ROSE ROCK MIDSTREAM, L.P. (RRMS) IPO

We expect to receive net proceeds of approximately $127.3 million from the 
issuance and sale of the common units offered by this prospectus, after 
deducting underwriting discounts and commissions, structuring fees and 
offering expenses. We intend to use the net proceeds from this offering to 
make a cash distribution to SemGroup. 

The table below sets forth our anticipated use of the expected net proceeds 
of this offering, after deducting underwriting discounts and commissions, 
structuring fees and offering expenses:

                                   Amount of 
                                   Proceeds        Percentage of 
                                (in millions)      Net Proceeds 

Distribution to SemGroup          $  127.3            100% 

The cash distribution to SemGroup made with the net proceeds of this offering
will be made in consideration of its contribution to us of all of the 
partnership interests in SemCrude, L.P., which owns all of our initial assets,
and to reimburse SemGroup for certain capital expenditures incurred with 
respect to those assets. 

If and to the extent the underwriters exercise their option to purchase 
additional common units, the number of common units purchased by the 
underwriters pursuant to such exercise will be issued to the public. If the 
underwriters exercise their option to purchase additional common units in 
full, the additional net proceeds will be approximately $19.5 million. The 
net proceeds from any exercise of such option will be used to make an 
additional cash distribution to SemGroup in consideration of its contribution 
to us of all of the limited and general partner interests in SemCrude, L.P. 
at closing and to reimburse SemGroup for certain capital expenditures 
incurred with respect to our assets. If the underwriters do not exercise 
their option to purchase additional common units in full, we will issue the 
common units not purchased to SemGroup upon the expiration of the option 
(1,050,000 common units if the option is not exercised at all) in 
consideration of its contribution to us of all of the limited and general 
partner interests in SemCrude, L.P. at closing. We will not receive any 
additional consideration from SemGroup in connection with such issuance. The 
exercise of the underwriters’ option will not affect the total number of 
common units outstanding or the amount of cash needed to pay the minimum 
quarterly distribution on all units. 

SemGroup has informed us that all of the net proceeds distributed to it will 
be used to repay, on a pro rata basis, a portion of the aggregate $181 
million of indebtedness outstanding under its term loan A and term loan B. 
The interest rates in effect at September 30, 2011 on the term loan A and 
the term loan B were 3.74% and 5.75%, respectively. Term loan A matures on 
June 20, 2016, and term loan B matures on June 20, 2018. SemGroup entered 
into the term loans in June 2011 and used the proceeds from the term loans, 
together with proceeds from a new revolving credit facility, to retire its
previous revolving credit facility and term loan. 

Affiliates of certain of the underwriters are lenders under SemGroup’s term 
loan A and will, in that respect, receive a portion of the net proceeds of 
this offering.

Competition for crude oil storage customers is intense and is based primarily 
on price, access to supply, access to logistics assets, distribution 
capabilities, the ability to meet regulatory requirements, and maintenance of 
quality of service and customer relationships. Our major competitors in Cushing
include Enbridge Energy Partners, L.P., Magellan Midstream Partners, L.P., 
Plains All American Pipeline, L.P., Blueknight Energy Partners, L.P. and 
Enterprise Products Partners L.P. Several of these competitors have announced 
their intention to significantly expand their storage capacity at Cushing. 
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Competition for crude oil volumes is primarily based on reputation, commercial 
terms, reliability, interconnectivity, location and available capacity. Our 
major competitors are MV Purchasing, LLC, Plains All American Pipeline, L.P. 
and the National Cooperative Refinery Association. Magellan Midstream Partners,
L.P. has recently completed a line to Cushing, which has diverted some volumes 
from our system, but to date we have been able to replace those volumes and 
maintain our throughput. 
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We compete for crude oil volumes with other midstream operators, including 
Plains All American Pipeline, L.P. and Eighty Eight Oil LLC. Competition is 
primarily based on reputation, commercial terms, reliability, 
interconnectivity, location and available capacity. Although competition can be
intense, we believe that it is currently mitigated to some degree by the 
shortage of takeaway capacity out of the Bakken Shale, which reduces the number
of options that producers have for getting their crude oil to market. However, 
additional midstream operators are constructing additional pipeline capacity in
the Bakken Shale, and existing operators are expanding their capacity, and 
therefore competition may intensify in the future. 
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Our Platteville facility is the only injection point in Colorado into the White
Cliffs Pipeline, and the White Cliffs Pipeline is the only pipeline out of the 
DJ Basin to Cushing. As a result, we do not face direct competition with 
respect to our Platteville facility. However, producers in the region served by
this facility do have other options for the delivery of crude oil, including 
delivery to local refineries or through rail transportation.