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
October 21, 2013 (October 17, 2013)
Date of Report (Date of earliest event reported)
CRESTWOOD MIDSTREAM PARTNERS LP
(Exact name of registrant as specified in its charter)
| Delaware | 001-35377 | 20-1647837 | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
700 Louisiana Street, Suite 2060
Houston, Texas 77002
(Address of principal executive offices)
(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)) |
Item 1.01 Entry into a Material Definitive Agreement.
On October 17, 2013, Crestwood Midstream Partners LP (the “Partnership”) and Crestwood Midstream GP LLC entered into an Underwriting Agreement (the “Underwriting Agreement”) with Morgan Stanley & Co. LLC and Citigroup Global Markets Inc. (collectively, the “Underwriters”), providing for the offer and sale to the Underwriters of 14,000,000 common units representing limited partner interests in the Partnership (the “Common Units”) at a purchase price of $21.19 per Common Unit (the “Offering”). Pursuant to the Underwriting Agreement, the Partnership also granted the Underwriters a 30-day option to purchase up to an additional 2,100,000 Common Units. The material terms of the Offering are described in the prospectus supplement, dated October 17, 2013, as filed by the Partnership with the Securities and Exchange Commission (the “Commission”). The Offering is registered with the Commission pursuant to a Registration Statement on Form S-3 (File No. 333-185946), and the closing is expected to occur on October 23, 2013, subject to customary closing conditions.
The Partnership intends to use the net proceeds from the Offering of approximately $296.4 million (and the net proceeds from any exercise of the Underwriters’ option to purchase additional Common Units) to fund a portion of the $750 million purchase price of its pending acquisition of Arrow Midstream Holdings, LLC (the “Arrow Acquisition”). In the event that the Underwriters exercise their option to purchase additional common units after the closing of the Arrow Acquisition, the Partnership would anticipate using the net proceeds therefrom to repay borrowings under its revolving credit facility and for general partnership purposes. In the event the Arrow Acquisition does not close, the Partnership intends to use the net proceeds from the Offering (and the net proceeds from any exercise of the Underwriters’ option to purchase additional Common Units) to repay borrowings under its revolving credit facility and for general partnership purposes.
The Underwriting Agreement contains customary representations, warranties and agreements of the Partnership and certain affiliates, and customary conditions to closing, indemnification rights, obligations of the parties and termination provisions. The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to such Underwriting Agreement, a copy of which is filed herewith as Exhibit 1.1 and is incorporated herein by reference.
The Underwriters and their related entities have engaged, and may in the future engage, in commercial and investment banking transactions with the Partnership and its affiliates in the ordinary course of their business. They have received, and expect to receive, customary compensation and expense reimbursement for these commercial and investment banking transactions. Affiliates of the Underwriters are lenders under the Partnership’s revolving credit facility. Accordingly, affiliates of the Underwriters will receive a portion of the net proceeds of the Offering.
Item 7.01 Regulation FD Disclosure.
On October 21, 2013, the Partnership issued a press release announcing that it had priced the Offering described in Item 1.01 of this Current Report on Form 8-K. A copy of the press release is furnished as Exhibit 99.1 hereto.
In accordance with General Instruction B.2 of Form 8-K, the information furnished pursuant to this Item 7.01 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The information furnished pursuant to Item 7.01 shall not be deemed an admission as to the materiality of any information in this Current Report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number | Description | |
| 1.1 | Underwriting Agreement, dated as of October 17, 2013, among Crestwood Midstream Partners LP, Crestwood Midstream GP LLC, Morgan Stanley & Co. LLC and Citigroup Global Markets Inc. | |
| 99.1 | Press Release dated October 21, 2013 | |
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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 MIDSTREAM PARTNERS LP | ||||
| By: | Crestwood Midstream GP LLC, its General Partner | |||
| Date: October 21, 2013 | By: | /s/ Michael J. Campbell | ||
Michael J. Campbell Senior Vice President and Chief Financial Officer | ||||
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Exhibit Index
Exhibit Number | Description | |
| 1.1 | Underwriting Agreement, dated as of October 17, 2013, among Crestwood Midstream Partners LP, Crestwood Midstream GP LLC, Morgan Stanley & Co. LLC and Citigroup Global Markets Inc. | |
| 99.1 | Press Release dated October 21, 2013 | |
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