Kirkland & Ellis represented an affiliate of Warburg Pincus in its agreement with SemGroup® Corporation (NYSE:SEMG) for the private placement of $350 million of newly authorized 7% Series A Convertible Preferred Shares. The Preferred Shares are convertible into SemGroup common stock based on a conversion price of $33.00 per share after 18 months, at the purchasers’ option, and after three years at SemGroup’s option, subject to certain conditions. The Preferred Shares will pay quarterly dividends which, at SemGroup’s option, may be paid in additional Preferred Shares in respect of any fiscal quarter ending on or prior to June 30, 2020. The transaction is expected to close by the end of January 2018, and is subject to certain closing conditions. The full release is available here.
The Kirkland team was led by corporate partners Adam Larson and Jhett Nelson and associates Leon Johnson, Fernanda Langa and Chi Ewusi; capital markets partner Justin Hoffman and associate Bryan Flannery; and tax partner Mark Dundon.