| Item 5.07. |
Submission of Matters to a Vote of Security Holders. |
As previously announced, 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 addition, as previously announced, in connection with the Merger and at the direction of Energy Transfer, on September 27, 2023, the Partnership commenced a solicitation of consents (the “Consent Solicitation”) from holders of record of its issued and outstanding 9.250% Perpetual Preferred Units (the “Preferred Units”) as of September 22, 2023 (collectively, the “Preferred Holders”) to approve the proposed amendment (the “Proposed Amendment”) to the Partnership’s Sixth Amended and Restated Agreement of Limited Partnership, dated August 20, 2021.
The Consent Solicitation expired at 5:00 p.m., Eastern Time, on October 25, 2023. The Partnership received the consent of Preferred Holders of 49,128,465 out of the 71,257,445 Preferred Units, representing approximately 68.95% of the Preferred Units, which exceeds the threshold of holders of two-thirds of the Preferred Units required to approve the Proposed Amendment. Accordingly, the Proposed Amendment will go into effect if the conditions to the Merger (the “Conditions”) are satisfied or waived, as applicable, by the parties to the Merger Agreement and the Merger Agreement is not otherwise terminated. However, if the Conditions are not satisfied or waived, as applicable, by the parties to the Merger Agreement or the Merger Agreement is otherwise terminated, the Proposed Amendment will not become effective.
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