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): January 6, 2021
CRESTWOOD MIDSTREAM PARTNERS LP
(Exact name of registrant as specified in its charter)
Delaware | 001-35377 | 20-1647837 | ||
(State of Incorporation or Organization) | (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 or to be registered pursuant to Section 12(b) of the Act.
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
NONE | NONE | NONE |
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 7.01 | Regulation FD Disclosure |
Tender Offer
On January 6, 2021, Crestwood Midstream Partners LP (the “Partnership”) issued a press release announcing the commencement of an offer to purchase for cash (the “Tender Offer”) any and all of its outstanding 6.25% Senior Notes due 2023. The terms and conditions of the Tender Offer are described in an Offer to Purchase, dated January 6, 2021, and Notice of Guaranteed Delivery relating thereto. A copy of the press release is furnished as Exhibit 99.1 hereto and incorporated by reference herein.
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 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 report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.
Item 8.01 | Other Events |
Notes Offering
On January 6, 2021, the Partnership issued a press release announcing that it intends to offer $700 million aggregate principal amount of Senior Notes due 2029 (the “Notes Offering”). A copy of the press release is attached hereto as Exhibit 99.2 and incorporated by reference herein. In connection with the Notes Offering, the Partnership disclosed updated business and risk factor information contained in Exhibit 99.3, which is incorporated by reference herein.
Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits.
Exhibit | Description | |
99.1 | Press Release dated January 6, 2021, announcing commencement of the Tender Offer | |
99.2 | Press Release dated January 6, 2021, announcing the launch of the Notes Offering | |
99.3 | Supplemental Information | |
104 | Cover Page Interactive Data File (embedded within Inline XBRL document) |
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 | |
By: | /s/ Michael K. Post | |
Michael K. Post | ||
Vice President, Associate General Counsel and Corporate Secretary |
Dated: January 6, 2021