**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

**Form 10-K/A**

**(Amendment No. 2)**

 

**(Mark One)**

 

**x****     ****ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

** **

**For the fiscal year ended December 31, 2011**

** **

**or**

 

**o****      ****TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

 

**For the transition period from            to           **

 

**Commission file number 1-34736**

 

**SEMGROUP CORPORATION**

(Exact name of registrant as specified in its charter)

 

| **Delaware**   (State or other jurisdiction of   incorporation or organization) | ** ** | **20-3533152**   (I.R.S. Employer   Identification No.) |
|---------------------------------------------------------------------------------|------------|---------------------------------------------------------|

 

**Two Warren Place**

**6120 S. Yale Avenue, Suite 700**

**Tulsa, OK  74136-4216**

**(918) 524-8100**

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

Securities registered pursuant to Section 12(b) of the Act:

 

| **Title of Each Class**               | ** ** | **Name of Each Exchange on Which Registered** |
|------------------------------------------------------|------------|-----------------------------------------------------------------------------|
| Class A Common Stock, par value $0.01 per share |       | New York Stock Exchange                                                     |
| Common Share Purchase Rights                         |       | New York Stock Exchange                                                     |
| Warrants to Purchase Common Stock                    |       | New York Stock Exchange                                                     |

 

Securities registered pursuant to Section 12(g) of the Act: **None**

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes x No o

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes o No x

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes x No o

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes x No o

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  x

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

| Large Accelerated Filer x      |   | Accelerated Filer o              |
|-----------------------------------------------|--------|--------------------------------------------|
|                                          |   |                                       |
| Non-Accelerated Filer o             |   | Smaller Reporting Company o |
| (Do not check if a smaller reporting company) |   |                                       |

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes o No x

 

The aggregate market value of the registrant’s Class A and Class B common stock held by non-affiliates at June 30, 2011, was $1,059,026,939, based on the closing price of the Class A common stock on the New York Stock Exchange on June 30, 2011.

 

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.  Yes x No o

 

At January 31, 2012, there were 41,798,893 shares of Class A Common Stock and 162,361 shares of Class B Common Stock outstanding.

 

**DOCUMENTS INCORPORATED BY REFERENCE**

 

Portions of the registrant’s Proxy Statement filed pursuant to Regulation 14A of the Securities Exchange Act of 1934, in connection with the registrant’s Annual Stockholders’ Meeting held on May 23, 2012, are incorporated by reference into Part III of this Form 10-K.

 

 

 

----

 

**Explanatory Note**

 

This Amendment No. 2 (“Amendment No. 2”) to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2011, filed with the Securities and Exchange Commission (the “SEC”) on February 29, 2012 (the “Form 10-K”), is being filed for the purpose of providing separate financial statements of NGL Energy Partners LP and NGL Supply, Inc. (collectively, “NGL Energy”) in accordance with Rule 3-09 of Regulation S-X.  As indicated in the Form 10-K, NGL Energy is an equity method investee in which the Registrant owns 8.93 million common units (32.2% of the common units outstanding at December 31, 2011) and a 7.5% interest in the general partner of NGL Energy.  NGL Energy’s fiscal year ends on March 31 of each year, and as such, NGL Energy’s financial statements for the fiscal year ended March 31, 2012 were not available until after the date the Form 10-K was filed and, accordingly, the Registrant is filing the required NGL Energy financial statements with this Amendment No. 2.  NGL Energy is solely responsible for the form and content of the NGL Energy financial statements provided herewith.

 

As required by the rules of the SEC, this Amendment No. 2 sets forth an amended “Item 15. Exhibits and Financial Statement Schedules” in its entirety and includes the new certifications from the Registrant’s chief executive officer and chief financial officer.

 

Except as expressly noted herein, this Amendment No. 2 speaks as of the original filing date of the Form 10-K, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the Form 10-K.

 

2

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**Item 15.*Exhibits and Financial Statement Schedules***

 

(a)                                 (1)***                                *****Financial Statements.** The consolidated financial statements of the Registrant included in the Form 10-K filed with the SEC on February 29, 2012, as listed on page F-1 thereof, which follows the signature page thereto.

 

(2)                                 **Financial Statement Schedules.** All financial statement schedules are omitted as inapplicable or because the required information is contained in the financial statements or the notes thereto.

 

The financial statements of White Cliffs Pipeline, L.L.C., one of our equity method investees, are included in this filing as Exhibit 99.1 pursuant to Rule 3-09 of Regulation S-X.

 

The financial statements of NGL Energy Partners LP and NGL Supply, Inc., one of our equity method investees, are included in this filing as Exhibit 99.2 pursuant to Rule 3-09 of Regulation S-X.

 

(3)                                 **Exhibits****.** The following documents are included as exhibits to this Amendment No. 2. Those exhibits below incorporated by reference herein are indicated as such by the information supplied in the parenthetical thereafter. If no parenthetical appears after an exhibit, such exhibit is filed with this Amendment No. 2 or, except as otherwise noted, was filed with the Form 10-K of the Registrant filed on February 29, 2012.

 
| **Exhibit** | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|-------------|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| **Number**  | ** ** | **Description**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|        |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 2.1         |       | Fourth   Amended Joint Plan of Affiliated Debtors filed with the United States   Bankruptcy Court for the District of Delaware on October 27, 2009 (filed   as Exhibit 2.1 to our registration statement on Form 10, File   No. 001-34736 (the “Form 10”)).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|        |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 2.2         |       | Contribution   Agreement dated August 31, 2011, among SemStream, L.P., a wholly-owned   subsidiary of SemGroup Corporation, NGL Supply Terminal Company LLC, NGL   Energy Partners LP and NGL Energy Holdings LLC (filed as Exhibit 2.1 to   our current report on Form 8-K dated November 1, 2011, filed   November 4, 2011).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|        |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 2.3         |       | Second   Amended and Restated Limited Liability Company Agreement of NGL Energy   Holdings LLC (filed as Exhibit 2.2 to our current report on   Form 8-K dated November 1, 2011, filed November 4, 2011).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|        |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 2.4         |       | First   Amended and Restated Registration Rights Agreement dated October 3,   2011, among NGL Energy Partners LP, Hicks Oil &   Hicksgas, Incorporated, NGL Holdings, Inc., Krim2010,   LLC, Infrastructure Capital Management, LLC, Atkinson Investors, LLC,   Stanley A. Bugh, Robert R. Foster, Brian K. Pauling, Stanley D. Perry,   Stephen D. Tuttle, Craig S. Jones, Daniel Post, Mark McGinty, Sharra   Straight, David Eastin, AO Energy, Inc., E. Osterman, Inc., E.   Osterman Gas Service, Inc., E. Osterman Propane, Inc., Milford   Propane, Inc., Osterman Propane, Inc., Propane Gas, Inc., and   Saveway Propane Gas Service, Inc. (filed as Exhibit 2.3 to our   current report on Form 8-K dated November 1, 2011, filed November 4,   2011). |
|        |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 2.5         |       | Amendment   No. 1 and Joinder to First Amended and Restated Registration Rights   Agreement dated November 1, 2011, between NGL Energy Holdings LLC and   SemStream, L.P. (filed as Exhibit 2.4 to our current report on   Form 8-K dated November 1, 2011, filed November 4, 2011).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|        |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 3.1         |       | Amended   and Restated Certificate of Incorporation, dated as of November 30,   2009, of SemGroup Corporation (filed as Exhibit 3.1 to the   Form 10).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|        |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 3.2         |       | Amended   and Restated Bylaws, dated as of October 28, 2011, of SemGroup   Corporation (filed as Exhibit 3.1 to our current report on Form 8-K   dated October 28, 2011, filed October 28, 2011).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |

 

3

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| 4.1     |   | Form of   stock certificate for our Class A Common Stock, par value $0.01 per   share (filed as Exhibit 4.1 to the Form 10).                                                                                                                                                                                                                                            |
|---------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|    |   |                                                                                                                                                                                                                                                                                                                                                                                        |
| 4.2     |   | Form of   stock certificate for our Class B Common Stock, par value $0.01 per   share (filed as Exhibit 4.2 to the Form 10).                                                                                                                                                                                                                                            |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                        |
| 4.3     |   | Warrant   Agreement dated as of November 30, 2009, by and between SemGroup   Corporation and Mellon Investor Services, LLC (filed as Exhibit 4.3 to   the Form 10).                                                                                                                                                                                                          |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                        |
| 4.4     |   | Form of   warrant certificate (filed as Exhibit 4.4 to the Form 10).                                                                                                                                                                                                                                                                                                         |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                        |
| 4.5     |   | Rights   Agreement, dated as of October 28, 2011, between SemGroup Corporation   and Mellon Investor Services LLC (filed as Exhibit 4.1 to our current   report on Form 8-K dated October 28, 2011, filed October 28,   2011).                                                                                                                                     |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.1    |   | Credit   Agreement (the “Credit Facility”) dated as of June 17, 2011, among   SemGroup Corporation, as borrower, the lenders parties thereto from time to   time, and The Royal Bank of Scotland PLC, as Administrative Agent and   Collateral Agent (filed as Exhibit 10 to our current report on   Form 8-K dated June 17, 2011, filed June 21, 2011). |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.2    |   | Second   Amendment to the Credit Facility, dated as of September 19, 2011 (filed   as Exhibit 10 to our current report on Form 8-K, dated   September 19, 2011, filed September 23, 2011).                                                                                                                                                                         |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.3+   |   | SemGroup   Corporation Board of Directors Compensation Plan (filed as Exhibit 10.6   to the Form 10).                                                                                                                                                                                                                                                                             |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.4+   |   | SemGroup   Corporation Nonexecutive Directors’ Compensation Deferral Program (filed as   Exhibit 10.7 to the Form 10).                                                                                                                                                                                                                                                       |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.5+   |   | SemGroup   Corporation Equity Incentive Plan (filed as Exhibit 10.8 to the   Form 10).                                                                                                                                                                                                                                                                                            |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.6+   |   | SemGroup   Corporation Equity Incentive Plan Form of Restricted Stock Award   Agreement for Directors (filed as Exhibit 10.9 to the Form 10).                                                                                                                                                                                                                                |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.7+   |   | Amendment   No. 1 to SemGroup Corporation Equity Incentive Plan Form of   Restricted Stock Award Agreement for Directors (filed as Exhibit 10.15   to the Form 10).                                                                                                                                                                                                     |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.8+   |   | SemGroup   Corporation Equity Incentive Plan Form of Restricted Stock Award   Agreement for executive officers and employees in the United States (filed as   Exhibit 10.10 to the Form 10).                                                                                                                                                                                 |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.9+   |   | Amendment   No. 1 to SemGroup Corporation Equity Incentive Plan Form of   Restricted Stock Award Agreement for executive officers and employees in the   United States (filed as Exhibit 10.16 to the Form 10).                                                                                                                                                         |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.10+* |   | Amendment   No. 2 to SemGroup Corporation Equity Incentive Plan Form of   Restricted Stock Award Agreement for executive officers and employees in the   United States.                                                                                                                                                                                                           |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.11+  |   | Employment   Agreement dated as of November 30, 2009, by and among SemManagement,   L.L.C., SemGroup Corporation and Norman J. Szydlowski (filed as   Exhibit 10.11 to the Form 10).                                                                                                                                                                                         |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.12+  |   | Letter   Amendment dated March 18, 2010, by and among SemManagement, L.L.C.,   SemGroup Corporation and Norman J. Szydlowski, amending the Employment   Agreement dated as of November 30, 2009 (filed as Exhibit 10.12 to   the Form 10).                                                                                                                              |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.13+  |   | Form of   Severance Agreement between SemGroup Corporation and each of its executive   officers other than Norman J. Szydlowski and David B. Gorte (filed as   Exhibit 10.13 to the Form 10).                                                                                                                                                                                |

 

4

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| 10.14+* |   | Form of   Amendment to Severance Agreement between SemGroup Corporation and certain of   its executive officers.                                                                                                                                                                                                                                                                                   |
|---------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.15+  |   | SemGroup   Corporation Equity Incentive Plan Form of Retention Award Agreement for   certain executive officers (filed as Exhibit 10.14 to the Form 10).                                                                                                                                                                                                                                 |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.16+  |   | SemGroup   Corporation Equity Incentive Plan Form of Restricted Stock Award   Agreement for Directors for awards granted on or after August 31, 2010   (filed as Exhibit 10.17 to the Form 10).                                                                                                                                                                                     |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.17+  |   | SemGroup   Corporation Equity Incentive Plan Form of Restricted Stock Award   Agreement for executive officers and employees in the United States for   awards granted on or after August 31, 2010 (filed as Exhibit 10.18   to the Form 10).                                                                                                                                       |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.18+  |   | Form of   2011 Performance Share Unit Award Agreement under the SemGroup Corporation   Equity Incentive Plan for executive officers (filed as Exhibit 10.1 to   our current report on Form 8-K dated January 24, 2011, filed   January 24, 2011).                                                                                                                              |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.19+  |   | Form of   Restricted Stock Award Agreement under the SemGroup Corporation Equity   Incentive Plan for executive officers and employees in the United States   during 2011 (filed as Exhibit 10.2 to our current report on   Form 8-K dated January 24, 2011, filed January 24, 2011).                                                                                          |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.20+* |   | Form of   2012 Performance Share Unit Award Agreement under the SemGroup Corporation   Equity Incentive Plan for executive officers.                                                                                                                                                                                                                                                               |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.21+* |   | Form of   Restricted Stock Award Agreement under the SemGroup Corporation Equity   Incentive Plan for executive officers and employees in the United States for   awards granted on or after January 1, 2012.                                                                                                                                                                                 |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.22+  |   | SemGroup   Corporation Short-Term Incentive Program (filed as Exhibit 10.1 to our   current report on Form 8-K dated February 24, 2011, filed   March 2, 2011).                                                                                                                                                                                                                     |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.23+* |   | Consulting   Services Agreement, effective as of February 2, 2012, by and between   SemGroup Corporation and David B. Gorte.                                                                                                                                                                                                                                                                       |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.24   |   | Credit   Agreement dated November 10, 2011, among Rose Rock Midstream, L.P., as   borrower, The Royal Bank of Scotland PLC, as administrative agent and   collateral agent, the other agents party thereto and the lenders and issuing   banks party thereto (filed as Exhibit 10.1 to Rose Rock Midstream,   L.P.’s registration statement on Form S-1, File No. 333-176260). |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.25   |   | Second   Amended and Restated Agreement of Limited Partnership of Rose Rock Midstream,   L.P. (filed as Exhibit 3.1 to Rose Rock Midstream, L.P.’s current report   on Form 8-K dated December 14, 2011, filed December 20, 2011).                                                                                                                                             |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.26   |   | First   Amended and Restated Limited Liability Company Agreement of Rose Rock   Midstream GP, LLC (filed as Exhibit 3.2 to Rose Rock Midstream, L.P.’s   current report on Form 8-K dated December 14, 2011, filed   December 20, 2011).                                                                                                                                       |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.27+  |   | Rose   Rock Midstream Equity Incentive Plan (filed as Exhibit 10.1 to Rose Rock   Midstream, L.P.’s current report on Form 8-K dated December 8,   2011, filed December 14, 2011).                                                                                                                                                                                             |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.28+  |   | Form of   Restricted Unit Award Agreement (Employees) under the Rose Rock Midstream   Equity Incentive Plan (filed as Exhibit 10.3.1 to Rose Rock Midstream,   L.P.’s annual report on Form 10-K for the fiscal year ended   December 31, 2011, filed February 29, 2012).                                                                                                 |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                    |
| 21*     |   | Subsidiaries   of SemGroup Corporation.                                                                                                                                                                                                                                                                                                                                                                 |

 

5

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| 23.1*  |   | Consent   of Independent Registered Public Accounting Firm — BDO USA, LLP.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 23.2** |   | Consent   of Independent Registered Public Accounting Firm - Grant Thornton LLP.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 23.3** |   | Consent   of Independent Registered Public Accounting Firm — BDO USA, LLP.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 31.1** |   | Rule 13a   — 14(a)/15d — 14(a) Certification of Norman J. Szydlowski, Chief   Executive Officer.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 31.2** |   | Rule 13a   — 14(a)/15d — 14(a) Certification of Robert N. Fitzgerald, Chief   Financial Officer.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 32.1** |   | Section 1350   Certification of Norman J. Szydlowski, Chief Executive Officer.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 32.2** |   | Section 1350   Certification of Robert N. Fitzgerald, Chief Financial Officer.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 99.1*  |   | White   Cliffs Pipeline, L.L.C. financial statements presented pursuant to   Rule 3-09 of Regulation S-X.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 99.2** |   | NGL   Energy Partners LP and NGL Supply, Inc. financial statements presented   pursuant to Rule 3-09 of Regulation S-X.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 101    |   | Interactive   data files pursuant to Rule 405 of Regulation S-T: (i) the   Consolidated Balance Sheets at December 31, 2011 and 2010, (ii) the   Consolidated Statements of Operations and Comprehensive Income (Loss) for the   years ended December 31, 2011 and 2010, the month ended   December 31, 2009 (Successor) and the eleven months ended   November 30, 2009 (Predecessor), (iii) the Consolidated Statements   of Changes in Owners’ Equity (Deficit) for the years ended December 31,   2011 and 2010, the month ended December 31, 2009 (Successor) and the   eleven months ended November 30, 2009 (Predecessor), (iv) the   Consolidated Statements of Cash Flows for the years ended December 31,   2011 and 2010, the month ended December 31, 2009 (Successor) and the   eleven months ended November 30, 2009 (Predecessor), and (v) the   Notes to Consolidated Financial Statements (filed as Exhibit 101 to   amendment no. 1 to our annual report on Form 10-K/A, filed on   March 30, 2012). |

 

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| *  | Previously   filed with the Form 10-K of the Registrant filed on February 29,   2012. |
|----|-------------------------------------------------------------------------------------------------|
| ** | Filed   or furnished, as applicable, with this Amendment No. 2.                            |
| +  | Management   contract or compensatory plan or arrangement.                                      |

 

6

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**SIGNATURES**

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 
|                       | SEMGROUP   CORPORATION      |
|----------------------------|-----------------------------|
| Date:   June 21, 2012 |                        |
|                       | By:                         | /s/   Robert N. Fitzgerald |
|                       | Robert   N. Fitzgerald      |
|                       | Senior   Vice President and |
|                       | Chief   Financial Officer   |

 

7

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**Index to Exhibits**

 

**The following documents are included as exhibits to this Amendment No. 2. Those exhibits below incorporated by reference herein are indicated as such by the information supplied in the parenthetical thereafter. If no parenthetical appears after an exhibit, such exhibit is filed with this Amendment No. 2 or, except as otherwise noted, was filed with the Form 10-K of the Registrant filed on February 29, 2012.**

 
| **Exhibit** | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|-------------|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| **Number**  | ** ** | **Description**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|        |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 2.1         |       | Fourth   Amended Joint Plan of Affiliated Debtors filed with the United States   Bankruptcy Court for the District of Delaware on October 27, 2009 (filed   as Exhibit 2.1 to our registration statement on Form 10, File   No. 001-34736 (the “Form 10”)).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|        |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 2.2         |       | Contribution   Agreement dated August 31, 2011, among SemStream, L.P., a wholly-owned   subsidiary of SemGroup Corporation, NGL Supply Terminal Company LLC, NGL   Energy Partners LP and NGL Energy Holdings LLC (filed as Exhibit 2.1 to   our current report on Form 8-K dated November 1, 2011, filed   November 4, 2011).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|        |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 2.3         |       | Second   Amended and Restated Limited Liability Company Agreement of NGL Energy   Holdings LLC (filed as Exhibit 2.2 to our current report on   Form 8-K dated November 1, 2011, filed November 4, 2011).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|        |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 2.4         |       | First   Amended and Restated Registration Rights Agreement dated October 3,   2011, among NGL Energy Partners LP, Hicks Oil &   Hicksgas, Incorporated, NGL Holdings, Inc., Krim2010,   LLC, Infrastructure Capital Management, LLC, Atkinson Investors, LLC,   Stanley A. Bugh, Robert R. Foster, Brian K. Pauling, Stanley D. Perry,   Stephen D. Tuttle, Craig S. Jones, Daniel Post, Mark McGinty, Sharra   Straight, David Eastin, AO Energy, Inc., E. Osterman, Inc., E.   Osterman Gas Service, Inc., E. Osterman Propane, Inc., Milford   Propane, Inc., Osterman Propane, Inc., Propane Gas, Inc., and   Saveway Propane Gas Service, Inc. (filed as Exhibit 2.3 to our   current report on Form 8-K dated November 1, 2011, filed   November 4, 2011). |
|        |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 2.5         |       | Amendment   No. 1 and Joinder to First Amended and Restated Registration Rights   Agreement dated November 1, 2011, between NGL Energy Holdings LLC and   SemStream, L.P. (filed as Exhibit 2.4 to our current report on   Form 8-K dated November 1, 2011, filed November 4, 2011).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|        |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 3.1         |       | Amended   and Restated Certificate of Incorporation, dated as of November 30,   2009, of SemGroup Corporation (filed as Exhibit 3.1 to the   Form 10).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|        |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 3.2         |       | Amended   and Restated Bylaws, dated as of October 28, 2011, of SemGroup   Corporation (filed as Exhibit 3.1 to our current report on Form 8-K   dated October 28, 2011, filed October 28, 2011).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|        |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 4.1         |       | Form of   stock certificate for our Class A Common Stock, par value $0.01 per   share (filed as Exhibit 4.1 to the Form 10).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|        |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 4.2         |       | Form of   stock certificate for our Class B Common Stock, par value $0.01 per   share (filed as Exhibit 4.2 to the Form 10).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|        |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 4.3         |       | Warrant   Agreement dated as of November 30, 2009, by and between SemGroup   Corporation and Mellon Investor Services, LLC (filed as Exhibit 4.3 to   the Form 10).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|        |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 4.4         |       | Form of   warrant certificate (filed as Exhibit 4.4 to the Form 10).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |

 

8

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| 4.5     |   | Rights   Agreement, dated as of October 28, 2011, between SemGroup Corporation   and Mellon Investor Services LLC (filed as Exhibit 4.1 to our current   report on Form 8-K dated October 28, 2011, filed October 28,   2011).                                                                                                                                     |
|---------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|    |   |                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.1    |   | Credit   Agreement (the “Credit Facility”) dated as of June 17, 2011, among   SemGroup Corporation, as borrower, the lenders parties thereto from time to   time, and The Royal Bank of Scotland PLC, as Administrative Agent and   Collateral Agent (filed as Exhibit 10 to our current report on   Form 8-K dated June 17, 2011, filed June 21, 2011). |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.2    |   | Second   Amendment to the Credit Facility, dated as of September 19, 2011 (filed   as Exhibit 10 to our current report on Form 8-K, dated   September 19, 2011, filed September 23, 2011).                                                                                                                                                                         |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.3+   |   | SemGroup   Corporation Board of Directors Compensation Plan (filed as Exhibit 10.6   to the Form 10).                                                                                                                                                                                                                                                                             |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.4+   |   | SemGroup   Corporation Nonexecutive Directors’ Compensation Deferral Program (filed as   Exhibit 10.7 to the Form 10).                                                                                                                                                                                                                                                       |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.5+   |   | SemGroup   Corporation Equity Incentive Plan (filed as Exhibit 10.8 to the   Form 10).                                                                                                                                                                                                                                                                                            |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.6+   |   | SemGroup   Corporation Equity Incentive Plan Form of Restricted Stock Award   Agreement for Directors (filed as Exhibit 10.9 to the Form 10).                                                                                                                                                                                                                                |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.7+   |   | Amendment   No. 1 to SemGroup Corporation Equity Incentive Plan Form of   Restricted Stock Award Agreement for Directors (filed as Exhibit 10.15   to the Form 10).                                                                                                                                                                                                     |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.8+   |   | SemGroup   Corporation Equity Incentive Plan Form of Restricted Stock Award   Agreement for executive officers and employees in the United States (filed as   Exhibit 10.10 to the Form 10).                                                                                                                                                                                 |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.9+   |   | Amendment   No. 1 to SemGroup Corporation Equity Incentive Plan Form of   Restricted Stock Award Agreement for executive officers and employees in the   United States (filed as Exhibit 10.16 to the Form 10).                                                                                                                                                         |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.10+* |   | Amendment   No. 2 to SemGroup Corporation Equity Incentive Plan Form of   Restricted Stock Award Agreement for executive officers and employees in the   United States.                                                                                                                                                                                                           |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.11+  |   | Employment   Agreement dated as of November 30, 2009, by and among SemManagement,   L.L.C., SemGroup Corporation and Norman J. Szydlowski (filed as   Exhibit 10.11 to the Form 10).                                                                                                                                                                                         |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.12+  |   | Letter   Amendment dated March 18, 2010, by and among SemManagement, L.L.C.,   SemGroup Corporation and Norman J. Szydlowski, amending the Employment   Agreement dated as of November 30, 2009 (filed as Exhibit 10.12 to   the Form 10).                                                                                                                              |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.13+  |   | Form of   Severance Agreement between SemGroup Corporation and each of its executive   officers other than Norman J. Szydlowski and David B. Gorte (filed as   Exhibit 10.13 to the Form 10).                                                                                                                                                                                |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.14+* |   | Form of   Amendment to Severance Agreement between SemGroup Corporation and certain of   its executive officers.                                                                                                                                                                                                                                                                       |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.15+  |   | SemGroup   Corporation Equity Incentive Plan Form of Retention Award Agreement for   certain executive officers (filed as Exhibit 10.14 to the Form 10).                                                                                                                                                                                                                     |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.16+  |   | SemGroup   Corporation Equity Incentive Plan Form of Restricted Stock Award   Agreement for Directors for awards granted on or after August 31, 2010   (filed as Exhibit 10.17 to the Form 10).                                                                                                                                                                         |

 

9

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| 10.17+  |   | SemGroup   Corporation Equity Incentive Plan Form of Restricted Stock Award   Agreement for executive officers and employees in the United States for   awards granted on or after August 31, 2010 (filed as Exhibit 10.18   to the Form 10).                                                                                                                                       |
|---------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.18+  |   | Form of   2011 Performance Share Unit Award Agreement under the SemGroup Corporation   Equity Incentive Plan for executive officers (filed as Exhibit 10.1 to   our current report on Form 8-K dated January 24, 2011, filed   January 24, 2011).                                                                                                                              |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.19+  |   | Form of   Restricted Stock Award Agreement under the SemGroup Corporation Equity   Incentive Plan for executive officers and employees in the United States   during 2011 (filed as Exhibit 10.2 to our current report on   Form 8-K dated January 24, 2011, filed January 24, 2011).                                                                                          |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.20+* |   | Form of   2012 Performance Share Unit Award Agreement under the SemGroup Corporation   Equity Incentive Plan for executive officers.                                                                                                                                                                                                                                                               |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.21+* |   | Form of   Restricted Stock Award Agreement under the SemGroup Corporation Equity   Incentive Plan for executive officers and employees in the United States for   awards granted on or after January 1, 2012.                                                                                                                                                                                 |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.22+  |   | SemGroup   Corporation Short-Term Incentive Program (filed as Exhibit 10.1 to our   current report on Form 8-K dated February 24, 2011, filed   March 2, 2011).                                                                                                                                                                                                                     |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.23+* |   | Consulting   Services Agreement, effective as of February 2, 2012, by and between   SemGroup Corporation and David B. Gorte.                                                                                                                                                                                                                                                                       |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.24   |   | Credit   Agreement dated November 10, 2011, among Rose Rock Midstream, L.P., as   borrower, The Royal Bank of Scotland PLC, as administrative agent and   collateral agent, the other agents party thereto and the lenders and issuing   banks party thereto (filed as Exhibit 10.1 to Rose Rock Midstream,   L.P.’s registration statement on Form S-1, File No. 333-176260). |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.25   |   | Second   Amended and Restated Agreement of Limited Partnership of Rose Rock Midstream,   L.P. (filed as Exhibit 3.1 to Rose Rock Midstream, L.P.’s current report   on Form 8-K dated December 14, 2011, filed December 20, 2011).                                                                                                                                             |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.26   |   | First   Amended and Restated Limited Liability Company Agreement of Rose Rock   Midstream GP, LLC (filed as Exhibit 3.2 to Rose Rock Midstream, L.P.’s   current report on Form 8-K dated December 14, 2011, filed   December 20, 2011).                                                                                                                                       |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.27+  |   | Rose   Rock Midstream Equity Incentive Plan (filed as Exhibit 10.1 to Rose Rock   Midstream, L.P.’s current report on Form 8-K dated December 8,   2011, filed December 14, 2011).                                                                                                                                                                                             |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.28+  |   | Form of   Restricted Unit Award Agreement (Employees) under the Rose Rock Midstream   Equity Incentive Plan (filed as Exhibit 10.3.1 to Rose Rock Midstream,   L.P.’s annual report on Form 10-K for the fiscal year ended   December 31, 2011, filed February 29, 2012).                                                                                                 |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                    |
| 21*     |   | Subsidiaries   of SemGroup Corporation.                                                                                                                                                                                                                                                                                                                                                                 |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                    |
| 23.1*   |   | Consent   of Independent Registered Public Accounting Firm — BDO USA, LLP.                                                                                                                                                                                                                                                                                                                         |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                    |
| 23.2**  |   | Consent   of Independent Registered Public Accounting Firm - Grant Thornton LLP.                                                                                                                                                                                                                                                                                                                        |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                    |
| 23.3**  |   | Consent   of Independent Registered Public Accounting Firm — BDO USA, LLP.                                                                                                                                                                                                                                                                                                                         |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                    |
| 31.1**  |   | Rule 13a   — 14(a)/15d — 14(a) Certification of Norman J. Szydlowski, Chief   Executive Officer.                                                                                                                                                                                                                                                                                    |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                    |
| 31.2**  |   | Rule 13a   — 14(a)/15d — 14(a) Certification of Robert N. Fitzgerald, Chief   Financial Officer.                                                                                                                                                                                                                                                                                    |

 

10

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| 32.1** |   | Section 1350   Certification of Norman J. Szydlowski, Chief Executive Officer.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 32.2** |   | Section 1350   Certification of Robert N. Fitzgerald, Chief Financial Officer.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 99.1*  |   | White   Cliffs Pipeline, L.L.C. financial statements presented pursuant to   Rule 3-09 of Regulation S-X.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 99.2** |   | NGL   Energy Partners LP and NGL Supply, Inc. financial statements presented   pursuant to Rule 3-09 of Regulation S-X.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 101    |   | Interactive   data files pursuant to Rule 405 of Regulation S-T: (i) the   Consolidated Balance Sheets at December 31, 2011 and 2010, (ii) the   Consolidated Statements of Operations and Comprehensive Income (Loss) for the   years ended December 31, 2011 and 2010, the month ended December 31,   2009 (Successor) and the eleven months ended November 30, 2009   (Predecessor), (iii) the Consolidated Statements of Changes in Owners’   Equity (Deficit) for the years ended December 31, 2011 and 2010, the   month ended December 31, 2009 (Successor) and the eleven months ended   November 30, 2009 (Predecessor), (iv) the Consolidated Statements   of Cash Flows for the years ended December 31, 2011 and 2010, the month   ended December 31, 2009 (Successor) and the eleven months ended November 30,   2009 (Predecessor), and (v) the Notes to Consolidated Financial   Statements (filed as Exhibit 101 to amendment no. 1 to our annual report   on Form 10-K/A, filed on March 30, 2012). |

 

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| *  | Previously   filed with the Form 10-K of the Registrant filed on February 29,   2012. |
|----|-------------------------------------------------------------------------------------------------|
| ** | Filed   or furnished, as applicable, with this Amendment No. 2.                            |
| +  | Management   contract or compensatory plan or arrangement.                                      |

 

11

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