Investor Presentation UBS Midstream, MLP and Utilities Conference - - PowerPoint PPT Presentation

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Investor Presentation UBS Midstream, MLP and Utilities Conference - - PowerPoint PPT Presentation

January 2019 Investor Presentation UBS Midstream, MLP and Utilities Conference Non-GAAP Financial Measures SemGroups non-GAAP measures, Adjusted EBITDA, Cash Available for Dividends (CAFD) and Total Segment Profit, are not GAAP measures and


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Investor Presentation

UBS Midstream, MLP and Utilities Conference

January 2019

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2

Non-GAAP Financial Measures

SemGroup’s non-GAAP measures, Adjusted EBITDA, Cash Available for Dividends (CAFD) and Total Segment Profit, are not GAAP measures and are not intended to be used in lieu of GAAP presentation of their most closely associated GAAP measures, net income (loss) for Adjusted EBITDA and CAFD and operating income for Total Segment Profit. 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. In addition to non-cash items, we have selected items for adjustment to EBITDA which management feels decrease the comparability of our results among periods. These items are identified as those which are generally outside of the results of day to day operations of the business. These items are not considered non- recurring, infrequent or unusual, but do erode comparability among periods in which they occur with periods in which they do not occur or occur to a greater or lesser degree. Historically, we have selected items such as gains on the sale of NGL Energy Partners LP common units, costs related to our predecessor’s bankruptcy, significant business development related costs, significant legal settlements, severance and other similar costs. Management believes these types of items can make comparability of the results of day to day operations among periods difficult and have chosen to remove these items from our Adjusted EBITDA. We expect to adjust for similar types of items in the future. Although we present selected items that we consider in evaluating our performance, you should be aware that the items presented do not represent all items that affect comparability between the periods presented. Variations in our operating results are also caused by changes in volumes, prices, mechanical interruptions and numerous other factors. We do not adjust for these types of variances. CAFD is based on Adjusted EBITDA, as defined above, and reduced for cash income taxes, cash interest expense, preferred stock cash dividends and maintenance capital expenditures, as adjusted for selected items which management feels decrease the comparability of results among periods. CAFD is a performance measure utilized by management to analyze our performance after the payment of cash taxes, servicing debt obligations and making sustaining capital expenditures. Total Segment Profit represents revenue, less cost of products sold (exclusive of depreciation and amortization) and operating expenses, plus equity earnings and is adjusted to remove unrealized gains and losses on commodity derivatives and to reflect equity earnings on an EBITDA basis. Reflecting equity earnings on an EBITDA basis is achieved by adjusting equity earnings to exclude our percentage of interest, taxes, depreciation and amortization from equity earnings for operated equity method investees. For our investment in NGL Energy, we exclude equity earnings and include cash distributions received. Segment profit is the measure by which management assess the performance of our reportable segments. These measures may be used periodically by management when discussing our financial results with investors and analysts and are presented as management believes they provide additional information and metrics relative to the performance of our businesses. 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 non-GAAP measures in isolation or as substitutes for analysis of our results as reported under GAAP. Management compensates for the limitations of our non-GAAP measures as analytical tools by reviewing the comparable GAAP measures, understanding the differences between the non-GAAP measure and the most comparable GAAP measure 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. Because all

companies do not use identical calculations, our presentations of non-GAAP measures may be different from similarly titled measures of other companies, thereby diminishing their utility. SemGroup does not provide guidance for net income, the GAAP financial measure most directly comparable to the non-GAAP financial measure Adjusted EBITDA, because Net Income includes items such as unrealized gains or losses on derivative activities or similar items which, because of their nature, cannot be accurately forecasted. We do not expect that such amounts would be significant to Adjusted EBITDA as they are largely non-cash items.

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3 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, the pending contribution of SemCAMS to SemCAMS Midstream ULC and the acquisition of Meritage Midstream ULC (the “SemCAMS Transactions”), 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 and our current and expected dividends or to fund our other liquidity needs; any sustained reduction in demand for, or supply of, the petroleum products we gather, transport, process, market and store; the effect of our debt level on our future financial and operating flexibility, including our ability to obtain additional capital on terms that are favorable to us; our ability to access the debt and equity markets, which will depend on general market conditions and the credit ratings for our debt

  • bligations and equity; the closing of the SemCAMS transactions on the terms currently contemplated or at all; the failure to realize the anticipated benefits of the SemCAMS

Transactions, assuming they are completed; ; the loss of, or a material nonpayment or nonperformance by, any of our key customers; the amount of cash distributions, capital requirements and performance of our investments and joint ventures; the consequences of any divestitures of non-strategic operating assets or divestitures of interests in some of our

  • perating assets through partnerships and/or join ventures; the amount of collateral required to be posted from time to time in our commodity purchase, sale or derivative transactions;

the impact of operational and developmental hazards and unforeseen interruptions; our ability to obtain new sources of supply of petroleum products; competition from other midstream energy companies; our ability to comply with the covenants contained in our credit agreements, continuing covenant agreement, and the indentures governing our notes, including requirements under our credit agreements and continuing covenant agreement to maintain certain financial ratios; our ability to renew or replace expiring storage, transportation and related contracts; the overall forward markets for crude oil, natural gas and natural gas liquids; the possibility that the construction or acquisition of new assets may not result in the corresponding anticipated revenue increases; any future impairment of goodwill resulting from the loss of customers or business; changes in currency exchange rates; weather and

  • ther natural phenomena, including climate conditions; a cyber attack involving our information systems and related infrastructure, or that of our business associates; 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; costs of, or changes in, laws and regulations and our failure to comply with new or existing laws or regulations, particularly with regard to taxes, safety and protection of the environment; the possibility that our hedging activities may result in losses or may have a negative impact on our financial results; general economic, market and business conditions; as well as other risk factors discussed from time to time in our 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 press release, 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. We use our 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 website at ir.semgroupcorp.com. We are present on Twitter and LinkedIn: SemGroup Twitter and LinkedIn

Forward-Looking Information

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Unique platform in liquids-rich Montney and Duvernay

CANADA(1)

  • 1,700 miles crude pipelines
  • 8.8 million barrels crude oil storage capacity
  • 230 crude oil trucks/trailers
  • 1,000 miles gas gathering pipelines
  • 4 gas processing plants (600 mmcf/d total)
  • 680,000 dedicated gas gathering acres from

key producers

MID-CONTINENT

  • 330 acres on Houston Ship Channel
  • 18.2 million barrels product storage
  • Connectivity to Gulf Coast refining complex
  • Pipeline connectivity to all major basins
  • Deepwater marine access
  • Rail and truck loading and unloading
  • Maurepas Pipeline serving refineries

Strategic position in North America’s largest energy complex

GULF COAST t

DJ Basin, STACK, Cushing and Northeast OK

Diversified Operations in Strong Markets

1) Pro forma with SemCAMS Midstream JV and Meritage Midstream acquisition, announced on January 10, 2019 2) Includes growth projects under construction

  • 5 natural gas processing plants
  • ~700 miles natural gas gathering pipelines
  • ~60 miles of liquids pipelines
  • 200 mmcf/d Wapiti Gas Plant under construction
  • 60 mmcf/d Smoke Lake Plant under construction
  • 200 mmcf/d Meritage Patterson Creek Plant Phase III under construction
  • 1.3 bcf/d total operating capacity(2) with significant sulphur recovery
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5

98%

Why Invest in SemGroup?

Stable Business

Reliable Business Model Provides Highly Predictable Cash Flows

Fee Based

60%

Secure Cash Flows Take-or-Pay

70%

Investment Grade Customers

  • f revenue

Note: As of September 30, 2018 and does not include pro forma data for SemCAMS Midstream JV and Meritage Midstream acquisition announced on January 10, 2019. Approximated percentages, see appendix for additional detail and non-GAAP financial data

Dividend Coverage

1.4x

Adjusted EBITDA CAGR 2016 - 2018e

18%

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Execution as Promised:

  • 2018

▪ Executed preferred equity raise ▪ Completed sale of SemMaterials Mexico and SemLogistics ▪ Funded final HFOTCO payment ▪ Announced White Cliffs Pipeline NGL re-purposing ▪ Refinanced HFOTCO term loan, lowered interest rate and extended maturity ▪ Completed new ship dock and crude tanks at HFOTCO ▪ Completed sale of 49% minority interest in Maurepas Pipeline ▪ Progressing on Wapiti, Smoke Lake Plant, Pipestone Pipeline and Moore Road Pipeline construction projects ▪ Completed internal reorganization to better align resources, implement best practices and strengthen customer service and reliability, and focus on our core business areas

  • 2019

▪ Announced SemCAMS Midstream JV and acquisition of Meritage Midstream

Transforming Portfolio Executing Opportunities Delivering Shareholder Value

6

Driving Shareholder Value

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Ñ Secure Cash Flows Drive Quality Earnings

  • Nearly 60% of gross margin supported by take-or-pay contracts
  • 3Q Adjusted EBITDA $96.4 million
  • Declared quarterly dividend of $0.4725 per share, supported by strong dividend coverage of 1.4x

Ñ Balance Sheet Focus and Prudent CAPEX Spending

  • Closed Maurepas sale of 49% minority interest for $350 million in October 2018, resulting in over

$1 billion raised to date

  • Year-to-date capex spend: $292 million, updated full-year 2018 guidance to $360 million, up 3%

Ñ Project Execution and Asset Utilization in Key Regions

  • U.S. Projects - Crude & Liquids:

▪ Completed new ship dock #5 and 1.45 mmbbls crude storage tanks - online 3Q 2018 ▪ Moore Road Pipeline announced, expected completion 4Q 2019 ▪ Continue to successfully recontract HFOTCO terminal including high grading customers ▪ Optimizing White Cliffs Pipeline with NGL conversion, expected completion 4Q 2019 ▪ Continue to progress Cushing terminal recontracting

  • Canadian Projects:

▪ Pipestone Pipeline announced, expected completion 4Q 2019 ▪ Received regulatory approvals for Pipestone Plant ▪ Wapiti Plant expected completion early 2019 and Smoke Lake Plant expected completion 4Q 2019

Continued Execution of Strategic Transformation

Focused on Strengthening Balance Sheet and Completing High-Return Projects

Note: As of September 30, 2018 and non-GAAP financial data reconciliations are also included in the appendix to this presentation

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Canada

SemCAMS MidStream

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SemCAMS Midstream Primed for Optimization

9

1) Includes growth projects under construction

Ñ ~900 mmcf/d operational capacity Ñ 460 mmcf/d under construction

Growth Projects Under Construction Pro Forma Gathering & Processing Assets

1.3

Bcf/d

Total Operating Capacity(1)

Potential Growth Projects

Operational Pipeline Capacity

Ñ ~700 miles of natural gas pipelines Ñ ~60 miles of liquids pipelines Ñ Wapiti Plant - 200 mmcf/d (1Q 2019) Ñ Meritage Patterson Creek Plant Phase III - 200 mmcf/d (3Q 2019) Ñ Smoke Lake Plant - 60 mmcf/d (4Q 2019) Ñ Pipestone Pipeline (4Q 2019) Ñ Montney-to-Market NGL Pipeline (current open season) Ñ Meritage Patterson Creek Plant Phase IV Processing Ñ Pipestone Plant (regulatory permit received)

Contiguous Assets Strategically Positioned

Operational Processing Capacity

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SemCAMS Midstream Transaction Details

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JV Transaction Overview

Ñ SemGroup and KKR to form Canadian joint venture, SemCAMS Midstream ULC Ñ SemGroup to have controlling interest and operatorship Ñ SemGroup to contribute SemCAMS shares/assets valued at C$1.15 billion (US$860 million) for:

Ÿ 51% of JV Ÿ C$615 million (US$460 million) of cash proceeds

Ñ KKR to contribute C$515 million (US$385 million) in cash for 49% of JV Ñ JV capital structure enhanced by:

Ÿ Issuance of C$300 million (US$224 million) in perpetual preferred shares to KKR Ÿ C$800 million (US$598 million) underwritten bank credit facility

Acquisition of Meritage

Ñ SemCAMS Midstream to acquire Meritage Midstream ULC for C$500 million (US$374 million) p plus an estimated capex reimbursement of C$100 million (US$75 million) through 2018 Ñ Meritage assets strategically located within the liquids-rich Montney play Ñ Total natural gas processing capacity of 195 mmcf/d, growing to ~400 mmcf/d by 3Q 2019 Ñ Transaction accelerates SemGroup’s Canadian strategy Ñ Enhances SemCAMS footprint and broadens midstream service offerings

Closing

Ñ Expected close 1Q 2019, subject to customary regulatory approvals and closing conditions

Note: Presentation assumes CAD / USD exchange rate of 0.7477

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SemCAMS Midstream Illustrative Capital Structure

$ in millions

Note: Represents illustrative capital structure at close

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Contribution of SemCAMS shares and assets valued at C$1.15b and receipt of cash proceeds C$615mm

SemGroup and KKR Create SemCAMS Midstream ULC and Acquire Meritage Midstream ULC and its Midstream Infrastructure Assets

SemCAMS Midstream Transactions Overview

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Contribution of C$515mm in cash and C$300mm for preferred shares C$500mm

+

Estimated capex reimbursement C$100mm through 2018

ACQUIRES Ownership

49%

Ownership

51%

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SemCAMS Midstream Strategic Rationale

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Growth Platform

Expansive Canadian footprint with advantaged assets and stacked resource potential in prolific Montney play

Portfolio Strength

SemCAMS and Meritage combined portfolios diversify customer base, broaden service offerings and expand processing capacity

Optimization

Contiguous asset mix creates opportunities for system optimization and operational synergies

Deleverages SemGroup

Transactions strengthen SemGroup capital position

Industry Leading Partner

KKR partnership provides strategic and financial benefits, enabling future growth

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14 14

Ñ Assets located in prolific liquids-rich Montney play

  • Situated in the Gold Creek and Karr regions
  • Basin is top quartile with highly competitive well economics
  • Producer IRR’s ~30% - 50% on C$50 Ed Par oil / C$2 AECO
  • Significant stacked resource potential

Acreage Dedication & MVCs provide cash flow stability

  • 400,000 acres dedicated
  • MVCs constitute ~31% of 2018E revenue

Ñ Existing 195 mmcf/d processing capacity to double

  • Phase III Expansion under construction

(estimated completion 3Q 2019)

  • Expansion adds 200 mmcf/d capacity

Ñ Producer development plans expected to support future

growth of Meritage System

Ñ Service offerings continue to expand as producers

accelerate development

  • Emulsion handling / central delivery batteries business rapidly

growing in Western Canada

Ñ Largest producers are private equity sponsored E&P’s

highly incentivized to continue delineation of acreage and enhance value

Meritage Midstream Overview Meritage Portfolio Footprint Meritage Assets Overview

Gas Processing Capacity Existing: 195 mmcf/d Under Construction: 200 mmcf/d ~3Q 2019 Miles of Pipelines 101 miles of gas gathering pipelines; 38 miles

  • f oil gathering pipelines; 18 miles of emulsion

and gas lift pipelines Interconnects Residue Gas: TCPL and Alliance Raw Gas: CNRL Oil: Pembina Peace Pipeline

Meritage Midstream Assets at a Glance

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Growth Project Status / Completion Size Cost

(US$ in millions)

EBITDA Multiple

Wapiti Plant(1) Under Construction 1Q 2019 200 mmcf/d ~$225-250 6x Patterson Creek Plant Phase III Under Construction 3Q 2019 200 mmcf/d ~$206(2) ~5-8x Smoke Lake Plant Under Construction 4Q 2019 60 mmcf/d ~$50 6x Pipestone Pipeline Under Construction 4Q 2019 TBD ~$40 ~7x

Potential Growth Projects

Montney-to-Market (M2M) Current Open Season ~4Q 2020 100,000 bbl/d TBD TBD Pipestone Plant Regulatory Permit Received 280 mmcf/d TBD TBD Patterson Creek Plant Phase IV TBD TBD TBD TBD

Canadian Growth Projects Overview

1) Wapiti Plant is 95 percent contracted, announced on December 13, 2018 2) Total project cost, includes US$75 million of 2018 capex reimbursement and US$131 million to complete Phase III expansion in 2019

(US$ in millions)

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U.S. Natural Gas

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Areas of Operation

Ñ Located in liquids rich oil plays Ñ Four processing facilities ~600 mmcf/d of current capacity

  • ~1,000 miles of gathering pipelines

Ñ STACK Canton Pipeline - delivers STACK volumes to Rose Valley plant

U.S. Natural Gas Business

Northern OK Avg Processing Volumes(1) (mmcf/d)

1) U.S. gas volumes include total processed volumes - Oklahoma and Texas plants

1Q 2Q 3Q 4Q 1Q 2Q 3Q 287 277 265 252 305 367 395 2017 2018

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U.S. Crude & Liquids

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DJ Basin

Ñ White Cliffs Pipeline - 51% ownership

  • DJ Basin to Cushing, OK
  • Two 527-mile, 12-inch pipelines
  • 215,000 bpd current capacity
  • Currently ships two crude types

▪ DJ Basin crude/condensate ▪ Kansas common

  • May 2018, announced repurposing one of the

pipelines to NGL service(1)

Ñ Wattenberg Oil Trunkline

  • 75-mile, 12-inch pipeline and storage in DJ Basin
  • Transports Noble Energy production to White Cliffs
  • 360,000 barrels of storage capacity
  • 4-bay truck unloading facility at Briggsdale, CO

Ñ Platteville Truck Unloading Facility

  • 30-lane truck unloading facility
  • Origin of White Cliffs Pipeline
  • 350,000 barrels of storage capacity

Crude Business Overview

1) See slide 22 for additional project detail

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Ñ Cushing Storage

  • 7.6 million barrels of storage
  • Connectivity to all major inbound/outbound pipelines

Ñ Kansas/Oklahoma System

  • 450-mile gathering and transportation pipeline system
  • Connects to third-party pipelines, Kansas and

Oklahoma refineries and Cushing terminal

  • 560,000 barrels of storage capacity

Ñ Isabel Pipeline

  • 48 mile, 8-inch crude oil pipeline from Isabel Junction,

KS to Alva, OK

Crude Business Overview

Oklahoma/Kansas Assets Field Services

Ñ Crude Oil Trucking Fleet

  • Fleet of ~230 crude oil transport trucks and trailers
  • Servicing the Bakken, DJ/Niobrara, Eagle Ford,

STACK, Granite Wash & Mississippi Lime

Crude Operational Summary 1Q17 2Q17 3Q17 4Q17 1Q18 2Q18 3Q18 Crude Transportation Transportation Volumes (mbbl/d)(1) 179 182 190 193 182 188 182 White Cliffs Pipeline Volumes (mbbl/d) 111 107 105 92 107 135 112 Crude Facilities Average Cushing Terminal Utilization 100% 94% 94% 100% 98% 97% 94%

1) Does not include Maurepas pipeline volumes

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DJ Basin NGL Take-Away Solution

Long-Term Contract with DCP Midstream

Project de-risks White Cliffs Pipeline & positions upside value

White Cliffs Pipeline NGL Conversion

Ñ

Diversify one 12” pipeline to NGL service

Ñ

Supported by 50,000 bpd, 10-year contract with DCP

Ñ

Transport NGLs from DJ Basin to Mt Belvieu

Ñ

Capacity of 90k bpd, expandable to 120k bpd

Ñ

SEMG capex spend of ~$30 to 33 million

Ñ < 4x EBITDA multiple, on contracted cash flows Ñ

Project Completion ~ 4Q 2019

21

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Ñ Provides crude transportation services for light, “neat” grades of crude from Cushing to the Gulf Coast Ñ Originates at SemGroup’s Cushing terminal and provides crude

  • il service to Gulf Coast markets by leveraging existing pipe on

DCP's Southern Hills pipeline Ñ Offers DJ Basin barrels transportation to the Gulf Coast Ñ Provides customers access to multiple sales & delivery points

  • n the Gulf Coast; i.e. Houston area refineries or to crude oil

storage and export facilities, such as SemGroup’s HFOTCO Terminal Ñ Open season announced - December 2018 Ñ Project Completion ~3Q 2020(1)

Proposed Gladiator Pipeline

Cushing to Gulf Coast Solution

DJ Basin to Cushing Gulf Coast

to

1) If sufficient commitments are obtained, subject to the receipt of all of the necessary approvals and permits the proposed Gladiator Pipeline may be

  • perational by the third quarter of 2020, following the potential construction of new NGL capacity by DCP
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Unique Position on the Houston Ship Channel

1) HFOTCO owns two pipelines 2) HFOTCO acquisition closed July 17, 2017

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Ñ Land

  • 330 acres of waterfront land on the Houston Ship Channel
  • 12 acres of undeveloped land at Moore Road

Junction, hub for multiple pipelines

Ñ Storage tanks

  • 155 tanks ranging in size from 10 to 400 mbbls
  • 18.2 mmbbls of storage capacity

Ñ Ship & Barge Docks

  • Five ship docks which can receive up to Suez-max vessels

with 45-foot draft

  • Seven barge docks (accommodating 23 barge

simultaneously)

Ñ Pipelines, Truck & Rail

  • Three crude oil pipelines to four refineries(1)
  • 72 rail spots
  • 14 trucks spots

HFOTCO Operational Summary 1Q17 2Q17 3Q17 4Q17 1Q18 2Q18 3Q18 Average Terminal Utilization(2) n/a n/a 98% 98% 97% 97% 96%

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HFOTCO: Strategic Gulf Coast Position Drives Growth

Ñ

1.45 million barrels of new crude storage

Ñ

Ship Dock #5

Ñ

Backstopped by investment-grade refiner, 10-year contract

Ñ

Strong connectivity to Gulf Coast refining complex

Ñ

Multi-modal inbound and outbound capabilities

Ñ

Project cost ~$185 million; ~$120 million funded by SemGroup

Ñ

7x EBITDA multiple

Ñ

Project Completed 3Q 2018

Houston Fuel Oil Terminal

Multiple future growth projects largely driven by exports

24

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Strong Connectivity to the Houston Refinery Complex

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Ñ Connects directly or indirectly to crude pipelines serving the Eagle Ford, Permian, Bakken, Midcontinent and Canada

*

*Under construction

*

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Ñ HFOTCO terminal currently services nearly 30 active customers Ñ Current storage demand exceeds available tankage Ñ Average customer tenure ~15 years, illustrating operational flexibility and customer service Ñ HFOTCO terminal currently consists of 18.2 million barrels of storage Ñ Strategically located asset on the Houston Ship Channel with connectivity to the largest U.S. energy hub

Nearly 90% of revenues generated by take-or-pay contracts

HFOTCO Terminal and Customers

18.2 million barrels of capacity (1)

1) Based on LTM September 30, 2018 throughput

Diversification Focus

Ñ Nearly 2 million barrels of heated storage has been converted to crude oil since 2014 Ñ Excluding crude, approximately 50%(1) of product throughput derived from non-fuel oil products, such as VGO, asphalt, carbon black and clean products

Customer Base

Crude 38% Residual Fuel 31% Other Products 31%

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HFOTCO, Moore Road Pipeline Connectivity Project

Improves our access to various long-haul, inbound delivery systems while adding outbound pipeline connectivity Moore Road Pipeline

Ñ

Construct 36 inch, 6.4 mile pipeline

Ñ

Project Cost $65 million

Ñ ~4-8x EBITDA multiple(1) Ñ

Project Completion ~ 4Q 2019

1) Moore Road Pipeline multiple range reflects anticipated benefit across HFOTCO system

Essential part of the HFOTCO Strategy, Enhances Connectivity

Moore Road Pipeline

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1) Call price based on predetermined fixed return on Alinda’s investment, including capital contributions

Maurepas Pipeline

Ñ Maurepas Pipeline

  • 24-inch, 35 mile crude oil pipeline connected to LOCAP at St.

James and terminating at Norco refinery

  • 12-inch, 35 1/2 mile intermediates pipeline between Convent and

Norco refineries

  • 6-inch, 35 1/2 mile intermediates pipeline between Norco and

Convent refineries

Ñ Recent Announcements

  • Sold 49% interest in Maurepas for $350 million to Alinda Capital
  • Transaction structured as sale of Class B interests, values

Maurepas at ~13x

  • SEMG has 5 year call-option to acquire Alinda’s interest(1)

U.S. Gulf Coast

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Appendix

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70% of SemGroup's pro forma revenue is derived from investment grade counterparties 98% of total LTM gross margin from fee-based cash flows Investment Grade Non-Investment Grade

70% 30%

Company Strengths

1) LTM September 30, 2018 2) Counterparty ratings LTM September 30, 2018; excludes divested assets, SemLogistics and SemMaterials Mexico

Counterparty Strength(2) Stable Cash Flows

SemGroup derives a significant portion of cash flows from fixed-fee, contracted arrangements from credit-worthy counterparties

Take-or-Pay Fixed Fee POP/Marketing

2014 2015 2016 2017 2018 23% 30% 38% 49% 57% 64% 59% 51% 46% 41% 13% 11% 11%

5% 2%

(1)

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Non-GAAP Adjusted EBITDA Calculation

(in thousands, unaudited) 2018 2017 Reconciliation of net income to Adjusted EBITDA: Q1 Q2 Q3 YTD Q1 Q2 Q3 Q4 FY2017 Net income (loss) $ (33,035) $ (2,726) $ 8,461 $ (27,300) $ (10,277) $ 9,611 $ (19,103) $ 2,619 $ (17,150) Add: Interest expense 42,461 35,904 35,318 113,683 13,867 13,477 32,711 42,954 103,009 Add: Income tax expense (benefit) 23,083 (3,613) (2,697) 16,773 95 3,625 (37,249) 31,141 (2,388) Add: Depreciation and amortization expense 50,536 51,755 53,598 155,889 24,599 25,602 50,135 58,085 158,421 EBITDA 83,045 81,320 94,680 259,045 28,284 52,315 26,494 134,799 241,892 Selected Non-Cash Items and Other Items Impacting Comparability 10,326 17,690 1,771 29,787 32,383 13,095 64,239 (23,306) 86,411 Adjusted EBITDA $ 93,371 $ 99,010 $ 96,451 $ 288,832 $ 60,667 $ 65,410 $ 90,733 $ 111,493 $ 328,303 Selected Non-Cash Items and Other Items Impacting Comparability Loss (gain) on disposal or impairment, net $ (3,566) $ 1,824 $ (383) $ (2,125) $ 2,410 $ (234) $ 41,625 $ (30,468) $ 13,333 Foreign currency transaction loss (gain) 3,294 2,314 (983) 4,625 — (1,011) (747) (2,951) (4,709) Adjustments to reflect equity earnings on an EBITDA basis 4,883 4,886 4,926 14,695 6,709 6,692 6,678 6,811 26,890 M&A transaction related costs 1,156 648 290 2,094 — 5,453 14,886 1,649 21,988 Pension plan curtailment loss (gain) — — — — — — (3,097) 89 (3,008) Employee severance and relocation expense 137 211 43 391 558 312 104 720 1,694 Unrealized loss (gain) on derivative activities 2,226 4,409 (4,860) 1,775 27 (928) 1,833 (892) 40 Non-cash equity compensation 2,196 3,398 2,738 8,332 2,757 2,803 2,957 1,736 10,253 Loss on early extinguishment of debt — — — — 19,922 8 — — 19,930 Selected Non-Cash items and Other Items Impacting Comparability $ 10,326 $ 17,690 $ 1,771 $ 29,787 $ 32,383 $ 13,095 $ 64,239 $ (23,306) $ 86,411

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Non-GAAP Adjusted EBITDA Calculation

(in thousands, unaudited)

FY2016 Reconciliation of net income to Adjusted EBITDA: Net income $ 13,262 Add: Interest expense 62,650 Add: Income tax expense 11,268 Add: Depreciation and amortization expense 98,804 EBITDA 185,984 Selected Non-Cash Items and Other Items Impacting Comparability 96,811 Adjusted EBITDA $ 282,795 Selected Non-Cash Items and Other Items Impacting Comparability Loss on disposal or impairment, net $ 16,048 Loss from discontinued operations, net of income taxes 1 Foreign currency transaction loss (gain) 4,759 Adjustments to reflect equity earnings on an EBITDA basis 28,757 Remove loss (gain) on sale or impairment of NGL units 30,644 M&A transaction related costs 3,269 Inventory valuation adjustments including equity method investees — Employee severance and relocation expense 2,128 Unrealized loss (gain) on derivative activities 989 Change in fair value of warrants — Bankruptcy related expenses — Charitable contributions — Legal settlement expense — Recovery of receivables written off at emergence — Non-cash equity compensation 10,216 Selected Non-Cash items and Other Items Impacting Comparability $ 96,811

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Cash Available for Dividends

(in thousands, unaudited) 2018 2017 Q1 Q2 Q3 YTD Q1 Q2 Q3 Q4 FY2017 Adjusted EBITDA $ 93,371 $ 99,010 $ 96,451 $ 288,832 $ 60,667 $ 65,410 $ 90,733 $ 111,493 $ 328,303 Less: Cash interest expense 32,530 34,870 36,377 103,777 17,976 18,396 29,621 35,203 101,196 Less: Maintenance capital 7,729 11,550 8,635 27,914 8,272 11,850 12,693 9,597 42,412 Less: Cash paid for income taxes 1,800 12,900 600 15,300 1,155 1,721 196 4,088 7,160 Selected items impacting comparability: Add back: Mexico disposal cash taxes — 10,955 — 10,955 — — — — — Cash available for dividends $ 51,312 $ 50,645 $ 50,839 $ 152,796 $ 33,264 $ 33,443 $ 48,223 $ 62,605 $ 177,535 Dividends declared $ 37,004 $ 37,022 $ 37,022 $ 111,048 $ 29,584 $ 35,171 $ 35,184 $ 36,961 $ 136,900 Dividend coverage ratio 1.4x 1.4x 1.4x 1.4x 1.1x 1.0x 1.4x 1.7x 1.3x