SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 7 to
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Crestwood Midstream Partners LP
(Name of Issuer)
Common Units Representing Limited Partner Interests
(Title of Class of Securities)
226372100
(CUSIP Number)
Steven M. Dougherty
700 Louisiana Street, Suite 2060
Houston, TX 77002
(832) 519-2200
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
October 4, 2013
(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).
| 12 | ||||
| Item 4. Purpose of the Transaction | 12 | |||
| Item 5. Interest in Securities of the Issuer | 12 | |||
2
| CUSIP No. 226372100 |
| 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, BK | |||||
| 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% | |||||
| 14 | TYPE OF REPORTING PERSON
OO | |||||
3
| CUSIP No. 226372100 |
| 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, BK | |||||
| 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% | |||||
| 14 | TYPE OF REPORTING PERSON
OO | |||||
4
| CUSIP No. 226372100 |
| 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, BK | |||||
| 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% | |||||
| 14 | TYPE OF REPORTING PERSON
OO | |||||
5
| CUSIP No. 226372100 |
| 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, BK | |||||
| 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% | |||||
| 14 | TYPE OF REPORTING PERSON
OO | |||||
6
| CUSIP No. 226372100 |
| 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, BK | |||||
| 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% | |||||
| 14 | TYPE OF REPORTING PERSON
OO | |||||
7
| CUSIP No. 226372100 |
| 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, BK | |||||
| 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% | |||||
| 14 | TYPE OF REPORTING PERSON
OO | |||||
8
| CUSIP No. 226372100 |
| 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, BK | |||||
| 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% | |||||
| 14 | TYPE OF REPORTING PERSON
PN | |||||
9
| CUSIP No. 226372100 |
| 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, BK | |||||
| 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% | |||||
| 14 | TYPE OF REPORTING PERSON
CO | |||||
10
| CUSIP No. 226372100 |
| 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, BK | |||||
| 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% | |||||
| 14 | TYPE OF REPORTING PERSON
IN | |||||
11
This Amendment No. 7 to Schedule 13D is filed by the Reporting Persons as an amendment to the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on October 12, 2010, as amended by Amendment No. 1 filed with the SEC on November 2, 2010, Amendment No. 2 filed with the SEC on January 13, 2011, Amendment No. 3 filed with the SEC on May 31, 2011, Amendment No. 4 filed with the SEC on August 29, 2012, Amendment No. 5 filed with the SEC on April 1, 2013, and Amendment No. 6 filed with the SEC on May 10, 2013 (as so amended, the “Schedule 13D”). This Amendment relates to common units representing limited partner interests (the “Common Units”) and Class D units representing limited partner interests (the “Class D Units”) of Crestwood Midstream Partners LP, a Delaware limited partnership (the “Issuer”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule 13D.
Item 2. Identity and Background
Item 2 of the Schedule 13D is hereby amended to incorporate by reference the information set forth in Item 4 of this Amendment No. 7.
Item 4. Purpose of the Transaction
Item 4 of the Schedule 13D is hereby amended to add the following information:
On October 4, 2013 the unitholders of the Issuer approved the Agreement and Plan of Merger (the “Merger Agreement”), dated as of May 5, 2013, entered into by the Issuer, Crestwood Gas Services GP LLC (the “General Partner”), Crestwood Holdings LLC, a Delaware limited liability company (“Crestwood Holdings”), Inergy, L.P., a Delaware limited partnership, Inergy Midstream, L.P., a Delaware limited partnership (“NRGM”), NRGM GP, LLC, a Delaware limited liability company and Intrepid Merger Sub, LLC, a Delaware limited liability company and wholly-owned subsidiary of NRGM (“Merger Sub”). Pursuant to the Merger Agreement, Merger Sub merged with and into the Issuer, the separate existence of Merger Sub ceased and the Issuer survived and continued to exist as a Delaware limited partnership (the “Merger”). The Merger pursuant to the Merger Agreement was consummated on October 7, 2013 (the “Effective Time”). As a result of the Merger, (i) each Common Unit and Class D Unit that was held by Crestwood Holdings, Gas Services Holdings and the General Partner (each, a “Crestwood Holder”) converted into the right to receive 1.0700 new common units (“NRGM Common Units”) of NRGM (the “Unit Consideration”), (ii) each Common Unit that was held by any person other than a Crestwood Holder converted into the right to receive the Unit Consideration and $1.03 in cash and (iii) the general partnership interest and the incentive distribution rights in the Issuer owned by the General Partner were cancelled and a newly formed wholly-owned subsidiary of NRGM (the “New Issuer GP”) was admitted as the sole general partner of the Issuer. Immediately following the Effective Time, the Issuer and New Issuer GP merged with and into NRGM, the separate existence of the Issuer ceased and NRGM survived and continued to exist as a Delaware limited partnership with the name “Crestwood Midstream Partners LP.”
Following consummation of the Merger, the Common Units were delisted from the New York Stock Exchange and became eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934.
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, nor any of the Listed Persons, directly or beneficially own any Common Units or Class D Units.
12
(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, the Reporting Persons, and each of the Listed Persons, ceased to beneficially own any Common Units.
[Signature Page Follows]
13
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: October 7, 2013
| Crestwood Gas Services Holdings LLC | ||
| By: | /s/ Kelly J. Jameson | |
| Name: Kelly J. Jameson | ||
| 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 | ||
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 | ||
14
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 | ||
/s/ Anne E. Gold as attorney-in-fact for William E. Macaulay | ||
| William E. Macaulay | ||
15
