UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K/A

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 14, 2019 (April 9, 2019)

 

 

CRESTWOOD MIDSTREAM PARTNERS LP

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-35377   20-1647837

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

811 Main Street

Suite 3400

Houston, Texas 77002

(Address of Principal Executive Offices)

(832) 519-2200

(Registrant’s Telephone Number, Including Area Code)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Securities registered or to be registered pursuant to Section 12(b) of the Act.

 

Title of each class    Trading Symbol(s)    Name of each exchange on which registered

 

  

 

  

 

NONE    NONE    NONE

 

 

 


Introductory Note

As reported in a Current Report on Form 8-K filed with the Securities and Exchange Commission by Crestwood Midstream Partners LP (the “Company” or “CMLP”) on April 10, 2019 (the “Original Form 8-K”), on April 9, 2019, Crestwood Niobrara LLC, a subsidiary of CMLP, completed its acquisition (the “Acquisition”) of the remaining 50% interest in Jackalope Gas Gathering Services, L.L.C. (“Jackalope”), an Oklahoma limited liability company, pursuant to the Purchase Agreement by and among Crestwood Niobrara LLC and Williams MLP Operating, LLC dated as of April 9, 2019.

This Current Report on Form 8-K/A (this “Amendment”) amends and supplements the Original Form 8-K to provide the following:

 

   

the unaudited financial statements of Jackalope (for the period described in Item 9.01(a) below) and the notes thereto;

 

   

the audited financial statements of Jackalope (for the period described in Item 9.01(a) below), the notes thereto and the Report of Independent Auditors; and

 

   

the unaudited pro forma condensed combined financial information described in Item 9.01(b) below.

No other modifications to the Original Form 8-K are being made by this Amendment. This Amendment should be read in connection with the Original Form 8-K, which provides a more complete description of the Acquisition.

 

Item 9.01

Financial Statements and Exhibits

(a) Financial Statements of Business Acquired.

 

   

Unaudited financial statements of Jackalope as of March 31, 2019 and for the three months ended March 31, 2019 and 2018, and the related notes to the financial statements, attached as Exhibit 99.3 hereto; and

 

   

Audited financial statements of Jackalope as of December 31, 2018 and 2017, and for each of the three years in the period ended December 31, 2018, and the related notes to the financial statements, attached as Exhibit 99.2 hereto.

(b) Pro Forma Financial Information.

The following unaudited pro forma condensed combined financial information of the Company, giving effect to the Acquisition, attached as Exhibit 99.1 hereto:

 

   

Unaudited Pro Forma Condensed Combined Balance Sheet as of March 31, 2019;

 

   

Unaudited Pro Forma Condensed Combined Statement of Operations for the Three Months Ended March 31, 2019;

 

   

Unaudited Pro Forma Condensed Combined Statement of Operations for the Year Ended December 31, 2018; and

 

   

Notes to Unaudited Pro Forma Condensed Combined Financial Statements.

(d) Exhibits.

 

Exhibit Number

  

Description

99.1    Unaudited pro forma condensed combined financial information of CMLP as of and for the three months ended March 31, 2019 and for the year ended December 31, 2018
99.2    Historical audited financial statements of Jackalope as of December 31, 2018 and 2017, and for each of the three years in the period ended December 31, 2018
99.3    Historical unaudited financial statements of Jackalope as of March 31, 2019 and for the three months ended March 31, 2019 and 2018

 

2


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

CRESTWOOD MIDSTREAM PARTNERS LP
By:   Crestwood Midstream GP LLC, its General Partner
By:   /s/ Robert T. Halpin
  Robert T. Halpin
  Executive Vice President and Chief Financial Officer

Dated: June 14, 2019