Rose Rock Midstream, L.P. (NYSE:RRMS) agreed to acquire a 33.3% interest in SemCrude Pipeline, L.L.C. from SemGroup Corporation (NYSE:SEMG) for approximately $270 million on January 8, 2013. Following the acquisition, Rose Rock Midstream will effectively own 17% of White Cliffs Pipeline. The aggregate consideration for the interest consisted of cash of approximately $189.5 million, the issuance of 1.5 million common units of Rose Rock Midstream, the issuance of 1.25 million Class A units of Rose Rock Midstream and an increase of the capital account of the general partner of the Rose Rock Midstream by $2.8 million, to allow it to maintain its 2% general partner interest in Rose Rock Midstream and the issuance of 96,939 notional general partner units to the general partner. The class A units are convertible into common units on a one-for-one basis once the White Cliffs Pipeline achieves an average monthly volume of 125,000 barrels per day. The acquisition will be financed with approximately $130.3 million of cash borrowings under Rose Rock Midstream's revolving credit facility and $59.3 million of equity from the private placement of common units.

The transaction is subject to approval from government authority. The terms of the acquisition were approved by the conflicts committee of the Board of Directors of Rose Rock Midstream's general partner. The acquisition is expected to close by January 14, 2013 and will be immediately accretive to distributable cash flow on a per unit basis and to the partnership's common unit holders. Tim Carlson, Rob Pacha, Guillermo Sierra, Amit Bushan and Will Fitzgerald of Evercore Partners acted as financial advisor and Christine B. LaFollette, John Goodgame, Andy Lehman, and Thomas Weir of Akin Gump Strauss Hauer & Feld, LLP acted as legal advisors for conflicts committee of Board of Directors of Rose Rock Midstream. Lou Talarico of LCT Capital, LLC and Drew Horn and Sam Pitts of Citi acted as financial advisors for SemGroup. J. Ryan Sacra and Ed Highberger of Conner & Winters, LLP acted as legal advisor for SemGroup Corporation. Thomas Ford, Angela Richards, Bill Cooper, Michael O'Leary, Courtney Butler, and Brooks Antweil of Andrews Kurth LLP acted as legal advisors for Rose Rock.