Crestwood Equity Partners LP (NYSE:CEQP) (“Crestwood Equity”)
and Crestwood Midstream Partners LP (NYSE:CMLP) (“Crestwood
Midstream”) announced today that Crestwood Equity’s Registration
Statement on Form S-4 has been declared effective by the Securities
and Exchange Commission (“SEC”), and that Crestwood Midstream has
filed a proxy statement with the SEC. Crestwood Midstream will hold
a special meeting for its unitholders to vote on proposals related
to the merger on September 30, 2015 at 10:00 a.m. Central Time, at
700 Louisiana Street, Suite 2550, Houston, TX 77002.
Crestwood Midstream unitholders of record at the close of
business on August 24, 2015, will be entitled to receive notice of
and to vote at the special meeting, and Crestwood Midstream will
commence mailing proxy materials to its unitholders on or about
September 1, 2015. At the special meeting, Crestwood Midstream
unitholders will meet to (i) consider and vote upon the approval of
the Agreement and Plan of Merger dated as of May 5, 2015, by and
among Crestwood Equity, Crestwood Equity GP LLC, CEQP ST SUB LLC,
MGP GP, LLC, Crestwood Midstream Holdings LP, Crestwood Midstream,
Crestwood Midstream GP LLC, and Crestwood Gas Services GP LLC, as
it may be amended from time to time, and the merger transactions
contemplated thereby; (ii) consider and vote upon the approval of
the proposal to adjourn the special meeting, if necessary, to
solicit additional proxies if there are not sufficient votes to
approve the merger agreement; and (iii) transact such other
business as may properly be presented at the meeting or any
adjournments or postponements of the meeting.
On May 5, 2015, Crestwood Equity and Crestwood Midstream
announced they had entered into a definitive agreement to merge the
two publicly traded partnerships and simplify Crestwood’s corporate
structure into a single publicly traded partnership. As part of the
merger consideration, Crestwood Midstream common unitholders and
preferred unitholders, other than Crestwood Equity or its
subsidiaries (the “Crestwood Midstream preferred unitholders,” and
together with the Crestwood Midstream common unitholders, “the
Crestwood Midstream unitholders”), will become unitholders of
Crestwood Equity in a tax free exchange, with Crestwood Midstream
unitholders receiving 2.75 common units of Crestwood Equity for
each unit held at the completion of the merger. Following the
merger, Crestwood Midstream common units will cease to be listed on
the NYSE and its incentive distribution rights will be
eliminated.
Forward-Looking Statements
The statements in this news release regarding future events,
occurrences, circumstances, activities, performance, outcomes and
results are forward-looking statements. Although these statements
reflect the current views, assumptions and expectations of
Crestwood’s management, the matters addressed herein are subject to
numerous risks and uncertainties which could cause actual
activities, performance, outcomes and results to differ materially
from those indicated. Such forward-looking statements include, but
are not limited to, statements about the future financial and
operating results, objectives, expectations and intentions and
other statements that are not historical facts. Factors that could
result in such differences or otherwise materially affect
Crestwood’s financial condition, results of operations and cash
flows include, without limitation, the possibility that expected
synergies will not be realized, or will not be realized within the
expected timeframe; fluctuations in crude oil, natural gas and NGL
prices; the extent and success of drilling efforts, as well as the
extent and quality of natural gas and crude oil volumes produced
within proximity of Crestwood assets; failure or delays by
customers in achieving expected production in their oil and gas
projects; competitive conditions in the industry and their impact
on our ability to connect supplies to Crestwood gathering,
processing and transportation assets or systems; actions or
inactions taken or non-performance by third parties, including
suppliers, contractors, operators, processors, transporters and
customers; the ability of Crestwood to consummate acquisitions,
successfully integrate the acquired businesses, realize any cost
savings and other synergies from any acquisition; changes in the
availability and cost of capital; operating hazards, natural
disasters, weather-related delays, casualty losses and other
matters beyond Crestwood’s control; timely receipt of necessary
government approvals and permits, the ability of Crestwood to
control the costs of construction, including costs of materials,
labor and right-of-way and other factors that may impact
Crestwood’s ability to complete projects within budget and on
schedule; the effects of existing and future laws and governmental
regulations, including environmental and climate change
requirements; the effects of existing and future litigation; and
risks related to the substantial indebtedness, of either company,
as well as other factors disclosed in Crestwood Equity’s and
Crestwood Midstream’s filings with the U.S. Securities and Exchange
Commission (the “SEC”). You should read filings made by Crestwood
with the SEC, including Annual Reports on Form 10-K and the most
recent Quarterly Reports on Form 10-Q and Current Reports on Form
8-K for a more extensive list of factors that could affect results.
Readers are cautioned not to place undue reliance on
forward-looking statements, which reflect management’s view only as
of the date made. Crestwood does not assume any obligation to
update these forward-looking statements.
Additional Information and Where to Find It
This news release contains information about the proposed merger
involving Crestwood Equity and Crestwood Midstream. In connection
with the proposed merger, Crestwood Equity has filed with the SEC a
registration statement on Form S-4 that includes a proxy
statement/prospectus for the unitholders of Crestwood Midstream.
Crestwood Midstream will mail the final proxy statement/prospectus
to its unitholders. INVESTORS AND UNITHOLDERS ARE URGED TO READ THE
PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED OR TO
BE FILED WITH THE SEC CAREFULLY BECAUSE THEY CONTAIN IMPORTANT
INFORMATION ABOUT CRESTWOOD EQUITY, CRESTWOOD MIDSTREAM, THE
PROPOSED MERGER AND RELATED MATTERS. Investors and unitholders may
obtain free copies of the proxy statement/prospectus and other
documents filed with the SEC by Crestwood through the website
maintained by the SEC at www.sec.gov. In addition, investors and
unitholders may obtain free copies of documents filed by Crestwood
with the SEC from Crestwood’s website, www.crestwoodlp.com.
Participants in the Solicitation
Crestwood Equity, Crestwood Midstream, and their respective
general partner’s directors and executive officers may be deemed to
be participants in the solicitation of proxies from the unitholders
of Crestwood Midstream in respect of the proposed merger
transaction. Information regarding the persons who may, under the
rules of the SEC, be deemed participants in the solicitation of the
unitholders of Crestwood Midstream in connection with the proposed
transaction, including a description of their direct or indirect
interests, by security holdings or otherwise, is set forth in the
proxy statement/prospectus filed with the SEC. Information
regarding Crestwood Midstream’s directors and executive officers is
contained in Crestwood Midstream’s Annual Report on Form 10-K for
the year ended December 31, 2014, which was filed with the SEC on
March 2, 2015, and any subsequent statements of changes in
beneficial ownership filed with the SEC. Information regarding
Crestwood Equity’s directors and executive officers is contained in
Crestwood Equity’s Annual Report on Form 10-K for the year ended
December 31, 2014, which was filed with the SEC on March 2, 2015,
and any subsequent statements of changes in beneficial ownership
filed with the SEC. Free copies of these documents may be obtained
from the sources described above.
About Crestwood Equity Partners LP
Houston, Texas, based Crestwood Equity (NYSE: CEQP) is a master
limited partnership that owns the general partner interest, the
incentive distribution rights and an approximate 4% limited partner
interest of Crestwood Midstream. In addition, Crestwood Equity
operates an NGL supply and logistics business that serves customers
in the United States and Canada.
About Crestwood Midstream Partners LP
Houston, Texas, based Crestwood Midstream (NYSE: CMLP) is a
master limited partnership that owns and operates midstream
businesses in multiple unconventional shale resource plays across
the United States. Crestwood Midstream is engaged in the gathering,
processing, treating, compression, storage and transportation of
natural gas; storage, transportation and terminalling of NGLs; and
gathering, storage, terminalling and marketing of crude oil.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20150831005417/en/
Crestwood Equity Partners LPCrestwood Midstream
Partners LPInvestor ContactJosh Wannarka,
713-380-3081josh.wannarka@crestwoodlp.comVice President, Investor
Relations
(NYSE:CMLP)
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