Crestwood Equity Partners LP
Solicitation of Consents from Holders of Preferred Units of Crestwood Equity Partners LP:
Pursuant to the Consent Solicitation Statement
Dated September 27, 2023
THE CONSENT SOLICITATION WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON OCTOBER 17, 2023 (SUCH TIME AND DATE, AS IT MAY BE
EARLIER CONCLUDED, TERMINATED, OR EXTENDED, THE EXPIRATION DATE). ONLY A HOLDER OF PREFERRED UNITS AS OF 5:00 P.M., NEW YORK CITY TIME, ON SEPTEMBER 22, 2023 (SUCH TIME AND DATE, THE RECORD DATE) IN RESPECT OF WHICH
THERE HAS BEEN DELIVERED A VALID CONSENT (AS DEFINED BELOW) ON OR PRIOR TO THE EXPIRATION DATE (WHICH HAS NOT BEEN PROPERLY WITHDRAWN) WILL BE ENTITLED TO RECEIVE THE CONSENT FEE (AS DEFINED BELOW). CONSENTS MAY BE REVOKED AT ANY TIME PRIOR TO THE
EARLIER OF (i) THE EXPIRATION DATE AND (ii) THE TIME AT WHICH THE REQUISITE CONSENTS (AS DEFINED BELOW) HAVE BEEN RECEIVED.
September 27, 2023
To Brokers, Dealers,
Commercial
Banks, Trust Companies and
other Nominees:
On August 16, 2023, Crestwood Equity Partners LP (the Partnership), entered into an Agreement and Plan of Merger (the
merger agreement) with Energy Transfer LP (Energy Transfer), Pachyderm Merger Sub LLC, a direct wholly owned subsidiary of Energy Transfer (Merger Sub), and, solely for the purposes of
Sections 2.1(a), 2.1(b), 2.1(c) and 5.21 thereof, LE GP, LLC, pursuant to which the Partnership will merge with and into Merger Sub (the merger), with Merger Sub surviving the merger as a direct wholly owned subsidiary of Energy
Transfer.
In connection with the merger and at the direction of Energy Transfer, pursuant to the merger agreement, the Partnership and
Crestwood Equity GP LLC, a Delaware limited liability company acting in its capacity as managing general partner of the Partnership (the Managing General Partner), are conducting a consent solicitation (the Consent
Solicitation) pursuant to which we are soliciting consents (Consents) from the holders (Preferred Holders) of the Partnerships issued and outstanding Preferred Units representing limited partner
interests (the Preferred Units) to approve an amendment of the Partnerships Sixth Amended and Restated Agreement of Limited Partnership, effective as of August 20, 2021 (the Partnership Agreement), as
such amendment is set forth on Annex A to the Consent Solicitation Statement (the Proposed Amendment).
The purpose of
the Consent Solicitation is to (i) increase the cash redemption price for the Preferred Units in connection with a cash redemption election in the merger, and (ii) conform certain terms of the Preferred Units with Energy Transfers
other outstanding series of preferred units in order to simplify Energy Transfers capital structure following the merger.