UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 2, 2022 (July 11, 2022)
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 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. ☐
Introductory Note
Acquisition
As reported in a Current Report on Form 8-K filed with the Securities and Exchange Commission on July 15, 2022 (the “Original Form 8-K”) by Crestwood Midstream Partners LP, a Delaware limited partnership (“CMLP”), on July 11, 2022, CMLP, a wholly owned subsidiary of Crestwood Equity Partners LP, a Delaware limited partnership (the “Partnership”), and Crestwood Sendero GP LLC, a Delaware limited liability company (together with CMLP, the “Buyers”) and wholly owned subsidiary of CMLP, completed their acquisition (the “Sendero Acquisition”) of Sendero Midstream Partners LP (“Sendero”) for approximately $600 million in cash, subject to certain adjustments, pursuant to the Purchase Agreement, dated as of May 25, 2022, by and among (i) the Buyers, (ii) the Partnership, as the guarantor and indirect owner of the Buyers, (iii) Sendero, (iv) Energy Capital Partners III, LP, a Delaware limited partnership, (v) Energy Capital Partners III-A, LP, a Delaware limited partnership, (vi) Energy Capital Partners III-B (Sendero IP), LP, a Delaware limited partnership, (vii) Energy Capital Partners III-C (Sendero IP), LP, a Delaware limited partnership, (viii) Carlsbad Co-Invest, LP, a Delaware limited partnership, (ix) ECP III (Sendero Co-Invest) Corp, a Delaware corporation, (x) Sendero Midstream Management, LLC, a Delaware limited liability company, and (xi) Sendero Midstream GP, LLC, a Delaware limited liability company and the general partner of Sendero.
Capitalized terms used but not defined herein will have the meanings assigned to such terms in the Original Form 8-K. This Current Report on Form 8-K/A (this “Amendment”) amends and supplements the Original Form 8-K to provide the following:
| • | the unaudited financial statements of Sendero (for the period described in Item 9.01(a) below) and the notes thereto; |
| • | the audited financial statements of Sendero (for the period described in Item 9.01(a) below), the notes thereto and the Report of Independent Auditors; and |
| • | the unaudited pro forma condensed consolidated combined financial information described in Item 9.01(b) below. |
No other modifications to the Original Form 8-K are being made by this Amendment. This Amendment should be read in connection with the Original Form 8-K, which provides a more complete description of the Acquisitions.
Item 8.01 Other Information
On July 11, 2022, the Partnership completed its acquisition (the “CPJV Acquisition” and together with the Sendero Acquisition, the “Acquisitions”) of the remaining 50% interest (the “Acquired JV Interest”) in Crestwood Permian Basin Holdings LLC (“CPJV”) from FR XIII Crestwood Permian Basin Holdings LLC, a Delaware limited liability company (“First Reserve”), for 11,275,546 common units of the Partnership, pursuant to the Contribution Agreement, dated as of May 25, 2022, by and among the Partnership and First Reserve. The Partnership subsequently effected a series of internal contributions such that the Acquired JV Interest was ultimately contributed to a wholly owned subsidiary of CMLP.
CMLP is supplementally providing the unaudited financial statements of CPJV as of and for the six months ended June 30, 2022, and the audited financial statements, the notes thereto and the Report of Independent Auditors of CPJV as of and for the year ended December 31, 2021, attached as Exhibits 99.4 and 99.5, respectively, hereto. Additionally, the unaudited pro forma condensed consolidated combined financial information as of and for the six months ended June 30, 2022 and for the year ended December 31, 2021 described in Item 9.01(b) below also supplementally give effect to the CPJV Acquisition.
On February 1, 2022, the Partnership completed the transactions contemplated by that certain Agreement and Plan of Merger (the “OMP Merger Agreement”), dated as of October 25, 2021, by and among the Partnership, Project Falcon Merger Sub LLC, a Delaware limited liability company and direct wholly owned subsidiary of the Partnership (“Merger Sub”), Project Phantom Merger Sub LLC, a Delaware limited liability company and direct wholly owned subsidiary of the Partnership (“GP Merger Sub”), Oasis Midstream Partners LP (“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 OMP Merger Agreement, Crestwood Equity GP LLC, whereby (i) Merger Sub merged with and into OMP, with OMP surviving as a subsidiary of the Partnership, and (ii) GP Merger Sub merged with and into the OMP General Partner, with the OMP General Partner surviving as a wholly owned subsidiary of the Partnership (collectively, the “OMP Merger”). The Partnership subsequently effected a series of internal transactions such that, following the OMP Merger, (i) OMP and OMP General Partner merged with and into CMLP, with CMLP surviving, and (ii) OMP Finance Corp., a Delaware corporation, merged with and into Crestwood Midstream Finance Corp., a Delaware corporation and wholly owned subsidiary of CMLP, with Crestwood Midstream Finance Corp. surviving.
CMLP is supplementally providing the audited financial statements, the notes thereto and the Report of Independent Auditors of OMP as of and for the years ended December 31, 2021 and 2020, attached as Exhibit 99.6 hereto. Additionally, the unaudited pro forma condensed consolidated combined financial information as of and for the six months ended June 30, 2022 and the year ended December 31, 2021 described in Item 9.01(b) below also supplementally give effect to the OMP Merger.
Item 9.01 Financial Statements and Exhibits
(a) Financial Statements of Business Acquired.
| • | Unaudited financial statements of Sendero as of June 30, 2022 and for the six months ended June 30, 2022, and the related notes to the financial statements, attached as Exhibit 99.2 hereto; and |
| • | Audited financial statements of Sendero as of and for the year ended December 31, 2021, and the related notes to the financial statements, attached as Exhibit 99.3 hereto. |
(b) Pro Forma Financial Information.
The following unaudited pro forma condensed consolidated combined financial information of CMLP as of and for the six months ended June 30, 2022 and the year ended December 31, 2021 attached as Exhibit 99.1 hereto:
| • | Unaudited Pro Forma Condensed Consolidated Combined Balance Sheet as of June 30, 2022; |
| • | Unaudited Pro Forma Condensed Consolidated Combined Statement of Operations for the Six Months Ended June 30, 2022; |
| • | Unaudited Pro Forma Condensed Consolidated Combined Statement of Operations for the Year Ended December 31, 2021; and |
| • | Notes to Unaudited Pro Forma Condensed Consolidated Combined Financial Statements. |
(d) Exhibits.
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/ Steven Dougherty | |
| Steven Dougherty | ||
| Executive Vice President and Chief Accounting Officer | ||
Dated: September 2, 2022
