Pursuant to the terms of the Crestwood Niobrara Company Agreement, at any time following December 31,
2023 subject to certain conditions, including CMLPs right of first offer relating to the interests in Niobrara held by Jackalope Holdings, Jackalope Holdings will have the right to cause Niobrara to effect a sale of Niobrara to a third party
(a Company Sale). Both Niobrara and Jackalope Holdings shall receive the same form of consideration in any Company Sale to the extent the consideration is a combination of cash, marketable securities, and/or
non-marketable
securities.
At any time following December 31, 2022, subject to certain conditions, CMLP may cause
Niobrara to redeem all of the outstanding Series
A-2
and Series
A-3
Preferred Units (collectively, the Series A Preferred Units) for a price equal to an
agreed multiple of an amount necessary for Jackalope Holdings to achieve a certain rate of return with respect to each Series A Preferred Unit so redeemed, which amount may be payable at the option of CMLP by: (i) paying cash, (ii) issuing
CEQP common units (CEQP Units) or (iii) redeeming all of the then-outstanding Series A Preferred Units using the cash proceeds of the sale of some or all of the operating assets of Niobrara, and to the extent the proceeds from such
sale are less than the determined redemption price, issuing CEQP Units. Such election is subject to certain restrictions, including that the option set forth in clause (ii) above shall not be available if the aggregate value of the CEQP Units
issued to Jackalope Holdings in such and previous redemptions exceeds $100 million and that the number of CEQP Units issued pursuant to such election shall not exceed the total number of preferred units issued to Jackalope Holdings that are
then outstanding. Notwithstanding the foregoing, upon notification of such pending redemption, Jackalope Holdings can elect to have all of its Series A Preferred Units, all of its Series
A-2
Preferred Units or
all of its Series
A-3
Preferred Units converted into Niobrara common units by providing written notice to CMLP and CMLP shall redeem the remaining Series A Preferred Units not converted.
At any time following December 31, 2022, subject to certain conditions, CMLP may cause Niobrara to redeem all of the outstanding Series
A-3
Preferred Units for a price equal to an agreed multiple of an amount necessary for Jackalope Holdings to achieve a certain rate of return with respect to each Series
A-3
Preferred Unit so redeemed, which amount may be payable at the option of CMLP by: (i) paying cash or (ii) issuing CEQP Units. Such election is subject to certain restrictions, including that the option set forth in clause (ii) above
shall not be available if the aggregate value of the CEQP Units issued to Jackalope Holdings in such and previous redemptions exceeds $100 million and that the number of CEQP Units issued pursuant to such election shall not exceed the total
number of preferred units issued to Jackalope Holdings that are then outstanding. Notwithstanding the foregoing, upon notification of such pending redemption, Jackalope Holdings can elect to have all of its Series A Preferred Units converted into
Niobrara common units by providing written notice to CMLP.
At any time on or after December 31, 2023, subject to certain conditions, Jackalope
Holdings may elect to cause Niobrara to redeem some or all of the then-outstanding Series A Preferred Units for a price necessary for Jackalope Holdings to achieve a certain rate of return with respect to each Series A Preferred Unit so redeemed,
which amount may be payable at the option of CMLP by: (i) cash, (ii) acquiring some or all of the then-outstanding Series A Preferred Units by the issuance to Jackalope Holdings of CEQP Units, or (iii) redeeming all of the then-outstanding
Series A Preferred Units using (A) the proceeds of a sale involving the sale, transfer or other disposition of all or substantially all of the interests or assets of Niobrara to any person who is not an affiliate of its members, and (B) to
the extent such proceeds are less than the determined redemption price, the issuance to Jackalope Holdings of a number of CEQP Units. Such election is subject to certain restrictions, among others that the option set forth in clause (ii) above
shall not be available if the aggregate value of the CEQP Units issued to Jackalope Holdings in such and previous redemptions exceeds $100 million and that the number of CEQP Units issued pursuant to such election shall not exceed the total
number of preferred units issued to Jackalope Holdings that are then outstanding.
At any time after December 31, 2020, subject to certain
conditions, Jackalope Holdings may elect to cause Niobrara to convert some or all of the then-outstanding Series A Preferred Units into an aggregate number of Niobrara common units that, following such conversion, shall equal up to 50% of the
outstanding Niobrara common units as of immediately following such conversion (the Conversion).
In addition to the foregoing, following
certain change of control transactions, Jackalope Holdings may also elect to require Niobrara to redeem its Series A Preferred Units. CMLP may, subject to certain exceptions and limitations, redeem such Series A Preferred Units with cash, CEQP
Units, or a combination thereof.