SemGroup in its $1.8 billion joint venture with KKR including acquisition of Meritage Midstream from Riverstone

On January 10, 2019, SemGroup Corporation and KKR announced the formation of a joint venture to create SemCAMS Midstream ULC, a Canadian midstream infrastructure platform. The companies also announced that SemCAMS Midstream has entered into a definitive agreement to acquire Meritage Midstream ULC and its midstream infrastructure assets for $600 million.

Under the terms of the joint venture, SemGroup will contribute the shares and assets of its Canadian subsidiary, SemCAMS, valued at $1.15 billion, in exchange for $615 million cash proceeds and 51% common equity ownership in SemCAMS Midstream. KKR will contribute $515 million of cash in exchange for 49% of the common equity ownership. KKR will also contribute $300 million to acquire perpetual preferred equity. In addition, the joint venture will enter into a $800 million underwritten bank credit facility.

The transactions create a well-capitalized Canadian growth platform and expand SemGroup’s Montney footprint while deleveraging and strengthening its capital position.

SemGroup, headquartered in Tulsa, Oklahoma, moves energy across North America through a network of pipelines, processing plants, refinery-connected storage facilities and deep-water marine terminals with import and export capabilities.

KKR, based out of New York, is a leading global investment firm that manages multiple alternative asset classes, including private equity, energy, infrastructure, real estate and credit, with strategic partners that manage hedge funds.

Osler, Hoskin & Harcourt LLP represented SemCAMS with a team led by Craig Spurn (M&A, Energy) and including Ted Thiessen (Tax), Andrea Whyte, Justin Sherman, Heidi Wong and Chris Hall (Corporate), Lorne Carson and Allan Morgan (Banking), Paula Olexiuk, (Energy), Peter Glossop and Jaime Auron (Competition), Mark Graham (Regulatory), Justin Lafferty (Litigation) and Carson Wetter (Articling Student).