Current Report Filing (8-k)
March 01 2018 - 4:08PM
Edgar (US Regulatory)
UNITED STATES
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
Date of report (Date of earliest event reported): March 1, 2018
CRESTWOOD EQUITY PARTNERS LP
(Exact name of registrant as specified in its charter)
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Delaware
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001-34664
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43-1918951
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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811 Main Street
Suite 3400
Houston,
Texas 77002
(Address of Principal Executive Offices)
(832)
519-2200
Registrants telephone number, including area code
(Former name or former address, if Changes 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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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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. ☐
Item 8.01 Other Events.
Crestwood Equity Partners LP, a Delaware limited partnership (the Partnership), is filing this Current Report on Form
8-K
in order to (a) file Exhibit 99.1 hereto to replace in its entirety (1) the section under the heading Material U.S. Federal Income Tax Consequences that appears in the Partnerships
Registration Statement on Form
S-3
initially filed with the Securities and Exchange Commission (the SEC) on March 14, 2016 (Registration
No. 333-210146),
including the prospectus contained therein, as amended (Registration Statement I), (2) the section under the heading Material U.S. Federal Income Tax
Consequences that appears in the Partnerships Registration Statement on Form
S-3
filed with the SEC on March 31, 2017 (Registration
No. 333-217062),
including the prospectus contained therein (Registration Statement II), (3) the section under the heading Material U.S. Federal Income Tax Consequences that
appears in the Partnerships automatically effective Registration Statement on Form
S-3
filed with the SEC on March 31, 2017 (Registration
No. 333-217061),
including the prospectus contained therein (Registration Statement III), and (4) the section under the heading Material U.S. Federal Income Tax Considerations
that appears in the Partnerships prospectus supplement filed with the SEC on August 4, 2017, supplementing the prospectus contained in Registration Statement II (the Prospectus Supplement), in each case to provide updated
disclosure regarding the material tax considerations associated with the Partnerships operations and the purchase, ownership and disposition of the Partnerships common units and (b) provide the legal opinion of Vinson &
Elkins L.L.P. relating to certain tax matters, a copy of which is filed as Exhibit 8.1 hereto.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
1
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.
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CRESTWOOD EQUITY PARTNERS LP
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By:
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Crestwood Equity GP LLC,
its General
Partner
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By:
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/s/ Michael K. Post
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Michael K. Post
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Vice President, Associate General Counsel & Corporate Secretary
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Dated: March 1, 2018
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