SemGroup responds to Sandell Asset Management Corporation

SemGroup^® Corporation has issued the following statement in response to an open letter issued by Sandell Asset Management Corporation:

The SemGroup Board of Directors and management team remain open to constructive input from, and seek to maintain an open dialogue with, all SemGroup stockholders. SemGroup regularly engages with its stockholders, including Sandell, and welcomes investor feedback. SemGroup is committed to acting in the best interests of all stockholders and has a demonstrated record of taking decisive actions to drive stockholder value creation.The SemGroup Board and management team continually review the company' s strategic priorities and opportunities, including the company's portfolio, business strategy and other potential avenues to create additional shareholder value. To that end, SemGroup remains on track with its planned drop down strategy, including dropping the remainder of its crude oil assets into its MLP, Rose Rock Midstream, during the first quarter of 2015. As previously discussed, SemGroup also intends to drop down its US gas assets in the near future.

Furthermore, since Carlin Conner joined SemGroup as Chief Executive in April 2014, the company has significantly increased its quarterly dividend and made substantial progress in achieving regional and segment diversification. Additional accomplishments since April 2014 include:

• Completed of the doubling of capacity on the White Cliffs Pipeline from the Denver-Julesburg Basin to SemGroup's terminal in Cushing, Oklahoma.
• Acquired Chesapeake Energy's field services business in several key producing basins.
• Expanded SemGroup's US gas processing position in the Mississippi Lime play of Northern Oklahoma and accelerated the implementation of a new 200 million ft³/d plant by nine months to mid-2015.
• Increased the quarterly cash distribution at Rose Rock Midstream.

The SemGroup Board is mindful of its obligations to stockholders and will carefully consider the recent letter from Sandell. However, the Board does not intend to pursue actions that do not create additional value for its stockholders or would be harmful to the business. Consistent with the Board's historical approach, the Board will continue to assess its strategy and consider opportunities for additional or greater shareholder value creation. Wachtell, Lipton, Rosen & Katz is serving as legal counsel to SemGroup.

Adapted from press release by Rosalie Starling

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