As filed with the Securities and Exchange Commission on April 12, 2016
RegistrationNo. 333-210000
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CRESTWOOD MIDSTREAM PARTNERS LP*
CRESTWOOD MIDSTREAM FINANCE CORP.
(Exact name of registrant as specified in its charter)
Delaware Delaware | 4922 4922 | 20-1647837 46-1429970 | ||
(State or other jurisdiction of incorporation) | (Primary Standard Industrial Classification Code Number) | (IRS Employer Identification No.) |
700 Louisiana Street, Suite 2550
Houston, Texas 77002
(832)519-2200
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Robert T. Halpin
700 Louisiana, Suite 2550
Houston, Texas 77002
(832)-519-2200
(Name, address, including zip code, and telephone number, including area code, of agent for service)
With a copy to:
Gillian A. Hobson
Vinson & Elkins L.L.P.
1001 Fannin, Suite 2500
Houston, Texas 77002
(713) 758-2222
Approximate date of commencement of proposed exchange offer: As soon as practicable after this Registration Statement is declared effective.
If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, please check the following box. ¨
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
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 Rule12b-2 of the Exchange Act. (Check one):
| Large accelerated filer | ¨ | Accelerated filer | x | |||
| Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | ¨ | |||
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule13e-4(i) (Cross-Border Company Tender Offer) ¨
Exchange Act Rule14d-1(d) (Cross Border Third-Party Tender Offer) ¨
The Registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrants shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
| * | Includes certain subsidiaries of Crestwood Midstream Partners LP identified on the following page. |
Table of Additional Registrants
Additional Registrants (as Guarantors of 6.25% Senior Notes due 2023)
Exact Name of Registrant as Specified in its Charter (or Other Organizational Document) | State or Other | I.R.S. | Address, Including Zip Code, and Code, | |||
Arlington Storage Company, LLC | Delaware | 26-1179687 | 700 Louisiana Street, Suite 2550 Houston, Texas 77002 | |||
Arrow Field Services, LLC | Delaware | 27-0472066 | 700 Louisiana Street, Suite 2550 Houston, Texas 77002 | |||
Arrow Midstream Holdings, LLC | Delaware | 80-0298512 | 700 Louisiana Street, Suite 2550 Houston, Texas 77002 | |||
Arrow Pipeline, LLC | Delaware | 94-3454611 | 700 Louisiana Street, Suite 2550 Houston, Texas 77002 | |||
Arrow Water, LLC | Delaware | 27-1000169 | 700 Louisiana Street, Suite 2550 Houston, Texas 77002 | |||
CMLP Tres Manager LLC | Delaware | 47-2136466 | 700 Louisiana Street, Suite 2550 Houston, Texas 77002 | |||
CMLP Tres Operator LLC | Delaware | 47-2136725 | 700 Louisiana Street, Suite 2550 Houston, Texas 77002 | |||
Cowtown Gas Processing Partners L.P. | Texas | 86-1165664 | 700 Louisiana Street, Suite 2550 Houston, Texas 77002 | |||
Cowtown Pipeline Partners L.P. | Texas | 86-1165661 | 700 Louisiana Street, Suite 2550 Houston, Texas 77002 | |||
Crestwood Appalachia Pipeline LLC | Texas | 45-4102847 | 700 Louisiana Street, Suite 2550 Houston, Texas 77002 | |||
Crestwood Arkansas Pipeline LLC | Texas | 27-5413868 | 700 Louisiana Street, Suite 2550 Houston, Texas 77002 | |||
Crestwood Crude Logistics LLC | Delaware | 30-0585080 | 700 Louisiana Street, Suite 2550 Houston, Texas 77002 | |||
Crestwood Crude Services LLC | Delaware | 46-5595720 | 700 Louisiana Street, Suite 2550 Houston, Texas 77002 | |||
Crestwood Crude Terminals LLC | Delaware | 27-4762190 | 700 Louisiana Street, Suite 2550 Houston, Texas 77002 | |||
Crestwood Crude Transportation LLC | Delaware | 38-3927716 | 700 Louisiana Street, Suite 2550 Houston, Texas 77002 | |||
Crestwood Dakota Pipelines LLC | Delaware | 27-4761975 | 700 Louisiana Street, Suite 2550 Houston, Texas 77002 | |||
Crestwood Gas Marketing LLC | Delaware | 70-620818 | 700 Louisiana Street, Suite 2550 Houston, Texas 77002 | |||
Crestwood Gas Services Operating GP LLC | Delaware | 39-2051802 | 700 Louisiana Street, Suite 2550 Houston, Texas 77002 | |||
Crestwood Gas Services Operating LLC | Delaware | 39-2051803 | 700 Louisiana Street, Suite 2550 Houston, Texas 77002 | |||
Crestwood Marcellus Midstream LLC | Delaware | 45-4623727 | 700 Louisiana Street, Suite 2550 Houston, Texas 77002 |
Exact Name of Registrant as Specified in its Charter (or Other Organizational Document) | State or Other | I.R.S. | Address, Including Zip Code, and Code, | |||
Crestwood Marcellus Pipeline LLC | Delaware | 45-4622133 | 700 Louisiana Street, Suite 2550 Houston, Texas 77002 | |||
Crestwood Midstream Operations LLC | Delaware | 37-1709059 | 700 Louisiana Street, Suite 2550 Houston, Texas 77002 | |||
Crestwood New Mexico Pipeline LLC | Texas | 27-5328296 | 700 Louisiana Street, Suite 2550 Houston, Texas 77002 | |||
Crestwood Ohio Midstream Pipeline LLC | Delaware | 46-2279892 | 700 Louisiana Street, Suite 2550 Houston, Texas 77002 | |||
Crestwood Operations LLC | Delaware | 45-5233794 | 700 Louisiana Street, Suite 2550 Houston, Texas 77002 | |||
Crestwood Panhandle Pipeline LLC | Texas | 27-5413782 | 700 Louisiana Street, Suite 2550 Houston, Texas 77002 | |||
Crestwood Pipeline East LLC | Delaware | 27-1995912 | 700 Louisiana Street, Suite 2550 Houston, Texas 77002 | |||
Crestwood Pipeline LLC | Texas | 27-5413970 | 700 Louisiana Street, Suite 2550 Houston, Texas 77002 | |||
Crestwood Sabine Pipeline LLC | Texas | 26-4566870 | 700 Louisiana Street, Suite 2550 Houston, Texas 77002 | |||
Crestwood Sales & Service Inc. | Delaware | 43-1931522 | 700 Louisiana Street, Suite 2550 Houston, Texas 77002 | |||
Crestwood Services LLC | Delaware | 37-1692565 | 700 Louisiana Street, Suite 2550 Houston, Texas 77002 | |||
Crestwood Storage Inc. | Delaware | 20-3143861 | 700 Louisiana Street, Suite 2550 Houston, Texas 77002 | |||
Crestwood Transportation LLC | Delaware | 43-1905384 | 700 Louisiana Street, Suite 2550 Houston, Texas 77002 | |||
Crestwood West Coast LLC | Delaware | 38-3875473 | 700 Louisiana Street, Suite 2550 Houston, Texas 77002 | |||
E. Marcellus Asset Company, LLC | Delaware | 46-2362188 | 700 Louisiana Street, Suite 2550 Houston, Texas 77002 | |||
Finger Lakes LPG Storage, LLC | Delaware | 20-3143796 | 700 Louisiana Street, Suite 2550 Houston, Texas 77002 | |||
Sabine Treating, LLC | Texas | 27-1183772 | 700 Louisiana Street, Suite 2550 Houston, Texas 77002 | |||
Stagecoach Pipeline & Storage Company LLC | New York | 76-0519844 | 700 Louisiana Street, Suite 2550 Houston, Texas 77002 | |||
Stellar Propane Service, LLC | Delaware | 86-1123848 | 700 Louisiana Street, Suite 2550 Houston, Texas 77002 | |||
US Salt, LLC | Delaware | 59-3525498 | 700 Louisiana Street, Suite 2550 Houston, Texas 77002 |
Explanatory Note
The Registrants are filing this Amendment No. 1 (the “Amendment”) to the Registration Statement on Form S-4 (Registration Statement No. 333-210000), originally filed on March 7, 2016 (the “Registration Statement”), as an exhibit-only filing to file the opinion of Vinson & Elkins L.L.P. (the “Opinion”) filed herewith as Exhibit 5.1 in order to update the Opinion originally filed with the Registration Statement. Accordingly, the Amendment consists only of the facing page, this explanatory note, Item 21 of Part II of the Registration Statement, the signature pages to the Registration Statement, the exhibit index and the Opinion filed herewith as Exhibit 5.1. The prospectus and the balance of Part II of the Registration Statement are unchanged and have been omitted.
| Item 21. | Exhibits and Financial Statement Schedules. |
The exhibits required to be filed pursuant to the requirements of Item 601 of Regulation S-K are set forth in the Index to Exhibits accompanying this registration statement.
II-1
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned registrant has duly caused this Registration Statement on FormS-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on the 12th day of April, 2016.
| CRESTWOOD MIDSTREAM PARTNERS LP | ||
| By: | Crestwood Midstream GP LLC, | |
| its general partner | ||
| By: | /s/ Robert Halpin | |
| Robert Halpin | ||
| Senior Vice President and Chief Financial Officer | ||
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-4 has been signed by the following persons in the capacities indicated on the 12th day of April, 2016.
Name | Title | |
* | President, Chief Executive Officer and Director of | |
| Robert G. Phillips | Crestwood Midstream GP LLC | |
| (Principal Executive Officer) | ||
/s/ Robert Halpin | Senior Vice President and Chief Financial Officer | |
| Robert Halpin | of Crestwood Midstream GP LLC | |
| (Principal Financial Officer) | ||
* | Senior Vice President and Chief Accounting Officer | |
| Steven M. Dougherty | of Crestwood Midstream GP LLC | |
| (Principal Accounting Officer) | ||
| *By: | /s/ Robert Halpin | |
| Robert Halpin | ||
| Attorney-in-Fact |
II-2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned registrant has duly caused this Registration Statement on FormS-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on the 12th day of April, 2016.
| CRESTWOOD MIDSTREAM FINANCE CORP. | ||
| By: | /s/ Robert Halpin | |
| Robert Halpin | ||
| Senior Vice President and Chief Financial Officer | ||
Power of Attorney
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-4 has been signed by the following persons in the capacities indicated on the 12th day of April, 2016.
Name | Title | |
* | President, Chief Executive Officer | |
| Robert G. Phillips | (Principal Executive Officer) | |
/s/ Robert Halpin | Senior Vice President and Chief Financial Officer | |
| Robert Halpin | (Principal Financial Officer) | |
* | Senior Vice President and Chief Accounting Officer | |
| Steven M. Dougherty | (Principal Accounting Officer) | |
| *By: | /s/ Robert Halpin | |
| Robert Halpin | ||
| Attorney-in-Fact |
II-3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, each undersigned registrant has duly caused this Registration Statement on FormS-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on the 12th day of April, 2016.
| ARLINGTON STORAGE COMPANY, LLC | ||
| ARROW FIELD SERVICES, LLC | ||
| ARROW MIDSTREAM HOLDINGS, LLC | ||
| ARROW PIPELINE, LLC | ||
| ARROW WATER, LLC | ||
| CMLP TRES MANAGER LLC | ||
| CMLP TRES OPERATOR LLC | ||
| COWTOWN GAS PROCESSING PARTNERS L.P. | ||
| COWTOWN PIPELINE PARTNERS L.P. | ||
| CRESTWOOD APPALACHIA PIPELINE LLC | ||
| CRESTWOOD ARKANSAS PIPELINE LLC | ||
| CRESTWOOD CRUDE LOGISTICS LLC | ||
| CRESTWOOD CRUDE SERVICES LLC | ||
| CRESTWOOD CRUDE TERMINALS LLC | ||
| CRESTWOOD CRUDE TRANSPORTATION LLC | ||
| CRESTWOOD DAKOTA PIPELINES LLC | ||
| CRESTWOOD GAS MARKETING LLC | ||
| CRESTWOOD GAS SERVICES OPERATING GP LLC | ||
| CRESTWOOD GAS SERVICES OPERATING LLC | ||
| CRESTWOOD MARCELLUS MIDSTREAM LLC | ||
| CRESTWOOD MARCELLUS PIPELINE LLC | ||
| CRESTWOOD MIDSTREAM OPERATIONS LLC | ||
| CRESTWOOD NEW MEXICO PIPELINE LLC | ||
| CRESTWOOD OHIO MIDSTREAM PIPELINE LLC | ||
| CRESTWOOD OPERATIONS LLC | ||
| CRESTWOOD PANHANDLE PIPELINE LLC | ||
| CRESTWOOD PIPELINE EAST LLC | ||
| CRESTWOOD PIPELINE LLC | ||
| CRESTWOOD SABINE PIPELINE LLC | ||
| CRESTWOOD SALES & SERVICES INC. | ||
| CRESTWOOD SERVICES LLC | ||
| CRESTWOOD STORAGE INC. | ||
| CRESTWOOD TRANSPORTATION LLC | ||
| CRESTWOOD WEST COAST LLC | ||
| E. MARCELLUS ASSET COMPANY, LLC | ||
| FINGER LAKES LPG STORAGE, LLC | ||
| SABINE TREATING, LLC | ||
| STAGECOACH PIPELINE & STORAGE COMPANY LLC | ||
| STELLAR PROPANE SERVICE, LLC | ||
| US SALT, LLC |
| By: | /s/ Robert Halpin | |||
| Robert Halpin | ||||
| Senior Vice President and Chief Financial Officer |
II-4
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-4 has been signed by the following persons in the capacities indicated on the 12th day of April, 2016.
Name | Title | |
* | President, Chief Executive Officer | |
| Robert G. Phillips | (Principal Executive Officer) | |
/s/ Robert Halpin | Senior Vice President and Chief Financial Officer | |
| Robert Halpin | (Principal Financial Officer) | |
* | Senior Vice President and Chief Accounting Officer | |
| Steven M. Dougherty | (Principal Accounting Officer) | |
| *By: | /s/ Robert Halpin | |
| Robert Halpin | ||
| Attorney-in-Fact |
II-5
Index to Exhibits
Exhibit | Description | |
| 2.1 | Agreement and Plan of Merger, dated as of May 5, 2015, by and among Crestwood Equity Partners LP, Crestwood Equity GP LLC, CEQP ST SUB LLC, MGP GP, LLC, Crestwood Midstream Holdings LP, Crestwood Midstream Partners LP, Crestwood Midstream GP LLC and Crestwood Gas Services GP LLC (incorporated by reference to Exhibit 2.1 to Form 8-K filed May 6, 2015). | |
| 4.1 | Indenture, dated as of March 23, 2015, among Crestwood Midstream Partners LP, Crestwood Midstream Finance Corp., the guarantors named therein and U.S. Bank National Association, as trustee (incorporated herein by reference to Exhibit 4.1 to CMLP’s Form 8-K filed on March 26, 2015). | |
| 4.2 | Registration Rights Agreement, dated as of March 23, 2015, by and among Crestwood Midstream Partners LP, Crestwood Midstream Finance Corp., the guarantors named therein and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representative of the several initial purchasers, with respect to the 6.25% Senior Notes due 2023 (incorporated herein by reference to Exhibit 4.3 to CMLP’s Form 8-K filed on March 26, 2015). | |
| 4.3 | Form of 6.25% Senior Note due 2023 (included in Exhibit 4.1). | |
| 4.4 | Supplemental Indenture, dated as of March 4, 2016, among Crestwood Midstream Partners LP, Crestwood Midstream Finance Corp., the guarantors named therein and U.S. Bank National Association, as trustee (incorporated herein by reference to Exhibit 4.3 to CMLP’s Form 8-K filed on March 7, 2016). | |
| 5.1* | Opinion of Vinson & Elkins L.L.P. | |
| 12.1** | Computation of ratio of earnings to fixed charges | |
| 21.1** | List of subsidiaries of Crestwood Midstream Partners LP | |
| 23.1** | Consent of Ernst & Young LLP | |
| 23.2* | Consent of Vinson & Elkins L.L.P. (contained in Exhibit 5.1) | |
| 24.1** | Powers of Attorney | |
| 25.1** | Statement of Eligibility on FormT-1 of U.S. Bank National Association | |
| 99.1** | Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees | |
| 99.2** | Form of Letter to Clients | |
| 99.3** | Form of Notice of Guaranteed Delivery | |
| * | Filed herewith. |
| ** | Previously filed. |
II-6