SEC Form 4 · accession 0000899243-15-005886
Crestwood Equity Partners LP · CEQP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
William E Macaulay
Director · 10% Owner
Crestwood Gas Services Holdings LLC
Director · 10% Owner
First Reserve GP XI, Inc.
Director · 10% Owner
First Reserve GP XI, L.P.
Director · 10% Owner
FR Midstream Holdings LLC
Director · 10% Owner
Crestwood Holdings Partners, LLC
Director · 10% Owner
Crestwood Holdings LLC
Director · 10% Owner
Crestwood Holdings II LLC
Director · 10% Owner
FR XI CMP Holdings LLC
Director · 10% Owner
Period of report
Sep 30, 2015
Accepted (ET)
Oct 2, 2015 · 1:18 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001136352
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common UnitsF1,F2,F3,F4,F7,F8 | Sep 30, 2015 | A | 50,433,113 | — | A | 99,854,622 | I | See footnotes |
| Common UnitsF1,F2,F3,F5,F7,F8 | Sep 30, 2015 | A | 6,866,945 | — | A | 6,866,945 | I | See footnotes |
| Common UnitsF1,F2,F3,F6 | Sep 30, 2015 | A | 6,079,161 | — | A | 6,131,161 | I | See footnote |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1On September 30, 2015, the unitholders of Crestwood Midstream Partners LP (the "Crestwood") approved the Agreement and Plan of Merger (the "Merger Agreement") by and among Crestwood Equity Partners LP (the "Issuer"), Crestwood Equity GP LLC ("Equity GP"), CEQP ST SUB LLC ("MergerCo"), MGP GP, LLC ("MGP GP"), Crestwood Midstream Holdings LP ("Midstream Holdings"), Crestwood, Crestwood Midstream GP LLC ("Midstream GP") and Crestwood Gas Services GP LLC ("CMLP GP"). The merger pursuant to the Merger Agreement (the "Merger") was consummated on September 30, 2015, and MergerCo, MGP GP and Midstream Holdings merged with and into Crestwood and Crestwood survived and continued to exist as a Delaware limited partnership.
- F2(continued from footnote 1) As a result of the Merger, on September 30, 2015, (i) each common unit of Crestwood issued and outstanding immediately prior to the effective time of the Merger (other than common units of Crestwood held by CEQP, CMLP GP or their respective subsidiaries, if any) was converted into the right to receive 2.7500 common units of the Issuer (the "Common Units") and (ii) each preferred unit of Crestwood issued and outstanding immediately prior to the effective time of the Merger (other than preferred units of Crestwood held by Issuer or its subsidiaries, if any) was converted into the right to receive 2.7500 preferred units of the Issuer.
- F3(continued from footnote 2) Further, immediately following the effective time of the Merger, the Issuer contributed 100% of the equity interests of Crestwood Operations LLC to Crestwood in exchange for additional limited partner interests in Crestwood, such that following the Merger and the related transactions provided for in the Merger Agreement, Midstream GP became a direct, wholly-owned subsidiary of the Issuer and continues to be the sole general partner of Crestwood. The Issuer and CMLP GP now own a 99.9% limited partner interest and a 0.1% limited partner interest, respectively, in Crestwood, as the surviving entity of the Merger.
- F4Reflects Common Units held directly by Crestwood Gas Services Holdings LLC ("Gas Services Holdings").
- F5Reflects Common Units held directly by Crestwood Holdings LLC ("Crestwood Holdings").
- F6Reflects Common Units held directly by KA First Reserve, LLC ("KA First Reserve"). FR Midstream Holdings LLC ("FR Midstream Holdings") owns a majority of the membership interests in KA First Reserve and controls the board of managers of KA First Reserve.
- F7Gas Services Holdings' sole member is Crestwood Holdings, whose sole member is Crestwood Holdings II LLC, whose sole member is Crestwood Holdings Partners, LLC, whose controlling member is FR XI CMP Holdings LLC, whose sole member is FR Midstream Holdings, whose manager is First Reserve GP XI, L.P., whose general partner is First Reserve GP XI, Inc. ("FR GP Inc."). William E. Macaulay is a director of FR GP Inc. and has the right to appoint a majority of the board of directors of FR GP Inc.
- F8Does not include 4,387,889 Subordinated Units. The Subordinated Units may be converted into Common Units on a one-for-one basis upon the termination of the subordination period as set forth in the Issuer Partnership Agreement.
Remarks
The Reporting Persons disclaim beneficial ownership of the securities reported on this Form 4 except to the extent of their pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of these securities for purposes of Section 16 of the Securities Exchange Act of 1934 or for any other purpose.