EX-99.2 3 d798204dex992.htm EX-99.2

Exhibit 99.2 ENERGY TRANSFER Acquisition of SemGroup Corporation September 16, 2019 Exhibit 99.2 ENERGY TRANSFER Acquisition of SemGroup Corporation September 16, 2019

DISCLAIMER Forward-Looking Statements This presentation includes “forward-looking” statements. Forward-looking statements are identified as any statement that does not relate strictly to historical or current facts. Statements using words such as “anticipate,” “believe,” “intend,” “project,” “plan,” “expect,” “continue,” “estimate,” “goal,” “forecast,” “may” or similar expressions help identify forward-looking statements. Energy Transfer LP (“Energy Transfer” or “ET”) and SemGroup Corporation (“SemGroup” or “SEMG”) cannot give any assurance that expectations and projections about future events will prove to be correct. Forward-looking statements are subject to a variety of risks, uncertainties and assumptions. These risks and uncertainties include the risks that the proposed transaction may not be consummated or the benefits contemplated therefrom may not be realized. Additional risks include: the ability to obtain requisite regulatory and stockholder approval and the satisfaction of the other conditions to the consummation of the proposed transaction, the ability of Energy Transfer to successfully integrate SemGroup’s operations and employees and realize anticipated synergies and cost savings, the potential impact of the announcement or consummation of the proposed transaction on relationships, including with employees, suppliers, customers, competitors and credit rating agencies, the ability to achieve revenue, DCF and EBITDA growth, and volatility in the price of oil, natural gas, and natural gas liquids. Actual results and outcomes may differ materially from those expressed in such forward-looking statements. These and other risks and uncertainties are discussed in more detail in filings made by Energy Transfer and SemGroup with the Securities and Exchange Commission (the “SEC”), which are available to the public. Energy Transfer and SemGroup undertake no obligation to update publicly or to revise any forward-looking statements, whether as a result of new information, future events or otherwise. Additional Information and Where to Find It SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND PROXY STATEMENT/PROSPECTUS REGARDING THE TRANSACTION CAREFULLY WHEN IT BECOMES AVAILABLE. These documents (when they become available), and any other documents filed by Energy Transfer and SemGroup with the SEC, may be obtained free of charge at the SEC’s website, at www.sec.gov. In addition, investors and security holders will be able to obtain free copies of the registration statement and the proxy statement/prospectus by phone, e-mail or written request by contacting the investor relations department of Energy Transfer or SemGroup. Participants in the Solicitation Energy Transfer, SemGroup, and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies in connection with the proposed merger. Information regarding the directors and executive officers of Energy Transfer is contained in Energy Transfer’s Form 10-K for the year ended December 31, 2018, which was filed with the SEC on February 22, 2019. Information regarding the directors and executive officers of SemGroup is contained in SemGroup’s proxy statement relating to its 2019 Annual Meeting of Stockholders, which was filed with the SEC on April 12, 2019. Additional information regarding the interests of participants in the solicitation of proxies in connection with the proposed merger will be included in the proxy statement/prospectus. No Offer or Solicitation This presentation is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, in any jurisdiction, pursuant to the proposed merger or otherwise, nor shall there be any sale, issuance, exchange or transfer of the securities referred to in this document in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. 2DISCLAIMER Forward-Looking Statements This presentation includes “forward-looking” statements. Forward-looking statements are identified as any statement that does not relate strictly to historical or current facts. Statements using words such as “anticipate,” “believe,” “intend,” “project,” “plan,” “expect,” “continue,” “estimate,” “goal,” “forecast,” “may” or similar expressions help identify forward-looking statements. Energy Transfer LP (“Energy Transfer” or “ET”) and SemGroup Corporation (“SemGroup” or “SEMG”) cannot give any assurance that expectations and projections about future events will prove to be correct. Forward-looking statements are subject to a variety of risks, uncertainties and assumptions. These risks and uncertainties include the risks that the proposed transaction may not be consummated or the benefits contemplated therefrom may not be realized. Additional risks include: the ability to obtain requisite regulatory and stockholder approval and the satisfaction of the other conditions to the consummation of the proposed transaction, the ability of Energy Transfer to successfully integrate SemGroup’s operations and employees and realize anticipated synergies and cost savings, the potential impact of the announcement or consummation of the proposed transaction on relationships, including with employees, suppliers, customers, competitors and credit rating agencies, the ability to achieve revenue, DCF and EBITDA growth, and volatility in the price of oil, natural gas, and natural gas liquids. Actual results and outcomes may differ materially from those expressed in such forward-looking statements. These and other risks and uncertainties are discussed in more detail in filings made by Energy Transfer and SemGroup with the Securities and Exchange Commission (the “SEC”), which are available to the public. Energy Transfer and SemGroup undertake no obligation to update publicly or to revise any forward-looking statements, whether as a result of new information, future events or otherwise. Additional Information and Where to Find It SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND PROXY STATEMENT/PROSPECTUS REGARDING THE TRANSACTION CAREFULLY WHEN IT BECOMES AVAILABLE. These documents (when they become available), and any other documents filed by Energy Transfer and SemGroup with the SEC, may be obtained free of charge at the SEC’s website, at www.sec.gov. In addition, investors and security holders will be able to obtain free copies of the registration statement and the proxy statement/prospectus by phone, e-mail or written request by contacting the investor relations department of Energy Transfer or SemGroup. Participants in the Solicitation Energy Transfer, SemGroup, and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies in connection with the proposed merger. Information regarding the directors and executive officers of Energy Transfer is contained in Energy Transfer’s Form 10-K for the year ended December 31, 2018, which was filed with the SEC on February 22, 2019. Information regarding the directors and executive officers of SemGroup is contained in SemGroup’s proxy statement relating to its 2019 Annual Meeting of Stockholders, which was filed with the SEC on April 12, 2019. Additional information regarding the interests of participants in the solicitation of proxies in connection with the proposed merger will be included in the proxy statement/prospectus. No Offer or Solicitation This presentation is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, in any jurisdiction, pursuant to the proposed merger or otherwise, nor shall there be any sale, issuance, exchange or transfer of the securities referred to in this document in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. 2

KEY TRANSACTION HIGHLIGHTS Immediately Accretive Premier U.S. Gulf Coast Transaction With No Material Terminal With Stable, Take- Credit Impact or-Pay Cash Flows Generates an Aggregate $500MM of DCF 18.2 MMBbl Crude Storage Capacity & Coverage 2020-2022 Export Capabilities Complementary Assets That Liquids-Focused Drive Commercial, Infrastructure With No Direct Operational, Financial and Commodity Price Exposure Cost Synergies Primary Assets are Terminals & Long- Haul Pipelines $170MM+ Annual Run-rate Strategic Transaction Positions Energy Transfer for Continued Long-Term Success 3KEY TRANSACTION HIGHLIGHTS Immediately Accretive Premier U.S. Gulf Coast Transaction With No Material Terminal With Stable, Take- Credit Impact or-Pay Cash Flows Generates an Aggregate $500MM of DCF 18.2 MMBbl Crude Storage Capacity & Coverage 2020-2022 Export Capabilities Complementary Assets That Liquids-Focused Drive Commercial, Infrastructure With No Direct Operational, Financial and Commodity Price Exposure Cost Synergies Primary Assets are Terminals & Long- Haul Pipelines $170MM+ Annual Run-rate Strategic Transaction Positions Energy Transfer for Continued Long-Term Success 3

ACQUISITION CREATES A UNIQUE COLLECTION OF SYNERGISTIC BUSINESSES THAT WILL DRIVE NEAR- AND LONG-TERM VALUE Ø Strategic acquisition that significantly strengthens ET’s crude oil transportation, Gather ~ 13.2 million terminalling and export capabilities mmbtu/d of gas & 565,000 bbls/d of Ø SEMG’s franchise-quality, world-class Houston Ship Channel position will be NGLs produced connected by the proposed Ted Collins Pipeline to ET’s Nederland terminalling facilities, optimizing optionality for customers Gather ~ 13.2 million Ø Increased takeaway capacity from the North American liquids corridor mmS btu tr /dat of g eg asic & Ø Enhanced connectivity and increased footprint in the U.S. Gulf Coast 565,000 bbls/d of Rationale Ø Key liquids long-haul pipelines with stable take-or-pay cash flows from a diversified and NGLs produced primarily investment grade customer base Ø Ability to leverage ET’s operational expertise to unlock and realize the full potential of assets across SEMG’s portfolio Ø Complementary and integrated assets drive synergies, efficiencies and additional growth opportunities Ø No material credit impact to ET as a result of the transaction Ø The transaction is expected to be immediately accretive to DCF per unit for ET unitholders ETØ Aside from the equity issued to finance the transaction, ET does not expect to issue additional common equity Stakeholders Ø ET’s strong financial position provides a path to realizing growth potential and unitholder value not achievable under standalone SEMG capital structure Ø Increases ET’s portion of fee-based cash flows from fixed-fee contracts 4ACQUISITION CREATES A UNIQUE COLLECTION OF SYNERGISTIC BUSINESSES THAT WILL DRIVE NEAR- AND LONG-TERM VALUE Ø Strategic acquisition that significantly strengthens ET’s crude oil transportation, Gather ~ 13.2 million terminalling and export capabilities mmbtu/d of gas & 565,000 bbls/d of Ø SEMG’s franchise-quality, world-class Houston Ship Channel position will be NGLs produced connected by the proposed Ted Collins Pipeline to ET’s Nederland terminalling facilities, optimizing optionality for customers Gather ~ 13.2 million Ø Increased takeaway capacity from the North American liquids corridor mmS btu tr /dat of g eg asic & Ø Enhanced connectivity and increased footprint in the U.S. Gulf Coast 565,000 bbls/d of Rationale Ø Key liquids long-haul pipelines with stable take-or-pay cash flows from a diversified and NGLs produced primarily investment grade customer base Ø Ability to leverage ET’s operational expertise to unlock and realize the full potential of assets across SEMG’s portfolio Ø Complementary and integrated assets drive synergies, efficiencies and additional growth opportunities Ø No material credit impact to ET as a result of the transaction Ø The transaction is expected to be immediately accretive to DCF per unit for ET unitholders ETØ Aside from the equity issued to finance the transaction, ET does not expect to issue additional common equity Stakeholders Ø ET’s strong financial position provides a path to realizing growth potential and unitholder value not achievable under standalone SEMG capital structure Ø Increases ET’s portion of fee-based cash flows from fixed-fee contracts 4

TRANSACTION OVERVIEW Transaction Structure Overview of Merger Terms Ø Energy Transfer has executed a definitive agreement to acquire SemGroup for $17.00 per share of Class A Common Stock of SEMG ET Common Units ‒ Offer price represents a 65% premium to the closing price of SEMG shares on September 13, (NYSE: SEMG) (NYSE: ET) 2019 Cash Controlled ‒ The merger consideration consists of 40% cash Subsidiary ($6.80 per SEMG share) and 60% ET common units (0.7275 ET units) Ø Total transaction value of approximately $5 billion represents a 9.0x multiple of 2019E EBITDA, SEMG Assets + Liabilities (1) adjusted to reflect annual run-rate synergies Ø Post-closing, it is expected that the SEMG assets will ü Premier Franchise-Quality Energy Transfer be contributed to Energy Transfer Operating, L.P. U.S. Gulf Coast terminal Operating, L.P. Ø The transaction is expected to be accretive to DCF ü Crude/NGL long-haul per unit for ET unitholders and have no material pipelines impact to ET leverage (2) (2) ü MidCon and Canada G&P Ø Aside from the equity issued to finance the transaction, ET does not expect to need to issue ü Rail and truck loading / additional common equity unloading Transaction is expected to generate commercial, operational, financial and cost synergies of ~$170MM+ annual run-rate and additional growth opportunities 5 1. Annual run-rate synergies of $120 million (excluding financial savings) applied to 2019E EBITDA based on midpoint of SEMG management’s guidance of $443 million.TRANSACTION OVERVIEW Transaction Structure Overview of Merger Terms Ø Energy Transfer has executed a definitive agreement to acquire SemGroup for $17.00 per share of Class A Common Stock of SEMG ET Common Units ‒ Offer price represents a 65% premium to the closing price of SEMG shares on September 13, (NYSE: SEMG) (NYSE: ET) 2019 Cash Controlled ‒ The merger consideration consists of 40% cash Subsidiary ($6.80 per SEMG share) and 60% ET common units (0.7275 ET units) Ø Total transaction value of approximately $5 billion represents a 9.0x multiple of 2019E EBITDA, SEMG Assets + Liabilities (1) adjusted to reflect annual run-rate synergies Ø Post-closing, it is expected that the SEMG assets will ü Premier Franchise-Quality Energy Transfer be contributed to Energy Transfer Operating, L.P. U.S. Gulf Coast terminal Operating, L.P. Ø The transaction is expected to be accretive to DCF ü Crude/NGL long-haul per unit for ET unitholders and have no material pipelines impact to ET leverage (2) (2) ü MidCon and Canada G&P Ø Aside from the equity issued to finance the transaction, ET does not expect to need to issue ü Rail and truck loading / additional common equity unloading Transaction is expected to generate commercial, operational, financial and cost synergies of ~$170MM+ annual run-rate and additional growth opportunities 5 1. Annual run-rate synergies of $120 million (excluding financial savings) applied to 2019E EBITDA based on midpoint of SEMG management’s guidance of $443 million.

OFFER PRICE RELATIVE TO SEMG HISTORICAL SHARE PRICE $ per Share $100 $90 $80 $70 $60 $50 $40 $30 $20 Offer Price $17.00 $10 SEMG $10.28 $0 Sep '14 Sep '15 Sep '16 Sep '17 Sep '18 Sep '19 Compelling value proposition for ET unitholders at this time 6OFFER PRICE RELATIVE TO SEMG HISTORICAL SHARE PRICE $ per Share $100 $90 $80 $70 $60 $50 $40 $30 $20 Offer Price $17.00 $10 SEMG $10.28 $0 Sep '14 Sep '15 Sep '16 Sep '17 Sep '18 Sep '19 Compelling value proposition for ET unitholders at this time 6

CONSISTENT WITH CORE STRATEGY Adds Complementary Maintains Solid Financial Provides Balanced Growth Assets Position Ø Expect $170MM+ annual run-Ø Bolt-on M&A with incremental Ø No material impact on credit rate synergies, including value from organic growth statistics commercial, operational, projects financial and cost synergies Ø Strong and improving Ø Adds strategic growth balance sheet Ø Enhances ET’s value platform in deep-water port proposition by adding a world on the Houston Ship Channel Ø Supports strong cash flow class crude terminal in the position Houston Ship Channel Ø Expands connectivity and increases reach into currently Ø Accretive to DCF per unit Ø Integrated assets allow underserved regions ongoing commercial synergies (crude/gas/ NGLs) Ø No common equity Ø Facilitates investment in the and operational efficiencies issuances needed Ted Collins Pipeline Ø Expanded footprint drives additional investment opportunities Enhances position throughout integrated asset franchise 7CONSISTENT WITH CORE STRATEGY Adds Complementary Maintains Solid Financial Provides Balanced Growth Assets Position Ø Expect $170MM+ annual run-Ø Bolt-on M&A with incremental Ø No material impact on credit rate synergies, including value from organic growth statistics commercial, operational, projects financial and cost synergies Ø Strong and improving Ø Adds strategic growth balance sheet Ø Enhances ET’s value platform in deep-water port proposition by adding a world on the Houston Ship Channel Ø Supports strong cash flow class crude terminal in the position Houston Ship Channel Ø Expands connectivity and increases reach into currently Ø Accretive to DCF per unit Ø Integrated assets allow underserved regions ongoing commercial synergies (crude/gas/ NGLs) Ø No common equity Ø Facilitates investment in the and operational efficiencies issuances needed Ted Collins Pipeline Ø Expanded footprint drives additional investment opportunities Enhances position throughout integrated asset franchise 7

SEMGROUP ACQUISITION USA Expands Crude Oil Asset Footprint Canada Ø Strategic franchise-quality position on the Houston Ship Channel Ø Enhanced connectivity along the U.S. Gulf Coast ND AB SK MT and throughout ET’s system BC Ø Increases reach into the DJ basin where ET does not have a presence SD WY Expands Logistical Optionality Ø Provides additional outlets for Permian, Rockies NE and Mid-Continent producers Ø Offers deep-water marine access Ø DJ Basin infrastructure optionality CO KS Generates Synergies AR Ø Increases utilization rates on existing assets (i.e. OK NM Houston Fuel Oil Terminal (“HFOTCO”) docks closer to full capacity) Ø Expanded presence in new markets generates opportunities for other aspects of portfolio (i.e. LA TX Houston Ship Channel, DJ Basin) Ø Integrates assets with ET’s Nederland terminal and U.S. Gulf Coast assets SemGroup Ø Cost efficiencies with combined operations Crude Oil Natural Gas Ø $170MM+ annual run-rate synergies including commercial, operational, financial and cost Refined Products synergies Terminals 8 PipelinesSEMGROUP ACQUISITION USA Expands Crude Oil Asset Footprint Canada Ø Strategic franchise-quality position on the Houston Ship Channel Ø Enhanced connectivity along the U.S. Gulf Coast ND AB SK MT and throughout ET’s system BC Ø Increases reach into the DJ basin where ET does not have a presence SD WY Expands Logistical Optionality Ø Provides additional outlets for Permian, Rockies NE and Mid-Continent producers Ø Offers deep-water marine access Ø DJ Basin infrastructure optionality CO KS Generates Synergies AR Ø Increases utilization rates on existing assets (i.e. OK NM Houston Fuel Oil Terminal (“HFOTCO”) docks closer to full capacity) Ø Expanded presence in new markets generates opportunities for other aspects of portfolio (i.e. LA TX Houston Ship Channel, DJ Basin) Ø Integrates assets with ET’s Nederland terminal and U.S. Gulf Coast assets SemGroup Ø Cost efficiencies with combined operations Crude Oil Natural Gas Ø $170MM+ annual run-rate synergies including commercial, operational, financial and cost Refined Products synergies Terminals 8 Pipelines

FURTHER DEVELOPING A LEADING CRUDE HANDLING PORTFOLIO Presence in Key Liquids Basins Ø Entry into the DJ Basin through SEMG’s established asset base of: ‒ 90+MBbl/d Crude and 90+MBbl/d (1) NGL White Cliffs Pipelines ‒ Wattenberg Oil Trunkline and 360MMBbl associated storage ‒ 350MMBbl Platteville storage terminal Ø Strengthens existing portfolio of Southwest and Midwest crude gathering systems, long haul pipelines and ~33MMBbls of crude oil terminal capacity Growing crude supplies Crude Corridor to the Coast landing at the U.S. Gulf Coast driven by growth Ø Greatly increases crude oil and NGL transportation businesses in the Rockies in U.S. crude oil and Mid-Continent and will complement Energy Transfer’s existing businesses in production in excess of the Permian Basin in West Texas domestic refinery Ø Provides path to the water from key hubs in Cushing and the Permian Basin demand – with excess volumes being exported Nederland - HFOTCO to global markets Ø Commercial synergies driven by improved utilization at HFOTCO as a result of the proposed Ted Collins Pipeline which will flow ET volumes from Nederland to HFOTCO and optimize optionality 9 1. Crude to NGL conversion to be completed in Q4 2019.FURTHER DEVELOPING A LEADING CRUDE HANDLING PORTFOLIO Presence in Key Liquids Basins Ø Entry into the DJ Basin through SEMG’s established asset base of: ‒ 90+MBbl/d Crude and 90+MBbl/d (1) NGL White Cliffs Pipelines ‒ Wattenberg Oil Trunkline and 360MMBbl associated storage ‒ 350MMBbl Platteville storage terminal Ø Strengthens existing portfolio of Southwest and Midwest crude gathering systems, long haul pipelines and ~33MMBbls of crude oil terminal capacity Growing crude supplies Crude Corridor to the Coast landing at the U.S. Gulf Coast driven by growth Ø Greatly increases crude oil and NGL transportation businesses in the Rockies in U.S. crude oil and Mid-Continent and will complement Energy Transfer’s existing businesses in production in excess of the Permian Basin in West Texas domestic refinery Ø Provides path to the water from key hubs in Cushing and the Permian Basin demand – with excess volumes being exported Nederland - HFOTCO to global markets Ø Commercial synergies driven by improved utilization at HFOTCO as a result of the proposed Ted Collins Pipeline which will flow ET volumes from Nederland to HFOTCO and optimize optionality 9 1. Crude to NGL conversion to be completed in Q4 2019.

GROWING UNIQUE EXPORT CAPABILITIES Houston Fuel Oil Terminal • 330 acre site on the Houston Ship Channel • >18 MMBbls crude storage capacity • Deep water port with five ship and seven barge docks • Rail and truck unloading capabilities Marcus Hook Industrial Complex • ~800 acre site: inbound and outbound pipeline along with truck, rail and marine capabilities • >325 MBbl/d of combined NGL and ethane export capacity, approaching 400 MBbl/d in 2020 • ~2 MMBbls underground NGL storage; 3 MMBbls above-ground NGL storage; ~1 MMBbls crude storage capacity • Four export docks accommodate Very Large Crude Carrier sized vessels Nederland Terminal Only logistics provider with export • ~1,200 acre site on U.S. Gulf Coast • ~1.5 MMBbl/d crude export capacity facilities on both the U.S. Gulf Coast and • ~200 MBbls propane/butane export capacity U.S. East Coast, providing optionality and • ~28 MMBbls crude storage capacity security of supply for customers via world- • ~1.2 MMBbls refrigerated propane/butane storage capacity class terminals • Five ship docks and four barge docks accommodate Suez Max sized ships • Rail and truck unloading capabilities 10 • 800 MBbls refrigerated ethane storage under constructionGROWING UNIQUE EXPORT CAPABILITIES Houston Fuel Oil Terminal • 330 acre site on the Houston Ship Channel • >18 MMBbls crude storage capacity • Deep water port with five ship and seven barge docks • Rail and truck unloading capabilities Marcus Hook Industrial Complex • ~800 acre site: inbound and outbound pipeline along with truck, rail and marine capabilities • >325 MBbl/d of combined NGL and ethane export capacity, approaching 400 MBbl/d in 2020 • ~2 MMBbls underground NGL storage; 3 MMBbls above-ground NGL storage; ~1 MMBbls crude storage capacity • Four export docks accommodate Very Large Crude Carrier sized vessels Nederland Terminal Only logistics provider with export • ~1,200 acre site on U.S. Gulf Coast • ~1.5 MMBbl/d crude export capacity facilities on both the U.S. Gulf Coast and • ~200 MBbls propane/butane export capacity U.S. East Coast, providing optionality and • ~28 MMBbls crude storage capacity security of supply for customers via world- • ~1.2 MMBbls refrigerated propane/butane storage capacity class terminals • Five ship docks and four barge docks accommodate Suez Max sized ships • Rail and truck unloading capabilities 10 • 800 MBbls refrigerated ethane storage under construction

TED COLLINS PIPELINE - A STRATEGIC CONNECTION ON THE U.S. GULF COAST Ø ~75-mile pipeline connecting the Houston Ship Channel and ET’s Nederland Terminal Ø Provides best-in-class access to multiple markets Ø Houston Ø Beaumont/Port Arthur Ø St. James Ø Initial capacity of 500 MBbl/d+ Ø Provides immediate access to 1,000 MBbl/d+ of export capacity with plans to double Ø Expected to be in service in 2021 Strategic new pipeline provides increased optionality and enhances value of the Nederland Terminal and Houston Ship Channel assets 11 Note: Pipeline route shown is for illustrative purposes.TED COLLINS PIPELINE - A STRATEGIC CONNECTION ON THE U.S. GULF COAST Ø ~75-mile pipeline connecting the Houston Ship Channel and ET’s Nederland Terminal Ø Provides best-in-class access to multiple markets Ø Houston Ø Beaumont/Port Arthur Ø St. James Ø Initial capacity of 500 MBbl/d+ Ø Provides immediate access to 1,000 MBbl/d+ of export capacity with plans to double Ø Expected to be in service in 2021 Strategic new pipeline provides increased optionality and enhances value of the Nederland Terminal and Houston Ship Channel assets 11 Note: Pipeline route shown is for illustrative purposes.

ET & SEMG COMPLEMENTARY ASSETS Fully-integrated midstream platform enhances ability to offer wide range of services to both domestic and international markets ALBERTA, Wapiti CANADA Patterson Creek KA Fox Creek K3 WWC Eagle Point Wattenberg Oil Trunkline Marcus Hook White Cliffs Pipeline SemGroup Cushing, OK Crude Oil Natural Gas Ø 330 Acres on the Refined Products Houston Ship Channel Rose Valley II Plant Pipelines Ø 18.2 MMBbls of storage White Cliffs Pipeline capacity Maurepas Pipeline Energy Transfer Ø Pipeline connectivity to all major basins Terminals Pipelines Midland Maurepas Pipeline Lake Charles LNG Ø Connectivity to U.S. Gulf Nederland Mariner East 2X Coast refining complex HFOTCO Revolution ETCO Pipeline Ø Deep-water marine Dakota Access Pipeline access Trans Pecos Pipeline Comanche Trail Pipeline 12 Note: Includes growth projects under construction.ET & SEMG COMPLEMENTARY ASSETS Fully-integrated midstream platform enhances ability to offer wide range of services to both domestic and international markets ALBERTA, Wapiti CANADA Patterson Creek KA Fox Creek K3 WWC Eagle Point Wattenberg Oil Trunkline Marcus Hook White Cliffs Pipeline SemGroup Cushing, OK Crude Oil Natural Gas Ø 330 Acres on the Refined Products Houston Ship Channel Rose Valley II Plant Pipelines Ø 18.2 MMBbls of storage White Cliffs Pipeline capacity Maurepas Pipeline Energy Transfer Ø Pipeline connectivity to all major basins Terminals Pipelines Midland Maurepas Pipeline Lake Charles LNG Ø Connectivity to U.S. Gulf Nederland Mariner East 2X Coast refining complex HFOTCO Revolution ETCO Pipeline Ø Deep-water marine Dakota Access Pipeline access Trans Pecos Pipeline Comanche Trail Pipeline 12 Note: Includes growth projects under construction.

FROM THE WELLHEAD TO THE WATER Natural NGLs Crude Gas Oil Gather ~ 13.2 million Transport ~22.9 Capable of exporting One of the largest Fractionate ~700 Transport ~4.7 MMBtu/d of gas & million MMBtu/d of ~1.5 MMBbls/d of planned LNG Export MBbl/d of NGLs at MMBbl/d of crude natural gas via inter & 565 MBbl/d of NGLs crude oil and ~525 facilities in the US Mont Belvieu oil produced intrastate pipelines MBbls/d of NGLs + + White Cliffs, Maurepas Canada, STACK and and Wattenberg HFOTCO Storage and Mississippi Lime pipelines Crude Export Gathering & optionality Cushing and Platteville Processing Storage High Quality Crude Oil Platform 13FROM THE WELLHEAD TO THE WATER Natural NGLs Crude Gas Oil Gather ~ 13.2 million Transport ~22.9 Capable of exporting One of the largest Fractionate ~700 Transport ~4.7 MMBtu/d of gas & million MMBtu/d of ~1.5 MMBbls/d of planned LNG Export MBbl/d of NGLs at MMBbl/d of crude natural gas via inter & 565 MBbl/d of NGLs crude oil and ~525 facilities in the US Mont Belvieu oil produced intrastate pipelines MBbls/d of NGLs + + White Cliffs, Maurepas Canada, STACK and and Wattenberg HFOTCO Storage and Mississippi Lime pipelines Crude Export Gathering & optionality Cushing and Platteville Processing Storage High Quality Crude Oil Platform 13

SUCCESSFUL ACQUISITION TRACK RECORD HPL TUFCO Houston Pipeline Co. 2004 2005 2006 2011 2012 2014 2015 2012 2012 2016 2017 Ø ET Management has a proven track record of successfully integrating acquisitions Ø Knowledge of respective assets and businesses facilitates integrations of: Ø Operations Ø Commercial Ø Risk Management Ø Finance / Accounting Ø Information Technology Ø Integration plan expected to be substantially complete by the time transaction closes 14SUCCESSFUL ACQUISITION TRACK RECORD HPL TUFCO Houston Pipeline Co. 2004 2005 2006 2011 2012 2014 2015 2012 2012 2016 2017 Ø ET Management has a proven track record of successfully integrating acquisitions Ø Knowledge of respective assets and businesses facilitates integrations of: Ø Operations Ø Commercial Ø Risk Management Ø Finance / Accounting Ø Information Technology Ø Integration plan expected to be substantially complete by the time transaction closes 14

TRANSACTION TIMELINE September 2019 October – November 2019 Late 2019 / Early 2020 Ø Sign Agreement Ø Proxy statement / S-4 registration Ø SEMG Ø Announce Transaction statement declared effective by the SEC shareholder vote Ø Begin drafting Proxy / and file definitive proxy statement with the Ø Transaction registration statement SEC Close Ø Begin regulatory approval process 15TRANSACTION TIMELINE September 2019 October – November 2019 Late 2019 / Early 2020 Ø Sign Agreement Ø Proxy statement / S-4 registration Ø SEMG Ø Announce Transaction statement declared effective by the SEC shareholder vote Ø Begin drafting Proxy / and file definitive proxy statement with the Ø Transaction registration statement SEC Close Ø Begin regulatory approval process 15