Attached files
| file | filename |
|---|---|
| EX-99.1 - EX-99.1 - Crestwood Midstream Partners LP | d548568dex991.htm |
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
June 7, 2013
Date of Report (Date of earliest event reported)
INERGY MIDSTREAM, L.P.
(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 Number) |
Two Brush Creek Boulevard, Suite 200
Kansas City, Missouri 64112
(Address of principal executive offices)
(816) 842-8181
(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:
| x | 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)) |
Item 8.01 Other Events.
As previously announced, on May 5, 2013, Inergy Midstream, L.P., a Delaware limited partnership (“NRGM”), entered into a series of definitive agreements, including an Agreement and Plan of Merger, by and among NRGM GP, LLC, a Delaware limited liability company, Intrepid Merger Sub, LLC, a Delaware limited liability company and a wholly-owned subsidiary of NRGM (“Merger Sub”), Inergy, L.P., a Delaware limited partnership, Crestwood Midstream Partners LP, a Delaware limited partnership (“CMLP”), Crestwood Gas Services GP LLC, a Delaware limited liability company, and Crestwood Holdings LLC, a Delaware limited liability company, whereby Merger Sub will merge with and into CMLP at the effective time of the merger, with CMLP surviving the merger (the “Merger”).
Unaudited pro forma financial information of NRGM to give effect to Merger is attached as Exhibit 99.1 to this Current Report and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(b) Pro Forma Financial Information.
Unaudited pro forma financial information of NRGM to give effect to the Merger is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference:
| • | Introduction |
| • | Unaudited pro forma condensed combined consolidated balance sheet as of March 31, 2013 |
| • | Unaudited pro forma condensed combined consolidated statements of operations for the year ended December 31, 2012 |
| • | Unaudited pro forma condensed combined consolidated statements of operations for the three months ended March 31, 2013 |
| • | Notes to unaudited pro forma condensed combined consolidated financial statements |
Exhibits
| Exhibit No. |
Description | |
| 99.1 | Inergy Midstream, L.P. Unaudited Pro Forma Condensed Combined Consolidated Financial Statements. | |
2
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| INERGY MIDSTREAM, L.P. | ||||||
| By: | NRGM GP, LLC, its General Partner | |||||
| Date: June 7, 2013 | By: | /s/ Laura L. Ozenberger | ||||
| Laura L. Ozenberger Senior Vice President, General Counsel and Secretary | ||||||
3
Exhibit Index
| Exhibit Number |
Description | |
| 99.1 | Inergy Midstream, L.P. Unaudited Pro Forma Condensed Combined Consolidated Financial Statements | |
4