| Item 1.01 | Entry into a Material Definitive Agreement. |
The information set forth in Item 2.03 of this Current Report on Form 8-K is incorporated herein by reference into this Item 1.01.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
On February 1, 2022, Crestwood Equity Partners LP, a Delaware limited partnership (“CEQP”), completed the transactions contemplated by that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of October 25, 2021, by and among CEQP, Project Falcon Merger Sub LLC, a Delaware limited liability company and direct wholly owned subsidiary of CEQP (“Merger Sub”), Project Phantom Merger Sub LLC, a Delaware limited liability company and direct wholly owned subsidiary of CEQP (“GP Merger Sub”), Oasis Midstream Partners LP, a Delaware limited partnership (“OMP”), OMP GP LLC, a Delaware limited liability company and the general partner of OMP (the “OMP General Partner”), and, solely for the purposes of Section 2.1(a)(i) of the Merger Agreement, Crestwood Equity GP LLC, a Delaware limited liability company and the general partner of CEQP (“CEQP GP”). Upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub merged with and into OMP (the “LP Merger”), with OMP surviving the LP Merger as a subsidiary of CEQP, and GP Merger Sub merged with and into the OMP General Partner (the “GP Merger” and, together with the LP Merger, the “Mergers”), with the OMP General Partner surviving the GP Merger as a wholly owned subsidiary of CEQP.
Following the consummation of the LP Merger, on the Closing Date, (i) OMP merged with and into Crestwood Midstream Partners LP, a Delaware limited partnership and wholly owned subsidiary of CEQP (“CMLP”), with CMLP surviving the merger as the surviving partnership and (ii) OMP Finance Corp., a Delaware corporation (“OMP Finance”), merged with and into Crestwood Midstream Finance Corp., a Delaware corporation and wholly owned subsidiary of CMLP (“Crestwood Finance” and together with CMLP, the “Issuers”) (the “Second Mergers”). As of the effective time of the Second Mergers, CMLP, as the surviving partnership, (i) assumed all of OMP’s obligations under its 8.000% Senior Notes due 2029 (“OMP Senior Notes”) and the Indenture, dated as of March 30, 2021 (the “OMP Indenture”), by and among OMP, OMP Finance, the guarantors named therein and Regions Bank, as Trustee (the “Trustee”), (ii) entered into a First Supplemental Indenture to the OMP Indenture (the “First Supplemental Indenture”), by and among CMLP, as successor issuer to OMP, Crestwood Finance, as successor issuer to OMP Finance, the guarantors party thereto and the Trustee, (iii) with regard to the Indenture, dated as of March 14, 2017 (as amended and supplemented, the “2025 Notes Indenture”), among the Issuers, the guarantors party thereto and U.S. Bank National Association, a national banking association, as trustee (the “Predecessor CMLP Trustee”), entered into a Fourth Supplemental Indenture to the 2025 Notes Indenture (the “2025 Notes Supplemental Indenture”), among the Issuers, the guarantors named herein and U.S. Bank Trust Company, National Association, as successor in interest to the Predecessor CMLP Trustee (the “CMLP Trustee”), (iv) with regard to the Indenture, dated as of April 15, 2019, (the “2027 Notes Indenture”), among the Issuers, the guarantors party thereto and the Predecessor CMLP Trustee, entered into a First Supplemental Indenture to the 2027 Notes Indenture (the “2027 Notes Supplemental Indenture”), among the Issuers, the guarantors named therein and the CMLP Trustee and (v) with regard to the Indenture, dated as of January 21, 2021 (the “2029 Notes Indenture”), among the Issuers, the guarantors party thereto and the Predecessor CMLP Trustee, entered into a First Supplemental Indenture to the 2029 Notes Indenture (the “2029 Notes Supplemental Indenture”), among the Issuers, the guarantors named therein and the CMLP Trustee.
Pursuant to the First Supplemental Indenture, (i) the Issuers assumed all of OMP and OMP Finance’s respective obligations under the OMP Senior Notes and the OMP Indenture and (ii) added certain guarantors named in the First Supplemental Indenture. Pursuant to each of the 2025 Notes Supplemental Indenture, the 2027 Notes Supplemental Indenture and the 2029 Notes Supplemental Indenture, the parties thereto added certain guarantors named therein to each of the 2025 Notes Indenture, the 2027 Notes Indenture and the 2029 Notes Indenture, respectively.
Pursuant to the OMP Indenture, as supplemented by the First Supplemental Indenture (the “Indenture”), interest on the OMP Notes accrues at a rate of 8.000% per annum on the outstanding principal amount thereof from March 30, 2021, payable semi-annually on April 1 and October 1 of each year. The OMP Notes will mature on April 1, 2029.
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