KKR and SemGroup Form Canadian Joint Venture and Acquire Meritage Midstream
01.11.19
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Simpson Thacher is representing KKR in connection with its joint venture with SemGroup to create a Canadian midstream infrastructure platform, SemCAMS Midstream ULC ("SemCAMS Midstream"). KKR and SemGroup also announced that SemCAMS Midstream has entered into a definitive agreement to acquire Meritage Midstream ULC and its midstream infrastructure assets for C$600 million (US$449 million). Under the terms of the joint venture, SemGroup will contribute the shares and assets of its Canadian subsidiary, SemCAMS, valued at C$1.15 billion (US$860 million), in exchange for C$615 million (US$460 million) cash proceeds and 51% common equity ownership in SemCAMS Midstream. KKR will contribute C$515 million (US$385 million) of cash in exchange for 49% of the common equity ownership. KKR will also contribute C$300 million (US$224 million) to acquire perpetual preferred equity.
SemCAMS ULC, a subsidiary of SemGroup Corporation, is a gathering and processing business which provides midstream solutions for natural gas producers in Western Canada. SemCAMS is one of Alberta's largest licensed sour gas processors with Duvernay and Montney facilities located near Whitecourt and Fox Creek, and two plants under construction in the Smoke Lake area and the Wapiti area south of Grand Prairie. The company also operates sweet gas processing facilities in this region. SemCAMS is based in Calgary, Alberta, Canada.
The Simpson Thacher team includes Breen Haire and Jacqui Bogucki (M&A); and Brian Steinhardt and James Doyle (Banking & Credit).