As filed with the Securities and Exchange Commission on October 7, 2013
| Registration No. 333-145326 | Registration No. 333-162928 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-145326
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-162928
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Crestwood Midstream Partners LP
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 56-2639586 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) | |
| 700 Louisiana Street, Suite 2060, Houston, Texas | 77002 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
2007 Equity Plan
First Amended and Restated 2007 Equity Plan
(Full Titles of Plans)
Robert G. Phillips
Crestwood Midstream Partners LP
700 Louisiana Street, Suite 2060
(Name and Address of Agent For Service)
(832) 519-2200
(Telephone Number, Including Area Code, of Agent For Service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | x | Accelerated filer | ¨ | |||
| Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | ¨ | |||
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment (the “Amendment”) relates to the following Registration Statements on Form S-8 (collectively, the “Registration Statements”) (note that the share numbers listed below do not take into account corporate actions, such as stock splits, taken in the interim):
| • | Registration Statement 333-145326 registering 750,000 common units of Crestwood Midstream Partners LP for the 2007 Equity Plan. |
| • | Registration Statement 333-162928 registering 535,498 common units of Crestwood Midstream Partners LP for the First Amended and Restated 2007 Equity Plan. |
On October 4, 2013, the unitholders of Crestwood Midstream Partners LP (“Crestwood”) approved the Agreement and Plan of Merger (the “Merger Agreement”), dated as of May 5, 2013, by and among Inergy Midstream, L.P. (“NRGM”), NRGM GP, LLC, Intrepid Merger Sub, LLC (“Merger Sub”), Inergy, L.P., Crestwood and Crestwood Gas Services GP (“CMLP GP”), pursuant to which, Merger Sub merged with and into Crestwood (the “Merger”), with Crestwood surviving the merger as a subsidiary of NRGM. Pursuant to the terms and conditions of the Merger Agreement, on October 7, 2013, at the effective time of the Merger, each (i) common unit and Class D unit of Crestwood that was held by Crestwood Holdings LLC (“Crestwood Holdings”), Crestwood Gas Services Holdings LLC (“Gas Services Holdings”) and CMLP GP, was converted into the right to receive 1.07 new common units representing limited partner interests of NRGM (the “Unit Consideration”) and (ii) issued and outstanding common unit, restricted unit and phantom unit of Crestwood held by any person, other than Crestwood Holdings, Crestwood Gas Services Holdings or CMLP GP, converted into the right to receive $1.03 in cash and the Unit Consideration.
As a result of the Merger, Crestwood has terminated any offering of Crestwood’s securities pursuant to the Registration Statements. In accordance with an undertaking made by Crestwood in Part II of each of the Registration Statements to remove from registration, by means of a post-effective amendment, any of the securities that had been registered for issuance that remain unsold at the termination of the offering, Crestwood hereby removes from registration all of such securities of Crestwood registered but unsold under the Registration Statements, if any.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on this 7th day of October, 2013.
| CRESTWOOD MIDSTREAM PARTNERS LP | ||
| By: Crestwood Midstream GP LLC, its general partner | ||
| By: | /s/ Robert G. Phillips | |
| Name: | Robert G. Phillips | |
| Title: | President & Chief Executive Officer | |
