INTERESTS OF CERTAIN PERSONS
IN OPPOSITION TO MATTERS TO BE ACTED UPON
As of April 30, 2021, the directors and executive officers of the Managing General Partner as a group owned approximately 8.33% of
the issued and outstanding Common Units, and, together with persons who then beneficially owned more than 5% of the issued and outstanding Common Units, owned approximately 18.55% of the issued and outstanding Common Units. Our directors and
executive officers do not own, beneficially or of record, any Preferred Units.
The existence of separate classes of limited partner
interests, with one class holding a liquidation preference, may give rise to a conflict of interest. Our Board has sought to act in the best interest of all equityholders, mindful of any potential conflicts of interest. However, the Consent
Solicitation and the Proposed Amendment may give rise to certain conflicts of interest between the Preferred Holders and holders of the Partnerships Common Units, which we may not be able to effectively address, including, but not limited to,
the fact that the amendments to the terms of the Preferred Units reflected in the Proposal and the Proposed Amendment may reduce the likelihood of a Change of Control occurring and thus a Change of Control remedy being exercised by the Preferred
Holders (e.g., redemption of the Preferred Units at a price per Preferred Unit equal to 101% of $9.1273, plus accrued and unpaid distributions to the date of such redemption), which would indirectly benefit the existing holders of Common Units by
potentially preserving cash in the Partnership or avoiding dilution of the Common Units.
Based upon the foregoing, holders of the Common
Units have interests that are different from and may conflict with the interests of the Preferred Holders. Our directors were selected by the prior owners of the Managing General Partner. While all directors comprising our Board seek to act in the
best interest of the Partnership and, indirectly, in the best interests of all equityholders, our directors may have a conflict of interest when the interests of the holders of the Common Units differ from those of Preferred Holders.
No Preferred Holder will be treated differently from any other Preferred Holder in connection with the Consent Solicitation.
WHERE YOU CAN OBTAIN ADDITIONAL INFORMATION
The Partnership is subject to the information and periodic requirements of the Exchange Act and, in accordance therewith, files annual,
quarterly, and current reports and other information with the SEC. The SEC maintains a website (http://www.sec.gov) that contains reports, proxy and information statements, and other information regarding registrants that file electronically with
the SEC. You can access the Partnerships SEC filings, including this Consent Solicitation Statement, free of charge as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC.
The Partnership maintains a website at https://www.crestwoodlp.com. Other than with respect to copies of this Consent Solicitation Statement
available on this website, the reference to this website does not constitute incorporation by reference of any information contained on, or accessible through, such website, and you should not consider the contents of such website in making a
decision regarding whether to consent to the Proposal and the Proposed Amendment.
Important notice regarding the availability of
consent solicitation statement: Copies of this Consent Solicitation Statement are also available on our website, https://www.crestwoodlp.com.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The SEC allows the Partnership to incorporate by reference information from other documents that the Partnership files with the
SEC, which means that the Partnership can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this Consent Solicitation Statement. Certain information that
the Partnership files after the date of this Consent Solicitation Statement with the SEC will automatically update and supersede the information included or incorporated by reference herein. The Partnership incorporates by reference into this
Consent Solicitation Statement the documents listed below, which were filed with the SEC, and such documents form an integral part of this Consent Solicitation Statement:
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our Annual Report on Form 10-K for the fiscal year ended
December 31, 2020 (SEC File No. 001-34664) filed with the SEC on February 26, 2021; and
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our Current Reports on Form 8-K filed on January 6, 2021,
January 21, 2021, February 1, 2021, March 26, 2021 and March 31, 2021.
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