CRESTWOOD EQUITY PARTNERS LP
Crestwood Equity Partners LP is a master limited partnership (the Partnership) that manages, owns and operates crude oil, natural
gas and NGL midstream assets and operations.
Our non-economic general partner interest is held by
Crestwood Equity GP LLC (the General Partner), which we refer to as our general partner and which is indirectly owned by Crestwood Holdings LLC (Crestwood Holdings).
Our common units are listed on the NYSE under the symbol CEQP.
The General Partner Buy-In
On March 25, 2021, the Partnership entered into a Purchase Agreement (the Purchase Agreement), by and among (i) the
Partnership, as the purchaser, (ii) Crestwood Holdings and (iii) for limited purposes under the Purchase Agreement, the General Partner. The Purchase Agreement provides that, (i) upon closing (the Closing), (a) all of the
outstanding limited liability company interests of Crestwood Marcellus Holdings LLC, a Delaware limited liability company, (b) all of the outstanding limited liability company interests of Crestwood Gas Services Holdings LLC, a Delaware limited
liability company (CGSH), which owns (x) 1% of the outstanding limited partner interests in Crestwood Holdings LP, a Delaware limited partnership (CHLP), (y) 9,985,462 common units of the Partnership, and (z) 438,789
subordinated units of the Partnership, and (c) 7,484,449 common units directly held by Crestwood Holdings would be conveyed, transferred, and assigned from Crestwood Holdings to the Partnership, and (ii) on or before the 180th day after the
date of the Closing (the Post-Closing Assignment Date), 99% of the outstanding limited partner interests and all of the outstanding general partner interests of CHLP (collectively, the CHLP LP Equity Interests), which owns
all of the outstanding limited liability company interests in the General Partner, would be conveyed, transferred, and assigned from Crestwood Holdings to the Partnership. On March 30, 2021, the Closing occurred and the purchase price paid by
the Partnership to Crestwood Holdings pursuant to the Purchase Agreement was $268.0 million. At Closing, the Partnership cancelled all of the common units and subordinated units acquired pursuant to the Purchase Agreement.
Upon receipt of the CHLP LP Equity Interests on the Post-Closing Assignment Date, the Partnership will indirectly own the General Partner. As
a result of this new ownership structure and certain changes to the board of directors of the General Partner (the Board) in connection with the Closing, our partnership agreement and the First Amended and Restated Limited Liability
Company Agreement of the General Partner, dated September 27, 2012, will each be amended and restated to, among other things, provide the holders of common units, and also the holders of preferred units representing limited partner interests in
the Partnership, which vote on an as-converted basis, with voting rights in the election of directors of the Board, beginning in 2022.
The Private Placement
Also on
March 25, 2021, the Partnership entered into a Common Unit Purchase Agreement (the Unit Purchase Agreement) with CGSH and certain institutional investors listed on Schedule A thereto (the PIPE Purchasers), providing for
CGSH to sell 6,000,000 directly held common units in a private placement for aggregate cash proceeds to CGSH of $132.0 million (the Private Placement).
On March 30, 2021, in connection with the closing of the Private Placement, the Partnership entered into a registration rights agreement
with the PIPE Purchasers containing provisions by which the Partnership agreed to, among other things and subject to certain restrictions, file a registration statement with the U.S. Securities and Exchange Commission on Form S-3 providing for the registration of the resale of the common units to be sold in the Private Placement.
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