Attached files
file | filename |
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EX-4.4 - EX-4.4 - Crestwood Midstream Partners LP | h81153exv4w4.htm |
EX-4.3 - EX-4.3 - Crestwood Midstream Partners LP | h81153exv4w3.htm |
EX-3.1 - EX-3.1 - Crestwood Midstream Partners LP | h81153exv3w1.htm |
EX-4.1 - EX-4.1 - Crestwood Midstream Partners LP | h81153exv4w1.htm |
EX-99.1 - EX-99.1 - Crestwood Midstream Partners LP | h81153exv99w1.htm |
EX-10.1 - EX-10.1 - Crestwood Midstream Partners LP | h81153exv10w1.htm |
EX-99.2 - EX-99.2 - Crestwood Midstream Partners LP | h81153exv99w2.htm |
EX-23.1 - EX-23.1 - Crestwood Midstream Partners LP | h81153exv23w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): April 1, 2011
Crestwood Midstream Partners LP
(Exact Name of Registrant as Specified in Charter)
Delaware | 001-33631 | 56-2639586 | ||
(State or Other | (Commission File | (I.R.S. Employer | ||
Jurisdiction of | Number) | Identification No.) | ||
Incorporation) |
717 Texas Avenue | ||
Suite 3150 | ||
Houston, TX | 77002 | |
(Address of Principal Executive Offices) |
(Zip Code) |
Registrants telephone number, including area code: (832) 519-2200
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
(Former Name or Former Address, if Changed Since Last Report)
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 ( see General
Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement
Senior Notes
On April 1, 2011 (the Closing Date), Crestwood Midstream Partners LP
(Crestwood or the Partnership), a Delaware limited partnership, and Crestwood
Midstream Finance Corporation, a Delaware corporation (the Co-Issuer and, together with
the Partnership, the Issuers), completed a previously announced offering of $200 million
aggregate principal amount of 7.75% Senior Notes due 2019 (the Notes). The Notes were
issued at a price equal to 100% of their face value. The Notes were issued pursuant to the
Indenture, dated April 1, 2011 (the Indenture), among the Issuers, the guarantors named
therein and The Bank of New York Mellon Trust Company, N.A., as trustee (the Trustee).
The Partnerships obligations under the Notes are guaranteed on an unsecured basis by certain of
the Partnerships current and future domestic subsidiaries (the Guarantors).
The Partnership used the proceeds from the offering of the Notes to finance in part its
acquisition of certain midstream assets in the Fayetteville Shale (the Fayetteville
assets) and the Granite Wash plays (the Granite Wash assets and, together with the
Fayetteville assets, the Frontier Gas Acquisition) from Frontier Gas Services, LLC
(Frontier) and to pay fees and expenses in connection with the consummation of the
Frontier Gas Acquisition.
Pursuant to the Indenture, the Issuers issued and sold to certain initial purchasers $200
million aggregate principal amount of the Notes. The terms of the Indenture provide that, among
other things, the Notes are general unsecured obligations of the Issuers, rank pari passu in right
of payment with all existing and future unsecured senior liabilities of the Issuers and rank senior
in right of payment to any future subordinated indebtedness of the Issuers. In addition, the Notes
are structurally subordinated to the liabilities of the Issuers non-guarantor subsidiaries. The
Guarantors have guaranteed the Issuers obligations under the Notes on a senior basis.
Interest on the Notes accrues at a rate of 7.75% per annum. Interest on the Notes is payable
in cash semiannually in arrears on April 1 and October 1 of each year, commencing on October 1,
2011.
The Issuers may at their option redeem all or a portion of the Notes upon not less than 30 nor
more than 60 days notice, at the redemption prices (expressed in percentages of principal amount on
the redemption date), plus accrued interest to the redemption date, if redeemed during the 12-month
period commencing on April 1 of the years set forth below:
Period | Redemption Price | |||
2015 |
103.8750 | % | ||
2016 |
101.9375 | % | ||
2017 and thereafter |
100.0000 | % |
Upon the occurrence of a change in control (as defined in the Indenture), each holder of the
Notes may require the Partnership to repurchase all or a portion of the Notes in cash at a price
equal to 101% of the aggregate principal amount of the Notes to be repurchased, plus accrued and
unpaid interest, if any, thereon to the date of repurchase.
The Indenture contains affirmative and negative covenants that, among other things, limit or
restrict the Issuers ability (as well as those of certain of the Partnerships subsidiaries) to:
incur additional debt, provide guarantees and issue mandatorily redeemable preferred stock; make
certain investments and other restricted payments, including the prepayment of certain
indebtedness; create liens; create restrictions on distributions from restricted subsidiaries;
engage in specified sales of assets and subsidiary stock; enter into transactions with affiliates;
enter new lines of business and engage in consolidations, mergers and acquisitions.
The Indenture provides for customary events of default (subject in certain cases to customary
grace and cure periods), which include nonpayment, breach of covenants in the Indenture, payment
defaults or acceleration of other indebtedness, failure to pay certain judgments and certain events
of bankruptcy and insolvency. Generally, if an event of default occurs, the Trustee or holders of
at least 25% in principal amount of the then outstanding Notes may declare the principal of and
accrued but unpaid interest, including additional interest, on all the Notes to be due and payable.
In addition, on April 1, 2011, in connection with the issuance of the Notes, the Issuers and
the Guarantors entered into a registration rights agreement (the Notes Registration Rights
Agreement) with UBS Securities LLC, BNP Paribas Securities Corp.,
RBC Capital Markets, LLC and RBS Securities Inc., as the initial purchasers of the Notes,
pursuant to which the Issuers and the Guarantors are obligated to effect an exchange offer for the
Notes for registered securities having substantially identical terms to the Notes or, in the
alternative, register the Notes for resale under the Securities Act of 1933, as amended (the
Securities Act), subject to the terms and conditions therein specified, if, more than 400
days following the Closing Date any Notes are not freely transferable without volume restrictions
by holders that are not affiliates of the Partnership in accordance with Rule 144 (or similar
provisions then in force) under the Securities Act.
The foregoing description of the Indenture, the Notes and the Notes Registration Rights
Agreement set forth herein is summary in nature and is qualified in its entirety by reference to
the full text of the Indenture and Notes, a copy of which is attached hereto as Exhibit 4.1, and is
incorporated herein by reference, and the Notes Registration Rights Agreement, a copy of which is
attached hereto as Exhibit 4.3 and is incorporated herein by reference.
Class C Unit Registration Rights Agreement
In connection with the previously announced Class C Unit Purchase Agreement, dated February
18, 2011, between the Partnership and the purchasers named therein (the Class C Unit
Purchasers), on April 1, 2011, the Partnership entered into a registration rights agreement,
dated April 1, 2011, with the Class C Unit Purchasers (the Class C Unit Registration Rights
Agreement). The Class C Registration Rights Agreement is more fully described in the
information set forth in the Partnerships Current Report on Form 8-K filed on February 22, 2011
under the heading Unit Purchase AgreementRegistration Rights Agreement in Item 1.01 and is
incorporated into this Item 1.01 by reference. The full text of the Class C Unit Registration
Rights Agreement is attached hereto as Exhibit 4.4, and is incorporated herein by reference.
Joinder Agreement to Credit Facility
On April 1, 2011, the Partnership entered into a Joinder Agreement pursuant to which the
revolving commitment under that certain Credit Agreement, dated as of October 1, 2010 with the
lenders party thereto, BNP Paribas as administrative agent and collateral agent, Banc of America
Securities LLC, BNP Paribas Securities Corp. and RBC Capital Markets Corporation, as joint lead
arrangers and joint bookrunners, Bank of America, N.A. and Royal Bank of Canada, as syndication
agents, and UBS Securities LLC and The Royal Bank of Scotland PLC as co-documentation agents, was
increased to $500.0 million from $400.0 million. The full text of the Joinder Agreement is
attached hereto as Exhibit 10.1, and is incorporated herein by reference.
Item 2.01 Completion of Acquisition or Disposition of Assets.
Frontier Gas Acquisition
On April 1, 2011, the Partnership completed the previously announced Frontier Gas Acquisition
for a purchase price of approximately $338 million, with an additional $15 million to be paid to
Frontier if certain operational objectives are met within six months of the Closing Date. The $338
million purchase price paid at closing was financed through a combination of equity and debt as
described in this Current Report on Form 8-K.
The information set forth in the Partnerships Current Report on Form 8-K filed on February
22, 2011 under Item 1.01 Entry Into a Material Definitive AgreementFrontier Purchase and Sale
Agreement is incorporated herein by reference.
As part of this Current Report on Form 8-K, the Partnership has included the final unaudited
pro forma condensed consolidated financial statements as of and for the year ended December 31,
2011.
Item 3.02 Unregistered Sale of Equity Securities.
On April 1, 2011, the Partnership issued 6,243,000 Class C Units (Class C Units)
representing limited partner interests in the Partnership, in a private placement to the Class C
Unit Purchasers. The negotiated purchase price for the Class C Units was $24.50 per unit,
resulting in gross proceeds to the Partnership of approximately $153 million. The Partnership used
the net proceeds from the private placement to finance in part the Frontier Gas Acquisition. The
private placement of the Class C units pursuant to the Class C Unit Purchase Agreement was made in
reliance upon an exemption from the registration requirements of the Securities Act pursuant to
Section 4(2) and Regulation D thereof.
The information set forth in the Partnerships Current Report on Form 8-K filed on February
22, 2011 under the heading Unit Purchase Agreement in Item 1.01 is incorporated into this Item
3.02 by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On April 1, 2011, Crestwood Gas Services GP LLC (the General Partner), the general
partner of the Partnership entered into the Second Amendment to the Second Amended and Restated
Agreement of Limited Partnership of the Partnership (the Amendment), which became
effective on April 1, 2011. The Amendment establishes the terms of the Class C Units, as more
fully described in the information set forth in the Partnerships Current Report on Form 8-K filed
on February 22, 2011 under the heading Unit Purchase AgreementAmendment to the Partnership
Agreement in Item 1.01 and is incorporated into this Item 5.03 by reference. The foregoing
description of the Amendment set forth herein is summary in nature and is qualified in its entirety
by reference to the full text of the Amendment, a copy of which is attached hereto as Exhibit 3.1,
and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(a) | Financial statements of businesses to be acquired. | ||
Audited financial statements of Frontier Gas Services, LLC as of December 31, 2010 and 2009, and for the years ended December 31, 2010, 2009, and 2008 are attached hereto as Exhibit 99.1, and are incorporated herein by reference. | |||
(b) | Pro forma financial information. | ||
The final unaudited pro forma condensed consolidated financial statements of the Crestwood Midstream Partners LP as of and for the year ended December 31, 2010 attached hereto as Exhibit 99.2, and are incorporated herein by reference. | |||
(d) | Exhibits. |
Exhibit No. | Description | |
3.1
|
Second Amendment to Second Amended and Restated Agreement of Limited Partnership of Crestwood Midstream Partners LP dated as of April 1, 2011. | |
4.1
|
Indenture, dated April 1, 2011, among the Issuers, the Guarantors and The Bank of New York Mellon Trust Company, N.A., as trustee. | |
4.2
|
Form of Note representing all 7.75% Senior Notes due 2019 (included in Exhibit 4.1). | |
4.3
|
Note Registration Rights Agreement, dated April 1, 2011, among the Issuers, the Guarantors and UBS Securities LLC, BNP Paribas Securities Corp., RBC Capital Markets, LLC and RBS Securities Inc., as the initial purchasers. | |
4.4
|
Class C Unit Registration Rights Agreement, dated April 1, 2011, by and between Crestwood Midstream Partners LP and the purchasers named therein. | |
10.1
|
Joinder Agreement, dated as of April 1, 2011, by and among RBC Capital Markets Corporation, UBS Securities LLC and Bank of America, N.A., and Crestwood Midstream Partners LP and BNP Paribas, as Administrative Agent, Swingline Lender and Issuing Bank | |
23.1
|
Consent of Grant Thornton LLP. | |
99.1
|
Audited financial statements of Frontier Gas Services, LLC as of December 31, 2010 and 2009, and for the years ended December 31, 2010, 2009 and 2008. | |
99.2
|
The final unaudited pro forma condensed consolidated financial statements of Crestwood Midstream Partners LP as of and for the year ended December 31, 2010. |
SIGNATURE
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 Gas Services GP LLC, | |||
its General Partner | ||||
By: | /s/ William G. Manias | |||
William G. Manias | ||||
Dated April 5, 2011 | Senior Vice President and Chief Financial Officer |
|||
Exhibit Index
Exhibit No. | Description | |
3.1
|
Second Amendment to Second Amended and Restated Agreement of Limited Partnership of Crestwood Midstream Partners LP dated as of April 1, 2011. | |
4.1
|
Indenture, dated April 1, 2011, among the Issuers, the Guarantors and The Bank of New York Mellon Trust Company, N.A., as trustee. | |
4.2
|
Form of Note representing all 7.75% Senior Notes due 2019 (included in Exhibit 4.1). | |
4.3
|
Note Registration Rights Agreement, dated April 1, 2011, among the Issuers, the Guarantors and UBS Securities LLC, BNP Paribas Securities Corp., RBC Capital Markets, LLC and RBS Securities Inc., as the initial purchasers. | |
4.4
|
Class C Unit Registration Rights Agreement, dated April 1, 2011, by and between Crestwood Midstream Partners LP and the purchasers named therein. | |
10.1
|
Joinder Agreement, dated as of April 1, 2011, by and among RBC Capital Markets Corporation, UBS Securities LLC and Bank of America, N.A., and Crestwood Midstream Partners LP and BNP Paribas, as Administrative Agent, Swingline Lender and Issuing Bank | |
23.1
|
Consent of Grant Thornton LLP. | |
99.1
|
Audited financial statements of Frontier Gas Services, LLC as of December 31, 2010 and 2009, and for the years ended December 31, 2010, 2009 and 2008. | |
99.2
|
The final unaudited pro forma condensed consolidated financial statements of Crestwood Midstream Partners LP as of and for the year ended December 31, 2010. |