By: | | Rose Rock Midstream Energy GP, LLC, its general partner |
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By: | | /s/ Robert N. Fitzgerald |
Name: | | Robert N. Fitzgerald |
Title: | | Senior Vice President and Chief Financial Officer |