Crestwood’s board of directors of its general
partner (the “Board”) unanimously recommend unitholders vote “FOR”
each of the proposals at the upcoming special meeting
Crestwood Equity Partners LP (NYSE: CEQP) (“Crestwood”) today
announced that leading independent proxy advisory firm
Institutional Shareholder Services (“ISS”) recommends that
unitholders vote “FOR” the pending transaction (the “Transaction”)
with Energy Transfer LP (NYSE: ET) (“Energy Transfer”) at the
special meeting of unitholders scheduled to be held on October 30,
2023.
In its report dated October 17, 2023, ISS stated1:
- “…the strategic rationale is compelling and CEQP investors will
have an opportunity to participate in the potential upside of the
combined entity.”
- “…the market response to the deal announcement has been
positive. On balance, support for the transaction is
warranted.”
Crestwood issued the following statement:
“We are pleased that ISS supports the Board’s unanimous
recommendation that unitholders vote “FOR” the Transaction with
Energy Transfer. The report issued by ISS reaffirms the compelling
value creation opportunity the Transaction is expected to provide
Crestwood unitholders, delivering estimated distribution per unit
growth of 3-5% per year and providing substantial ownership in a
significantly larger, more diverse MLP. We are confident that the
combined entity will have significant growth prospects and deliver
greater long-term value than Crestwood could realize on a
standalone basis. We look forward to working alongside Energy
Transfer to complete the Transaction.”
The Transaction is expected to close in the fourth quarter of
2023, subject to the approval of Crestwood’s unitholders and other
customary closing conditions.
The special meeting of Crestwood unitholders will be held via
webcast on October 30, 2023, at 9:00 A.M. Central Time. Crestwood
unitholders of record of September 22, 2023, are entitled to vote
at, or in advance of, the special meeting.
Crestwood unitholders who need
assistance in completing the proxy card or need additional copies
of the proxy materials should contact Crestwood’s proxy
solicitor:
Innisfree M&A
Incorporated
Toll Free: (877) 750-0854 (from
the U.S. and Canada) or
+1 (412) 232-3651 (from other
locations)
10:00 am-7:00 pm ET,
Monday-Friday; 10:00 am-2:00 pm ET, Saturday
1 Permission to use quotes neither sought nor obtained.
Important Information about the Transaction and Where to Find
It
In connection with the Transaction between Energy Transfer and
Crestwood, Energy Transfer filed with the U.S. Securities and
Exchange Commission (the “SEC”) a registration statement on Form
S-4 (the “Registration Statement”) that includes a proxy statement
of Crestwood that also constitutes a prospectus of Energy Transfer
(the “proxy statement/prospectus”), and each party will file other
documents regarding the Transaction with the SEC. The Registration
Statement was declared effective by the SEC on September 29, 2023,
and a definitive proxy statement/prospectus was mailed to Crestwood
unitholders of record as of September 22, 2023. This communication
is not a substitute for the Registration Statement, proxy
statement/prospectus or any other document that Energy Transfer or
Crestwood (as applicable) has filed or may file with the SEC in
connection with the Transaction. BEFORE MAKING ANY VOTING OR
INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS OF ENERGY
TRANSFER AND CRESTWOOD ARE URGED TO READ THE REGISTRATION
STATEMENT, THE PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT
DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS
ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN
THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE TRANSACTION AND RELATED MATTERS. Investors
and security holders may obtain free copies of the Registration
Statement and the proxy statement/prospectus, as each may be
amended from time to time, as well as other filings containing
important information about Energy Transfer or Crestwood, without
charge at the SEC’s website, at http://www.sec.gov. Copies of the
documents filed with the SEC by Energy Transfer are available free
of charge on Energy Transfer’s website at www.energytransfer.com
under the tab “Investor Relations” and then under the tab “SEC
Filings” or by directing a request to Investor Relations, Energy
Transfer LP, 8111 Westchester Drive, Suite 600, Dallas, TX 75225,
Tel. No. (214) 981-0795 or to investorrelations@energytransfer.com.
Copies of the documents filed with the SEC by Crestwood are
available free of charge on Crestwood’s website at
www.crestwoodlp.com under the tab “Investors” and then under the
tab “SEC Filings” or by directing a request to Investor Relations,
Crestwood Equity Partners LP, 811 Main Street, Suite 3400, Houston,
TX 77002, Tel. No. (832) 519-2200 or to
investorrelations@crestwoodlp.com. The information included on, or
accessible through, Energy Transfer’s or Crestwood’s website is not
incorporated by reference into this communication.
Participants in the Solicitation
Energy Transfer, Crestwood and the directors and certain
executive officers of their respective general partners may be
deemed to be participants in the solicitation of proxies in respect
of the Transaction. Information about the directors and executive
officers of Crestwood’s general partner is set forth in its proxy
statement for its 2023 annual meeting of unitholders, which was
filed with the SEC on March 31, 2023, and in its Annual Report on
Form 10-K for the year ended December 31, 2022, which was filed
with the SEC on February 27, 2023. Information about the directors
and executive officers of Energy Transfer’s general partner is set
forth in its Annual Report on Form 10-K for the year ended December
31, 2022, which was filed with the SEC on February 17, 2023.
Additional information regarding the participants in the proxy
solicitation and a description of their direct or indirect
interests, by security holdings or otherwise, is contained in the
proxy statement/prospectus and other relevant materials filed with
the SEC.
No Offer or Solicitation
This communication is for informational purposes only and is not
intended to, and shall not, constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval, nor shall there be any offer, issuance,
exchange, transfer, solicitation or sale of securities in any
jurisdiction in which such offer, issuance, exchange, transfer,
solicitation or sale would be in contravention of applicable law.
No offering 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 (the “Securities Act”).
Forward-Looking Statements
This communication contains “forward-looking statements.” In
this context, forward-looking statements often address future
business and financial events, conditions, expectations, plans or
ambitions, and often include, but are not limited to, words such as
“believe,” “expect,” “may,” “will,” “should,” “could,” “would,”
“anticipate,” “estimate,” “intend,” “plan,” “seek,” “see,” “target”
or similar expressions, or variations or negatives of these words,
but not all forward-looking statements include such words.
Forward-looking statements by their nature address matters that
are, to different degrees, uncertain, such as statements about the
consummation of the Transaction and the anticipated benefits
thereof. All such forward-looking statements are based upon current
plans, estimates, expectations and ambitions that are subject to
risks, uncertainties and assumptions, many of which are beyond the
control of Energy Transfer and Crestwood, that could cause actual
results to differ materially from those expressed in such
forward-looking statements. Important risk factors that may cause
such a difference include, but are not limited to: the completion
of the Transaction on anticipated terms and timing, or at all,
including obtaining Crestwood unitholder approval and any other
approvals that may be required on anticipated terms; anticipated
tax treatment, unforeseen liabilities, future capital expenditures,
revenues, expenses, earnings, synergies, economic performance,
indebtedness, financial condition, losses, future prospects,
business and management strategies for the management, expansion
and growth of the combined company’s operations and other
conditions to the completion of the Transaction, including the
possibility that any of the anticipated benefits of the Transaction
will not be realized or will not be realized within the expected
time period; the ability of Energy Transfer and Crestwood to
integrate their businesses successfully and to achieve anticipated
synergies and value creation; potential litigation relating to the
Transaction that could be instituted against Energy Transfer,
Crestwood or the directors of their respective general partners;
the risk that disruptions from the Transaction will harm Energy
Transfer’s or Crestwood’s business, including current plans and
operations and that management’s time and attention will be
diverted on Transaction-related issues; potential adverse reactions
or changes to business relationships, including with employees,
suppliers, customers, competitors or credit rating agencies,
resulting from the announcement or completion of the Transaction;
rating agency actions and Energy Transfer and Crestwood’s ability
to access short- and long-term debt markets on a timely and
affordable basis; legislative, regulatory and economic
developments, changes in local, national, or international laws,
regulations, and policies affecting Energy Transfer and Crestwood;
potential business uncertainty, including the outcome of commercial
negotiations and changes to existing business relationships during
the pendency of the Transaction that could affect Energy Transfer’s
and/or Crestwood’s financial performance and operating results;
certain restrictions during the pendency of the Transaction that
may impact Crestwood’s ability to pursue certain business
opportunities or strategic transactions or otherwise operate its
business; acts of terrorism or outbreak of war, hostilities, civil
unrest, attacks against Energy Transfer or Crestwood, and other
political or security disturbances; dilution caused by Energy
Transfer’s issuance of additional units representing limited
partner interests in connection with the Transaction; the
possibility that the Transaction may be more expensive to complete
than anticipated, including as a result of unexpected factors or
events; the impacts of pandemics or other public health crises,
including the effects of government responses on people and
economies; changes in the supply, demand or price of oil, natural
gas, and natural gas liquids; those risks described in Item 1A of
Energy Transfer’s Annual Report on Form 10-K, filed with the SEC on
February 17, 2023, and its subsequent Quarterly Reports on Form 10
Q and Current Reports on Form 8-K; those risks described in Item 1A
of Crestwood’s Annual Report on Form 10-K, filed with the SEC on
February 27, 2023, and its subsequent Quarterly Reports on Form
10-Q and Current Reports on Form 8-K; and those risks that are
described in the Registration Statement and the accompanying proxy
statement/prospectus filed with the SEC in connection with the
Transaction.
While the list of factors presented here, in the Registration
Statement and in the proxy statement/prospectus is considered
representative, no such list should be considered to be a complete
statement of all potential risks and uncertainties. Unlisted
factors may present significant additional obstacles to the
realization of forward-looking statements. Energy Transfer and
Crestwood caution you not to place undue reliance on any of these
forward-looking statements as they are not guarantees of future
performance or outcomes and that actual performance and outcomes,
including, without limitation, our actual results of operations,
financial condition and liquidity, and the development of new
markets or market segments in which we operate, may differ
materially from those made in or suggested by the forward-looking
statements contained in this communication. Neither Energy Transfer
nor Crestwood assumes any obligation to publicly provide revisions
or updates to any forward-looking statements, whether as a result
of new information, future developments or otherwise, should
circumstances change, except as otherwise required by securities
and other applicable laws. Neither future distribution of this
communication nor the continued availability of this communication
in archive form on Energy Transfer’s or Crestwood’s website should
be deemed to constitute an update or re-affirmation of these
statements as of any future date.
About Crestwood Equity Partners LP
Houston, Texas, based Crestwood Equity Partners LP (NYSE: CEQP)
is a master limited partnership that owns and operates midstream
businesses in multiple shale resource plays across the United
States. Crestwood is engaged in the gathering, processing,
treating, compression, storage and transportation of natural gas;
storage, transportation, terminalling and marketing of NGLs;
gathering, storage, terminalling and marketing of crude oil; and
gathering and disposal of produced water. For more information,
visit Crestwood Equity Partners LP at www.crestwoodlp.com; and to
learn more about Crestwood’s sustainability efforts, please visit
https://esg.crestwoodlp.com.
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version on businesswire.com: https://www.businesswire.com/news/home/20231017619645/en/
Crestwood Equity Partners LP
Investor Contact
Andrew Thorington, 713-380-3028 andrew.thorington@crestwoodlp.com Vice President,
Finance and Investor Relations
Sustainability and Media Contact
Joanne Howard, 832-519-2211 joanne.howard@crestwoodlp.com Senior Vice
President, Sustainability and Corporate Communications
Crestwood Equity Partners (NYSE:CEQP)
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