- The document is an investor presentation that provides an overview of SemGroup Corporation and Rose Rock Midstream.
- It discusses SemGroup's crude oil and natural gas assets across North America and outlines strategic initiatives to focus on stable, fee-based operations and pursue organic and strategic growth opportunities.
- Capital expenditure guidance for 2015 is provided, with over 90% focused on growth projects in key plays like the Maurepas Pipeline and SemGas expansion in Northern Oklahoma.
Enterprise Excellence is Inclusive Excellence.pdfKaiNexus
Enterprise excellence and inclusive excellence are closely linked, and real-world challenges have shown that both are essential to the success of any organization. To achieve enterprise excellence, organizations must focus on improving their operations and processes while creating an inclusive environment that engages everyone. In this interactive session, the facilitator will highlight commonly established business practices and how they limit our ability to engage everyone every day. More importantly, though, participants will likely gain increased awareness of what we can do differently to maximize enterprise excellence through deliberate inclusion.
What is Enterprise Excellence?
Enterprise Excellence is a holistic approach that's aimed at achieving world-class performance across all aspects of the organization.
What might I learn?
A way to engage all in creating Inclusive Excellence. Lessons from the US military and their parallels to the story of Harry Potter. How belt systems and CI teams can destroy inclusive practices. How leadership language invites people to the party. There are three things leaders can do to engage everyone every day: maximizing psychological safety to create environments where folks learn, contribute, and challenge the status quo.
Who might benefit? Anyone and everyone leading folks from the shop floor to top floor.
Dr. William Harvey is a seasoned Operations Leader with extensive experience in chemical processing, manufacturing, and operations management. At Michelman, he currently oversees multiple sites, leading teams in strategic planning and coaching/practicing continuous improvement. William is set to start his eighth year of teaching at the University of Cincinnati where he teaches marketing, finance, and management. William holds various certifications in change management, quality, leadership, operational excellence, team building, and DiSC, among others.
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[Note: This is a partial preview. To download this presentation, visit:
https://www.oeconsulting.com.sg/training-presentations]
Sustainability has become an increasingly critical topic as the world recognizes the need to protect our planet and its resources for future generations. Sustainability means meeting our current needs without compromising the ability of future generations to meet theirs. It involves long-term planning and consideration of the consequences of our actions. The goal is to create strategies that ensure the long-term viability of People, Planet, and Profit.
Leading companies such as Nike, Toyota, and Siemens are prioritizing sustainable innovation in their business models, setting an example for others to follow. In this Sustainability training presentation, you will learn key concepts, principles, and practices of sustainability applicable across industries. This training aims to create awareness and educate employees, senior executives, consultants, and other key stakeholders, including investors, policymakers, and supply chain partners, on the importance and implementation of sustainability.
LEARNING OBJECTIVES
1. Develop a comprehensive understanding of the fundamental principles and concepts that form the foundation of sustainability within corporate environments.
2. Explore the sustainability implementation model, focusing on effective measures and reporting strategies to track and communicate sustainability efforts.
3. Identify and define best practices and critical success factors essential for achieving sustainability goals within organizations.
CONTENTS
1. Introduction and Key Concepts of Sustainability
2. Principles and Practices of Sustainability
3. Measures and Reporting in Sustainability
4. Sustainability Implementation & Best Practices
To download the complete presentation, visit: https://www.oeconsulting.com.sg/training-presentations
RMD24 | Debunking the non-endemic revenue myth Marvin Vacquier Droop | First ...BBPMedia1
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Memorandum Of Association Constitution of Company.pptseri bangash
www.seribangash.com
A Memorandum of Association (MOA) is a legal document that outlines the fundamental principles and objectives upon which a company operates. It serves as the company's charter or constitution and defines the scope of its activities. Here's a detailed note on the MOA:
Contents of Memorandum of Association:
Name Clause: This clause states the name of the company, which should end with words like "Limited" or "Ltd." for a public limited company and "Private Limited" or "Pvt. Ltd." for a private limited company.
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Registered Office Clause: It specifies the location where the company's registered office is situated. This office is where all official communications and notices are sent.
Objective Clause: This clause delineates the main objectives for which the company is formed. It's important to define these objectives clearly, as the company cannot undertake activities beyond those mentioned in this clause.
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Liability Clause: It outlines the extent of liability of the company's members. In the case of companies limited by shares, the liability of members is limited to the amount unpaid on their shares. For companies limited by guarantee, members' liability is limited to the amount they undertake to contribute if the company is wound up.
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Capital Clause: This clause specifies the authorized capital of the company, i.e., the maximum amount of share capital the company is authorized to issue. It also mentions the division of this capital into shares and their respective nominal value.
Association Clause: It simply states that the subscribers wish to form a company and agree to become members of it, in accordance with the terms of the MOA.
Importance of Memorandum of Association:
Legal Requirement: The MOA is a legal requirement for the formation of a company. It must be filed with the Registrar of Companies during the incorporation process.
Constitutional Document: It serves as the company's constitutional document, defining its scope, powers, and limitations.
Protection of Members: It protects the interests of the company's members by clearly defining the objectives and limiting their liability.
External Communication: It provides clarity to external parties, such as investors, creditors, and regulatory authorities, regarding the company's objectives and powers.
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Binding Authority: The company and its members are bound by the provisions of the MOA. Any action taken beyond its scope may be considered ultra vires (beyond the powers) of the company and therefore void.
Amendment of MOA:
While the MOA lays down the company's fundamental principles, it is not entirely immutable. It can be amended, but only under specific circumstances and in compliance with legal procedures. Amendments typically require shareholder
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2. Forward-looking Information
2
Certain matters contained in this presentation include "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended. We make these forward-looking statements in reliance on the safe harbor
protections provided under the Private Securities Litigation Reform Act of 1995.
All statements, other than statements of historical fact, included in this presentation including the prospects of our industry, our anticipated financial
performance, our anticipated annual dividend growth rate, management's plans and objectives for future operations, planned capital expenditures, business
prospects, outcome of regulatory proceedings, market conditions and other matters, may constitute forward-looking statements. Although we believe that the
expectations reflected in these forward-looking statements are reasonable, we cannot assure you that these expectations will prove to be correct. These
forward-looking statements are subject to certain known and unknown risks and uncertainties, as well as assumptions that could cause actual results to differ
materially from those reflected in these forward-looking statements. Factors that might cause actual results to differ include, but are not limited to, our ability to
generate sufficient cash flow from operations to enable us to pay our debt obligations or to fund our other liquidity needs; our ability to comply with the
covenants contained in the instruments governing our indebtedness and to maintain certain financial ratios required by our credit facilities; the effect of our debt
level on our future financial and operating flexibility, including our ability to obtain additional capital; the ability of our subsidiary, Rose Rock Midstream L.P.
(NYSE: RRMS), to make minimum quarterly distributions; the operations of NGL Energy Partners LP (NYSE: NGL), which we do not control; any sustained
reduction in demand for the petroleum products we gather, transport, process and store; our ability to obtain new sources of supply of petroleum products; our
failure to comply with new or existing environmental laws or regulations or cross border laws or regulations; the possibility that the construction or acquisition of
new assets may not result in the corresponding anticipated revenue increases; changes in currency exchange rates; cyber attacks involving our information
systems and related infrastructure; the risks and uncertainties of doing business outside of the U.S., including political and economic instability and changes in
local governmental laws, regulations and policies; and the possibility that our hedging activities may result in losses or may have a negative impact on our
financial results; as well as other risk factors discussed from time to time in each of our documents and reports filed with the SEC.
Readers are cautioned not to place undue reliance on any forward-looking statements contained in this presentation which reflect management's opinions only
as of the date hereof. Except as required by law, we undertake no obligation to revise or publicly release the results of any revision to any forward-looking
statements.
SemGroup and Rose Rock Midstream use their Investor Relations website and social media outlets as channels of distribution of material company
information. Such information is routinely posted and accessible on our Investor Relations websites at ir.semgroupcorp.com and ir.rrmidstream.com.
Both companies are present on Twitter and LinkedIn, follow us at the links below:
SemGroup Twitter and LinkedIn Rose Rock Midstream Twitter and LinkedIn
3. Non-GAAP Financial Measures
3
SemGroup
Adjusted EBITDA is presented in this presentation for certain periods. Adjusted EBITDA is not a U.S. generally accepted accounting principles (“GAAP”)
measure and is not intended to be used in lieu of a GAAP presentation of net income (loss). Adjusted EBITDA is presented in this presentation because
SemGroup believes it provides additional information with respect to its performance. Adjusted EBITDA represents earnings before interest, taxes, depreciation
and amortization, adjusted for selected items that SemGroup believes impact the comparability of financial results between reporting periods. Although
SemGroup presents selected items that it considers in evaluating its performance, you should also be aware that the items presented do not represent all items
that affect comparability between the periods presented. Variations in SemGroup’s operating results are also caused by changes in volumes, prices, exchange
rates, mechanical interruptions and numerous other factors. These types of variances are not separately identified in this presentation. Because all companies
do not use identical calculations, SemGroup’s presentation of Adjusted EBITDA may be different from similarly titled measures of other companies, thereby
diminishing its utility. Reconciliations of net income (loss) to Adjusted EBITDA for the periods presented are included in the appendix of this presentation.
Rose Rock Midstream
This presentation includes the non-GAAP financial measures of Adjusted gross margin, Adjusted EBITDA and distributable cash flow, which may be used
periodically by management when discussing our financial results with investors and analysts. The appendix of this presentation provides reconciliations of
these non-GAAP financial measures to their most directly comparable financial measures calculated and presented in accordance with GAAP. Adjusted gross
margin, Adjusted EBITDA and distributable cash flow are presented as management believes they provide additional information and metrics relative to the
performance of our business.
Operating income (loss) is the GAAP measure most directly comparable to Adjusted gross margin, net income (loss) and cash provided by (used in) operating
activities are the GAAP measures most directly comparable to Adjusted EBITDA, and net income (loss) is the GAAP measure most directly comparable to
distributable cash flow. Our non-GAAP financial measures should not be considered as alternatives to the most directly comparable GAAP financial measures.
These non-GAAP financial measures have important limitations as analytical tools because they exclude some, but not all, items that affect the most directly
comparable GAAP financial measures. You should not consider Adjusted gross margin, Adjusted EBITDA or distributable cash flow in isolation or as
substitutes for analysis of our results as reported under GAAP. Because Adjusted gross margin, Adjusted EBITDA and distributable cash flow may be defined
differently by other companies in our industry, our definitions of these non-GAAP financial measures may not be comparable to similarly titled measures of
other companies, thereby diminishing their utility.
Management compensates for the limitation of Adjusted gross margin, Adjusted EBITDA and distributable cash flow as analytical tools by reviewing the
comparable GAAP measures, understanding the differences between Adjusted gross margin, Adjusted EBITDA and distributable cash flow, on the one hand,
and operating income (loss), net income (loss) and net cash provided by (used in) operating activities, on the other hand, and incorporating this knowledge into
its decision-making processes. We believe that investors benefit from having access to the same financial measures that our management uses in evaluating
our operating results.
4. Two Public Companies
Note: Enterprise Value, Market Cap, Unit/Share Price and Yield as of November 6, 2015. Balance sheet data
as of September 30, 2015
C-Corp – assets in US, Canada, Mexico & UK
General Partner of RRMS
Publicly Traded – November 2010
Shares: 44.6 million
Enterprise Value: $2.8 billion
Market Cap: $1.8 billion
Share Price: $39.49
Yield: 4.6%
Current Annualized Dividend: $1.80
Total Assets: $2.9 billion
PP&E: $1.5 billion
Master Limited Partnership (MLP)
IPO – December 2011
Units: 36.8 million
Enterprise Value: $1.6 billion
Market Cap: $889 million
Unit Price: $24.15
Yield: 10.9%
Current Annualized Distribution: $2.64
Total Assets: $1.3 billion
PP&E: $426 million
SemGroup Corporation Rose Rock Midstream
4
6. Strategic Initiatives
6
• Focused fee-based business with long-term minimum
commitments
• Maintain minimal commodity price exposure
Focus on Stable,
Fee-Based Business
• Improve operational efficiency and maximize asset utilization
• Leverage commercial capabilities to expand third-party
business
Optimize Existing
Asset Base
• Identify and execute on low-risk, high-return growth projects
• Continue to expand footprint to new areas (e.g. Gulf Coast)
• Jointly pursue strategic opportunities
• Methodically drop-down assets to the MLP
Pursue Organic &
Strategic Opportunities
• Strong balance sheets with current liquidity of nearly $1 billion
• No need for capital market access in 2016
• SemGroup is a strong strategic sponsor for Rose Rock
Financial Strength
Collectively focused on creating long-term value
8. Crude Business Overview
White Cliffs Pipeline – 51% ownership
DJ Basin to Cushing, OK
Two 527-mile, 12-inch pipelines
150,000 bpd current capacity
Expanding capacity to approximately 215,000 bpd
– Expected completion first half 2016
Wattenberg Oil Trunkline
75-mile, 12-inch pipeline and storage in DJ Basin
Transports Noble Energy production to White Cliffs
Platteville Truck Unloading Facility
30-lane truck unloading facility
Origin of White Cliffs Pipeline
330,000 barrels of storage capacity
4 new truck unloading bays and 100,000 barrels of additional
storage – Completed July 2015
10 new truck unloading bays and 5,000 barrels of additional
storage – Completed October 2015
Tampa Pipeline
12-mile, 12-inch pipeline from Platteville to Tampa, CO rail facility
c
DJ Basin
8
9. Crude Business Overview
Cushing Storage
7.6 million barrels of storage
86% under long-term fixed fee contracts with first
expiration 2016
2015 average storage rate of $0.37 per month
Connectivity to all major inbound/outbound pipelines
Kansas/Oklahoma System
Approximately 600-mile gathering and transportation
pipeline system
Currently operating at full capacity
Connects to third-party pipelines, Kansas and
Oklahoma refineries and Cushing terminal
650,000 barrels of storage capacity
Oklahoma/Kansas Assets
Field Services
Crude Oil Trucking Fleet
Fleet of approximately 270 crude oil trucks
Servicing the Bakken, DJ/Niobrara, Eagle Ford,
Granite Wash, Mississippi Lime, Permian and Utica
plays
9
Glass Mountain Pipeline – 50% ownership
215-mile pipeline
Two laterals – Granite Wash and Mississippi Lime Play join
and terminate in Cushing
140,000 bpd current capacity
Isabel Pipeline – Expected Completion 1Q 2016
48 mile, 8-inch crude oil pipeline from Isabel Junction, KS
to Alva, OK
Connects Kansas barrels to Glass Mountain Pipeline
10. Crude Key Performance Metrics
(1) 100% of storage contract volumes are included in year of contract expiration
(2) Pipeline volumes include KS/OK system, ND transportation and Tampa pipeline
(3) White Cliffs Pipeline is owned 51% by RRMS; reflects 100% throughput
(4) Glass Mountain Pipeline is owned 50% by RRMS; average volumes for 1Q 2014 for two months operational; reflects
100% throughput
(5) Includes intercompany trucking volumes
10
2013 2014 2015
2013 2014 20152013 2014 2015
Crude Marketing Volumes
(Thousand Barrels per Day)
Pipeline Volumes(2) Wattenberg Oil Trunkline Field Services(3)
6.50 6.00
4.65
3.15
Joint Venture Transportation Volumes
(Thousand Barrels per Day)
Contracted(1) Operational / Marketing Uncontracted
1.35
1.10
1.35
1.35
3.10
1.60
0.25
White Cliffs Pipeline Volumes(4) Glass Mountain Pipeline Volumes(5)
Crude Transportation Volumes
(Thousand Barrels per Day)
Crude Cushing Storage
7.6 million Barrels Capacity
11. 156.9 167.7
251.4
315.9
355.9 369.0 384.2 368.0
0
50
100
150
200
250
300
350
400
450
500
550
600
4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q
Processing Volumes Capacity
2013 2014 2015
SemGas Areas of Operation Northern Oklahoma Average Processed Volume (mmcf/d)
Located in liquids rich oil plays
Five processing facilities - 595 mmcf/d of current capacity
1,300 miles of gathering lines
Inventory of drilled but uncompleted wells to support production volumes
Anticipate maintaining 3Q 2015 processing volumes through 2016
SemGas Natural Gas Business
11
12. 272.6 285.8
148.2
274.2
340.1
302.5 288.8
254.6
146.9
152.6
186.1
138.3
97.9
91.9 96.6
93.4
0
100
200
300
400
500
600
4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q
K3 KA Capacity
2013 2014 2015
SemCAMS Natural Gas Business
SemCAMS Areas of OperationAverage Throughput Volume (mmcf/d)
Located in:
– Western Canadian Sedimentary Basin – sour gas
– Montney – liquids rich sour gas
– Duvernay – liquids rich sweet gas
600 miles of transport and gathering lines
Strong incumbent position to serve industry’s growing
infrastructure needs
12
419.5
385.3
438.4
334.3
412.5
438.0
394.4
348.0
13. Maurepas Pipeline Overview
Project
Construct, own and operate three pipelines for Motiva Enterprises, LLC in St. James, LA connecting Motiva's refineries
– 24-inch, 34 mile crude oil pipeline connected to LOCAP, crossing the Mississippi River and terminating at Motiva's Norco refinery;
– 12-inch, 35 mile intermediates pipeline between Motiva's Norco and Convent refineries; and
– 6-inch, 35 mile intermediates pipeline between Motiva's Norco and Convent refineries; and
This project is supported by long-term transportation agreements with Motiva and is expected to be operational in the
fourth quarter of 2016
The pipeline project is a significant part of an overall refinery optimization project
Strategic Rationale
First step in establishing a SemGroup presence in US Gulf Coast
crude markets and it provides a more balanced risk profile through
geographic diversity, new customer base and potential for
product expansion
Platform for future participation in the build-out of infrastructure in
the Gulf Coast
Accomplishes strategic goal of becoming more refinery facing
Furthers SemGroup’s drop down inventory to Rose Rock
Project Progress
90% of planning process complete
– Majority of Right-of-Way acquired, permits in process and major
equipment has been ordered
13
15. 2015 Updated Capital Expenditure Guidance(1)
2015 Capital Expenditures – $650 million
Natural Gas
Crude
Other Growth Projects
Maintenance
$355
38%
54%
1%
7%
$245
$5
$45
Project update
- Platteville expansion completed
- Maurepas Pipeline on-track for a Q4 2016 completion
Growth capex guidance reduced $90
million to reflect timing of capital spend
Reduced capex guidance $35 million
primarily a result of a decrease in
SemGas well connects
More than 90% of capital expenditures
are focused on growth capital
Targeting EBITDA multiples of 5-8x on
organic growth projects in key asset plays
15
(1) Guidance updated November 5, 2015
16. (in millions)
Total
ProjectSegment Description
Estimated
Completion
Date 2015 Capex 2016 Capex
SemGroup
Crude Maurepas Pipeline 4Q 2016 205 275 500
SemGas Northern Oklahoma gas gathering & processing expansion varies 105 40 145
SemCAMS Wapiti Pipeline Expansion varies 45 5 50
SemCAMS K3 Plant projects varies 10 10 20
SemCAMS KA Plant projects varies 40 25 65
Other/undesignated growth projects varies 60 135
Maintenance 35 30
Total SemGroup $500
Rose Rock Midstream
Crude White Cliffs Pipeline capacity expansion(2) 1H 2016 35 5 40
Crude Isabel Pipeline 1Q 2016 30 5 35
Crude Platteville truck unloading expansion October 2015 25 — 25
Crude Wattenberg Oil Trunkline extension 1Q 2015 20 10 30
Other/undesignated growth projects 30
Maintenance 10 10
Total Rose Rock Midstream $150
Total $650 $500-$600
(1) Guidance updated November 5, 2015
(2) Investments in affiliate; reflects our ownership in joint ventures
16
2015 Updated Capital Expenditure Guidance(1)
17. $116
$135
$189
$287
$305-$315
$100
$150
$200
$250
$300
$350
2011 2012 2013 2014 2015E
RRMS Adjusted EBITDA(1)
(in millions)
$35 $40
$69
$128
$175-$185
$0
$50
$100
$150
$200
2011 2012 2013 2014 2015E
(1) Non-GAAP Financial Data Reconciliations can be found on the company website
(2) SemGroup includes fully consolidated Rose Rock Midstream
(3) Prior period financial information has been recast to reflect the effects of the dropdown of the Wattenberg Oil Trunkline
(4) CAGR is based on the midpoint of 2015 Adjusted EBITDA Guidance
SEMG Adjusted EBITDA(1)
(in millions)
17
3Q 2015 2Q 2015 1Q 2015
9 months
ending
9/30/15
9 months
ending
9/30/14
Crude(2) $ 42.2 $ 43.8 $ 41.6 $ 127.6 $ 106.0
SemGas 17.4 19.4 15.1 51.9 44.5
SemCAMS 9.2 8.5 8.4 26.1 36.5
SemLogistics 2.0 2.2 1.0 5.2 (0.8)
SemMaterials Mexico 4.6 5.3 5.3 15.2 12.6
SemStream 4.7 4.5 5.0 14.2 17.3
Corporate and Other (4.1) (3.7) (6.4) (14.2) (11.9)
SemGroup $ 76.0 $ 80.0 $ 70.0 $ 226.0 $ 204.2
Rose Rock Midstream $ 41.9 $ 44.7 $ 42.1 $ 128.7 $ 82.8
Third Quarter 2015 Adjusted EBITDA(1)
18. Leverage & Liquidity
(in millions, unaudited)
SemGroup Rose Rock
September 30, 2015 September 30, 2015
Revolving credit facility - December 2018
Revolving credit facility - September 2018
7.500% Senior unsecured notes - 2021 $300.0
5.625% Senior unsecured notes - 2022 $400.0
5.625% Senior unsecured notes - 2023 350.0
Total consolidated debt $300.0 $750.0
Compliance leverage ratio(1) 1.08x 3.96x
Liquidity:
Cash and cash equivalents 146.0 44.0
Revolver availability(2) 495.5 546.1
Total liquidity $641.5 $590.1
(1) Calculated per credit agreement definitions
(2) Revolver availability less outstanding letters of credit
Nearly $1.2 Billion of Combined Liquidity
18
19. 88%
6%
6%
SemGroup’s Fee-based Business Model
Margin Contribution(1)
Fixed Fee Variable Fee Marketing
Margin Descriptions
Fixed Fee
– Storage fees
– Transportation fees
– Unloading fees
– Gathering and processing fees
Variable Fee
– Gas processing – percent of proceeds
Marketing
– Back-to-back marketing transactions
Fixed Fee Variable Fee Marketing
SemGas(2) 72% 28%
SemCAMS 100%
SemLogistics 100%
SemMaterials Mexico 100%
White Cliffs Pipeline 100%
Rose Rock Midstream(3)(4) 85% 15%
19
(1) LTM September 30, 2015
(2) SemGas 3Q 2015 margin contribution 73% fixed fee, 27% variable fee
(3) Rose Rock Midstream includes White Cliffs and Glass Mtn Pipeline proportionate cash distributions
(4) Marketing margin reduced by intercompany trucking expense
20. SemGroup Corporation Dividend Growth(1)
(1) Assumes no further drop downs to Rose Rock or 3rd party acquisitions
2015 Target Dividend Growth 50-60% year-over-year
2013 2014 2015
20
21. Rose Rock Midstream Distribution Growth(1)
(1) Assumes no further drop downs from SemGroup or 3rd party acquisitions
2015 Target Annual Coverage Ratio 1.1x-1.2x
2015 Target Distribution Growth 15-20% year-over-year
2011 2012 2013 2014 2015
21
22. Company Highlights
22
Prudent organic capital investment at 5-8x EBITDA multiples
Capital spending can be accomplished without accessing capital markets
Clean balance sheet provides significant financial flexibility
SemGroup’s strong sponsor support for Rose Rock creates value for both entities