SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment No. 2 to
Crestwood Midstream Partners LP
(Name of Issuer)
Common Units Representing Limited Partner Interests
(Title of Class of Securities)
226378107
(CUSIP Number)
Joel Lambert
700 Louisiana Street, Suite 2550
Houston, TX 77002
(832) 519-2200
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
September 30, 2015
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ¨
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 226378107
| | | | | | |
1 | | NAME OF REPORTING PERSON Crestwood Gas Services Holdings LLC |
2 | | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ |
3 | | SEC USE ONLY |
4 | | SOURCE OF FUNDS OO |
5 | | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
6 | | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | | 7 | | SOLE VOTING POWER 0 |
| 8 | | SHARED VOTING POWER 0 |
| 9 | | SOLE DISPOSITIVE POWER 0 |
| 10 | | SHARED DISPOSITIVE POWER 0 |
11 | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 |
12 | | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ |
13 | | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% |
14 | | TYPE OF REPORTING PERSON OO |
2
CUSIP No. 226378107
| | | | | | |
1 | | NAME OF REPORTING PERSON Crestwood Holdings LLC |
2 | | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ |
3 | | SEC USE ONLY |
4 | | SOURCE OF FUNDS OO |
5 | | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
6 | | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | | 7 | | SOLE VOTING POWER 0 |
| 8 | | SHARED VOTING POWER 0 |
| 9 | | SOLE DISPOSITIVE POWER 0 |
| 10 | | SHARED DISPOSITIVE POWER 0 |
11 | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 |
12 | | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ |
13 | | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% |
14 | | TYPE OF REPORTING PERSON OO |
3
CUSIP No. 226378107
| | | | | | |
1 | | NAME OF REPORTING PERSON Crestwood Holdings II LLC |
2 | | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ |
3 | | SEC USE ONLY |
4 | | SOURCE OF FUNDS OO |
5 | | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
6 | | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | | 7 | | SOLE VOTING POWER 0 |
| 8 | | SHARED VOTING POWER 0 |
| 9 | | SOLE DISPOSITIVE POWER 0 |
| 10 | | SHARED DISPOSITIVE POWER 0 |
11 | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 |
12 | | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ |
13 | | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% |
14 | | TYPE OF REPORTING PERSON OO |
4
CUSIP No. 226378107
| | | | | | |
1 | | NAME OF REPORTING PERSON Crestwood Holdings Partners, LLC |
2 | | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ |
3 | | SEC USE ONLY |
4 | | SOURCE OF FUNDS OO |
5 | | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
6 | | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | | 7 | | SOLE VOTING POWER 0 |
| 8 | | SHARED VOTING POWER 0 |
| 9 | | SOLE DISPOSITIVE POWER 0 |
| 10 | | SHARED DISPOSITIVE POWER 0 |
11 | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 |
12 | | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ |
13 | | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% |
14 | | TYPE OF REPORTING PERSON OO |
5
CUSIP No. 226378107
| | | | | | |
1 | | NAME OF REPORTING PERSON Crestwood Gas Services GP, LLC |
2 | | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ |
3 | | SEC USE ONLY |
4 | | SOURCE OF FUNDS OO |
5 | | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
6 | | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | | 7 | | SOLE VOTING POWER 0 |
| 8 | | SHARED VOTING POWER 0* |
| 9 | | SOLE DISPOSITIVE POWER 0 |
| 10 | | SHARED DISPOSITIVE POWER 0* |
11 | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0* |
12 | | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ |
13 | | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0%* |
14 | | TYPE OF REPORTING PERSON OO |
* | Following the completion of the Merger (as defined below), CEQP and CMLP GP (each as defined below) now own a 99.9% limited partner interest and a 0.1% limited partner interest, respectively, in the Issuer (as defined below). Following the consummation of the Merger, the common units of the Issuer will be delisted from the New York Stock Exchange and deregistered and will no longer be subject to reporting under Section 13(d) of the Securities Exchange Act of 1934. |
6
CUSIP No. 226378107
| | | | | | |
1 | | NAME OF REPORTING PERSON Crestwood Midstream GP LLC |
2 | | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ |
3 | | SEC USE ONLY |
4 | | SOURCE OF FUNDS OO |
5 | | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
6 | | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | | 7 | | SOLE VOTING POWER 0 |
| 8 | | SHARED VOTING POWER 0 |
| 9 | | SOLE DISPOSITIVE POWER 0 |
| 10 | | SHARED DISPOSITIVE POWER 0 |
11 | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 |
12 | | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ |
13 | | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% |
14 | | TYPE OF REPORTING PERSON OO |
7
CUSIP No. 226378107
| | | | | | |
1 | | NAME OF REPORTING PERSON Crestwood Midstream Holdings LP |
2 | | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ |
3 | | SEC USE ONLY |
4 | | SOURCE OF FUNDS OO |
5 | | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
6 | | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | | 7 | | SOLE VOTING POWER 0 |
| 8 | | SHARED VOTING POWER 0 |
| 9 | | SOLE DISPOSITIVE POWER 0 |
| 10 | | SHARED DISPOSITIVE POWER 0 |
11 | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 |
12 | | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ |
13 | | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% |
14 | | TYPE OF REPORTING PERSON PN |
8
CUSIP No. 226378107
| | | | | | |
1 | | NAME OF REPORTING PERSON MGP GP LLC |
2 | | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ |
3 | | SEC USE ONLY |
4 | | SOURCE OF FUNDS OO |
5 | | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
6 | | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | | 7 | | SOLE VOTING POWER 0 |
| 8 | | SHARED VOTING POWER 0 |
| 9 | | SOLE DISPOSITIVE POWER 0 |
| 10 | | SHARED DISPOSITIVE POWER 0 |
11 | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 |
12 | | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ |
13 | | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% |
14 | | TYPE OF REPORTING PERSON OO |
9
CUSIP No. 226378107
| | | | | | |
1 | | NAME OF REPORTING PERSON Crestwood Equity Partners LP |
2 | | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ |
3 | | SEC USE ONLY |
4 | | SOURCE OF FUNDS OO |
5 | | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
6 | | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | | 7 | | SOLE VOTING POWER 0 |
| 8 | | SHARED VOTING POWER 0* |
| 9 | | SOLE DISPOSITIVE POWER 0 |
| 10 | | SHARED DISPOSITIVE POWER 0* |
11 | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0* |
12 | | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ |
13 | | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0%* |
14 | | TYPE OF REPORTING PERSON PN |
* | Following the completion of the Merger (as defined below), CEQP and CMLP GP (each as defined below) now own a 99.9% limited partner interest and a 0.1% limited partner interest, respectively, in the Issuer (as defined below). Following the consummation of the Merger, the common units of the Issuer will be delisted from the New York Stock Exchange and deregistered and will no longer be subject to reporting under Section 13(d) of the Securities Exchange Act of 1934. |
10
CUSIP No. 226378107
| | | | | | |
1 | | NAME OF REPORTING PERSON Crestwood Equity GP LLC |
2 | | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ |
3 | | SEC USE ONLY |
4 | | SOURCE OF FUNDS OO |
5 | | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
6 | | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | | 7 | | SOLE VOTING POWER 0 |
| 8 | | SHARED VOTING POWER 0 |
| 9 | | SOLE DISPOSITIVE POWER 0 |
| 10 | | SHARED DISPOSITIVE POWER 0 |
11 | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 |
12 | | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ |
13 | | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% |
14 | | TYPE OF REPORTING PERSON OO |
11
CUSIP No. 226378107
| | | | | | |
1 | | NAME OF REPORTING PERSON Crestwood Holdings LP |
2 | | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ |
3 | | SEC USE ONLY |
4 | | SOURCE OF FUNDS OO |
5 | | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
6 | | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | | 7 | | SOLE VOTING POWER 0 |
| 8 | | SHARED VOTING POWER 0 |
| 9 | | SOLE DISPOSITIVE POWER 0 |
| 10 | | SHARED DISPOSITIVE POWER 0 |
11 | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 |
12 | | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ |
13 | | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% |
14 | | TYPE OF REPORTING PERSON PN |
12
CUSIP No. 226378107
| | | | | | |
1 | | NAME OF REPORTING PERSON FR XI CMP Holdings LLC |
2 | | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ |
3 | | SEC USE ONLY |
4 | | SOURCE OF FUNDS OO |
5 | | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
6 | | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | | 7 | | SOLE VOTING POWER 0 |
| 8 | | SHARED VOTING POWER 0 |
| 9 | | SOLE DISPOSITIVE POWER 0 |
| 10 | | SHARED DISPOSITIVE POWER 0 |
11 | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 |
12 | | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ |
13 | | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% |
14 | | TYPE OF REPORTING PERSON OO |
13
CUSIP No. 226378107
| | | | | | |
1 | | NAME OF REPORTING PERSON FR Midstream Holdings LLC |
2 | | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ |
3 | | SEC USE ONLY |
4 | | SOURCE OF FUNDS OO |
5 | | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
6 | | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | | 7 | | SOLE VOTING POWER 0 |
| 8 | | SHARED VOTING POWER 0 |
| 9 | | SOLE DISPOSITIVE POWER 0 |
| 10 | | SHARED DISPOSITIVE POWER 0 |
11 | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 |
12 | | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ |
13 | | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% |
14 | | TYPE OF REPORTING PERSON OO |
14
CUSIP No. 226378107
| | | | | | |
1 | | NAME OF REPORTING PERSON First Reserve GP XI, L.P. |
2 | | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ |
3 | | SEC USE ONLY |
4 | | SOURCE OF FUNDS OO |
5 | | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
6 | | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | | 7 | | SOLE VOTING POWER 0 |
| 8 | | SHARED VOTING POWER 0 |
| 9 | | SOLE DISPOSITIVE POWER 0 |
| 10 | | SHARED DISPOSITIVE POWER 0 |
11 | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 |
12 | | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ |
13 | | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% |
14 | | TYPE OF REPORTING PERSON PN |
15
CUSIP No. 226378107
| | | | | | |
1 | | NAME OF REPORTING PERSON First Reserve GP XI, Inc. |
2 | | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ |
3 | | SEC USE ONLY |
4 | | SOURCE OF FUNDS OO |
5 | | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
6 | | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | | 7 | | SOLE VOTING POWER 0 |
| 8 | | SHARED VOTING POWER 0 |
| 9 | | SOLE DISPOSITIVE POWER 0 |
| 10 | | SHARED DISPOSITIVE POWER 0 |
11 | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 |
12 | | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ |
13 | | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% |
14 | | TYPE OF REPORTING PERSON CO |
16
CUSIP No. 226378107
| | | | | | |
1 | | NAME OF REPORTING PERSON William E. Macaulay |
2 | | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ |
3 | | SEC USE ONLY |
4 | | SOURCE OF FUNDS OO |
5 | | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
6 | | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | | 7 | | SOLE VOTING POWER 0 |
| 8 | | SHARED VOTING POWER 0 |
| 9 | | SOLE DISPOSITIVE POWER 0 |
| 10 | | SHARED DISPOSITIVE POWER 0 |
11 | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 |
12 | | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ |
13 | | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% |
14 | | TYPE OF REPORTING PERSON IN |
17
This Amendment No. 2 to Schedule 13D is filed by the Reporting Persons as an amendment to the Schedule 13D filed with the Securities and Exchange Commission (the “Commission”) on October 11, 2013, as amended by Amendment No. 1 to Schedule 13D filed with the Commission on May 7, 2015 (as so amended, the “Schedule 13D”). This Amendment relates to the common units representing limited partner interests (the “Common Units”) of Crestwood Midstream Partners LP, a Delaware limited partnership (the “Issuer”). Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in the Schedule 13D.
Item 2. Identity and Background
Item 2 of the Schedule 13D is hereby amended by reference to the information set forth in Item 4 of this Amendment No. 2.
Item 4. Purpose of the Transaction
Item 4 is hereby supplemented as follows:
On September 30, 2015, the unitholders of the Issuer approved the Agreement and Plan of Merger (the “Merger Agreement”) by and among Crestwood Equity Partners LP (“CEQP”), Crestwood Equity GP LLC (“Equity GP”), CEQP ST SUB LLC (“MergerCo”), MGP GP, LLC (“MGP GP”), Crestwood Midstream Holdings LP (“Midstream Holdings”), the Issuer, Crestwood Midstream GP LLC (“Midstream GP”) and Crestwood Gas Services GP LLC (“CMLP GP”). The merger pursuant to the Merger Agreement (the “Merger”) was consummated on September 30, 2015, and MergerCo, MGP GP and Midstream Holdings merged with and into the Issuer and the Issuer survived and continued to exist as a Delaware limited partnership. As a result of the Merger, (i) each Common Unit issued and outstanding immediately prior to the effective time of the Merger (other than Common Units held by CEQP, CMLP GP or their respective subsidiaries, if any) was converted into the right to receive 2.7500 common units of CEQP and (ii) each preferred unit of the Issuer issued and outstanding immediately prior to the effective time of the Merger (other than preferred units of the Issuer held by CEQP or its subsidiaries, if any) was converted into the right to receive 2.7500 preferred units of CEQP. Further, immediately following the effective time of the Merger, CEQP contributed 100% of the equity interests of Crestwood Operations LLC to the Issuer in exchange for additional limited partner interests in the Issuer, such that following the Merger and the related transactions provided for in the Merger Agreement, Midstream GP became a direct, wholly-owned subsidiary of CEQP and continues to be the sole general partner of the Issuer. CEQP and CMLP GP now own a 99.9% limited partner interest and a 0.1% limited partner interest, respectively, in the Issuer, as the surviving entity of the Merger.
Following consummation of the Merger, (i) the Common Units will be delisted from the New York Stock Exchange and deregistered pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934 (the “Exchange Act”) and (ii) the partnership agreement of the Issuer was amended and restated.
Item 5. Interest in Securities of the Issuer
Items 5 (a), (b), (c) and (e) of the Schedule 13D are hereby amended and restated in their entirety to read as follows:
(a) and (b) The information contained on the cover pages of this Schedule 13D is incorporated herein by reference. None of the Reporting Persons (other than CEQP and CMLP GP), nor any of the Listed Persons, directly or beneficially own any Common Units. Because the registration of the Common Units will be terminated, Common Units held by CEQP and CMLP will no longer be subject to reporting under Section 13(d) of the Exchange Act.
(c) Except as described herein, none of the Reporting Persons, nor any of the Listed Persons, has engaged in any transaction during the past 60 days in any Common Units.
(e) As described herein, at the effective time of the Merger, the Reporting Persons (other than CEQP and CMLP GP), and each of the Listed Persons, ceased to beneficially own any Common Units. Because the registration of the Common Units will be terminated, Common Units held by CEQP and CMLP will no longer be subject to reporting under Section 13(d) of the Exchange Act.
[Signature Pages Follow]
18
SIGNATURES
After reasonable inquiry and to the best knowledge and belief of each of the undersigned, each of the undersigned certifies that the information set forth in this statement with respect to such person is true, complete and correct.
Dated: September 30, 2015
| | |
CRESTWOOD GAS SERVICES HOLDINGS LLC |
| |
By: | | /s/ Joel C. Lambert |
| | Name: Joel C. Lambert |
| | Title: Senior Vice President |
|
CRESTWOOD HOLDINGS LLC |
| |
By: | | /s/ Joel C. Lambert |
| | Name: Joel C. Lambert |
| | Title: Senior Vice President |
|
CRESTWOOD HOLDINGS II LLC |
| |
By: | | /s/ Joel C. Lambert |
| | Name: Joel C. Lambert |
| | Title: Senior Vice President |
|
CRESTWOOD HOLDINGS PARTNERS, LLC |
| |
By: | | /s/ Joel C. Lambert |
| | Name: Joel C. Lambert |
| | Title: Senior Vice President |
|
CRESTWOOD GAS SERVICES GP, LLC |
| |
By: | | /s/ Joel C. Lambert |
| | Name: Joel C. Lambert |
| | Title: Senior Vice President |
[Signature Page to Schedule 13D]
| | |
CRESTWOOD MIDSTREAM GP LLC |
| |
By: | | /s/ Joel C. Lambert |
| | Name: Joel C. Lambert |
| | Title: Senior Vice President |
|
CRESTWOOD MIDSTREAM HOLDINGS LP |
|
By: MGP GP LLC, its general partner |
| |
By: | | /s/ Joel C. Lambert |
| | Name: Joel C. Lambert |
| | Title: Senior Vice President |
|
MGP GP LLC |
| |
By: | | /s/ Joel C. Lambert |
| | Name: Joel C. Lambert |
| | Title: Senior Vice President |
|
CRESTWOOD EQUITY PARTNERS LP |
| |
By: | | Crestwood Equity GP LLC, its general partner |
| |
By: | | /s/ Joel C. Lambert |
| | Name: Joel C. Lambert |
| | Title: Senior Vice President |
|
CRESTWOOD EQUITY GP LLC |
| |
By: | | /s/ Joel C. Lambert |
| | Name: Joel C. Lambert |
| | Title: Senior Vice President |
|
CRESTWOOD HOLDINGS LP |
| |
By: | | Crestwood Holdings LLC, its general partner |
| |
By: | | /s/ Joel C. Lambert |
| | Name: Joel C. Lambert |
| | Title: Senior Vice President |
[Signature Page to Schedule 13D]
| | |
FR XI CMP HOLDINGS LLC |
| |
By: | | First Reserve GP XI, L.P., its managing member |
| |
By: | | First Reserve GP XI, Inc., its general partner |
| |
By: | | /s/ Michael France |
| | Name: Michael France |
| | Title: Managing Director |
|
FR MIDSTREAM HOLDINGS LLC |
| |
By: | | First Reserve GP XI, L.P., its managing member |
| |
By: | | First Reserve GP XI, Inc., its general partner |
| |
By: | | /s/ Michael France |
| | Name: Michael France |
| | Title: Managing Director |
|
FIRST RESERVE GP XI, L.P. |
| |
By: | | First Reserve GP XI, Inc., its general partner |
| |
By: | | /s/ Michael France |
| | Name: Michael France |
| | Title: Managing Director |
|
FIRST RESERVE GP XI, INC. |
| |
By: | | /s/ Michael France |
| | Name: Michael France |
| | Title: Managing Director |
|
WILLIAM E. MACAULAY |
| |
By: | | /s/ Anne E. Gold |
| | Name: Anne E. Gold |
| | Title: Attorney-in-fact |
[Signature Page to Schedule 13D]