UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 4, 2023
CRESTWOOD EQUITY PARTNERS LP
(Exact name of registrant as specified in its charter)
Delaware | 001-34664 | 43-1918951 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
811 Main Street, Suite 3400
Houston, Texas 77002
(Address of Principal Executive Office) (Zip Code)
(832) 519-2200
(Registrant’s Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Common Units representing limited partnership interests | CEQP | New York Stock Exchange | ||
Preferred Units representing limited partner interests | CEQP-P | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 | Other Information |
As previously reported in a Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on February 3, 2022, Crestwood Equity Partners LP (the “Partnership”) completed its acquisition of Oasis Midstream Partners LP, a Delaware limited partnership (the “OMP Merger”) on February 1, 2022.
As previously reported in a Current Report on Form 8-K filed with the SEC on July 15, 2022 by the Partnership, on July 11, 2022, (i) Crestwood Midstream Partners LP, a Delaware limited partnership (“CMLP”) and wholly owned subsidiary of the Partnership, and Crestwood Sendero GP LLC, a Delaware limited liability company and wholly owned subsidiary of CMLP, completed their acquisition of Sendero Midstream Partners LP (the “Sendero Acquisition”); and (ii) the Partnership completed its acquisition of the remaining 50% interest in Crestwood Permian Basin Holdings LLC from FR XIII Crestwood Permian Basin Holdings LLC, a Delaware limited liability company (the “CPJV Acquisition” and together with the OMP Merger and the Sendero Acquisition, the “Transactions”).
The Partnership previously filed certain historical and unaudited pro forma condensed consolidated combined financial information required under Regulation S-X with respect to the Transactions in a Current Report on Form 8-K/A filed with the SEC on September 2, 2022 (the “September 2022 Form 8-K”).
In connection with the filing of a Registration Statement on Form S-3 by the Partnership on the date hereof, this Current Report on Form 8-K is being filed to provide updated unaudited pro forma condensed consolidated combined financial information of the Partnership for the year ended December 31, 2022 (the “Updated Pro Forma Financial Information”). The Updated Pro Forma Financial Information updates and supplements the unaudited pro forma condensed consolidated combined financial information of the Partnership and related disclosures contained in Exhibit 99.1 to the September 2022 Form 8-K. To the extent that information in this Current Report on Form 8-K differs from or updates information contained in the September 2022 Form 8-K, the information in this Current Report on Form 8-K shall supersede or supplement the information in the September 2022 Form 8-K.
The Updated Pro Forma Financial Information included in this Current Report on Form 8-K has been presented for informational purposes only, as required by Form S-3. It does not purport to represent the actual results of operations that the Partnership would have achieved had the Transactions occurred on January 1, 2022, and is not intended to project the future results of operations that the Partnership may achieve as a result of the Transactions.
Item 9.01 | Financial Statements and Exhibits |
(b) Pro Forma Financial Information.
The following unaudited pro forma condensed consolidated combined financial information of the Partnership for the year ended December 31, 2022 attached as Exhibit 99.1 hereto:
• | Unaudited Pro Forma Condensed Consolidated Combined Statement of Operations for the Year Ended December 31, 2022; and |
• | Notes to Unaudited Pro Forma Condensed Consolidated Combined Statement of Operations. |
(d) Exhibits.
Exhibit | Description | |
99.1 | Unaudited pro forma condensed consolidated combined financial information of the Partnership for the year ended December 31, 2022 | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
CRESTWOOD EQUITY PARTNERS LP | ||
By: | Crestwood Equity GP LLC, its General Partner | |
By: | /s/ Steven Dougherty | |
Steven Dougherty | ||
Executive Vice President and Chief Accounting Officer |
Dated: April 4, 2023