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Investor Presentation Third Quarter 2015
Forward-looking Information
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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
Non-GAAP Financial Measures
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SemGroupAdjusted 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.
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 millionEnterprise Value: $2.8 billionMarket Cap: $1.8 billionShare Price: $39.49Yield: 4.6%Current Annualized Dividend: $1.80Total Assets: $2.9 billionPP&E: $1.5 billion
Master Limited Partnership (MLP) IPO – December 2011
Units: 36.8 millionEnterprise Value: $1.6 billionMarket Cap: $889 millionUnit Price: $24.15Yield: 10.9%Current Annualized Distribution: $2.64 Total Assets: $1.3 billionPP&E: $426 million
SemGroup Corporation Rose Rock Midstream
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SemGroup Ownership Structure
Note: NGL Common Units are as of September 30, 2015
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Strategic Initiatives
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• 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
Crude and Gas Assets in Key Growth Areas
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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
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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 ServicesCrude 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
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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
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 volumes10
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 6.004.65
3.15
Joint Venture Transportation Volumes(Thousand Barrels per Day)
Contracted(1) Operational / Marketing Uncontracted
1.35
1.101.35
1.353.10
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
156.9 167.7251.4
315.9 355.9 369.0 384.2 368.0
050
100150200250300350400450500550600
4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q
Processing Volumes Capacity2013 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
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272.6 285.8
148.2
274.2340.1 302.5 288.8 254.6
146.9 152.6
186.1
138.397.9
91.9 96.693.4
0
100
200
300
400
500
600
4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q
K3 KA Capacity
2013 2014 2015
SemCAMS Natural Gas BusinessSemCAMS 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
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419.5385.3
438.4
334.3
412.5438.0
394.4
348.0
Maurepas Pipeline OverviewProject 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
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Maurepas Pipeline Area Map
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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
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(1) Guidance updated November 5, 2015
(in millions)
Total ProjectSegment Description
Estimated Completion
Date 2015 Capex 2016 CapexSemGroup
Crude Maurepas Pipeline 4Q 2016 205 275 500SemGas Northern Oklahoma gas gathering & processing expansion varies 105 40 145SemCAMS Wapiti Pipeline Expansion varies 45 5 50SemCAMS K3 Plant projects varies 10 10 20SemCAMS KA Plant projects varies 40 25 65
Other/undesignated growth projects varies 60 135Maintenance 35 30
Total SemGroup $500
Rose Rock MidstreamCrude White Cliffs Pipeline capacity expansion(2) 1H 2016 35 5 40Crude Isabel Pipeline 1Q 2016 30 5 35Crude Platteville truck unloading expansion October 2015 25 — 25Crude Wattenberg Oil Trunkline extension 1Q 2015 20 10 30
Other/undesignated growth projects 30Maintenance 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
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2015 Updated Capital Expenditure Guidance(1)
$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)
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3Q 2015 2Q 2015 1Q 20159 months ending 9/30/15
9 months ending 9/30/14
Crude(2) $ 42.2 $ 43.8 $ 41.6 $ 127.6 $ 106.0SemGas 17.4 19.4 15.1 51.9 44.5SemCAMS 9.2 8.5 8.4 26.1 36.5SemLogistics 2.0 2.2 1.0 5.2 (0.8)SemMaterials Mexico 4.6 5.3 5.3 15.2 12.6SemStream 4.7 4.5 5.0 14.2 17.3Corporate and Other (4.1) (3.7) (6.4) (14.2) (11.9)
SemGroup $ 76.0 $ 80.0 $ 70.0 $ 226.0 $ 204.2Rose Rock Midstream $ 41.9 $ 44.7 $ 42.1 $ 128.7 $ 82.8
Third Quarter 2015 Adjusted EBITDA(1)
Leverage & Liquidity
(in millions, unaudited)
SemGroup Rose RockSeptember 30, 2015 September 30, 2015
Revolving credit facility - December 2018Revolving credit facility - September 2018
7.500% Senior unsecured notes - 2021 $300.05.625% Senior unsecured notes - 2022 $400.05.625% 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 44.0Revolver 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
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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 MarketingSemGas(2) 72% 28%SemCAMS 100%SemLogistics 100%SemMaterials Mexico 100%White Cliffs Pipeline 100%Rose Rock Midstream(3)(4) 85% 15%
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(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
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
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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-1.2x2015 Target Distribution Growth 15-20% year-over-year
2011 2012 2013 2014 2015
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Company Highlights
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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