Crestwood Equity Partners LP (NYSE: CEQP) (“Crestwood”) today
announced the commencement of a solicitation of consents (the
“Consent Solicitation”) from holders of its outstanding 9.250%
Perpetual Preferred Units (the “Preferred Units”) (CUSIP/ISIN:
226344307 / US2263443077).
The Consent Solicitation is being made in accordance with the
terms and subject to the conditions set forth in Crestwood’s
Consent Solicitation Statement dated September 27, 2023 (the
“Statement”) to holders of record of the Preferred Units as of
September 22, 2023 (collectively, the “Preferred Holders”). The
Consent Solicitation will expire at 5:00 PM, Eastern Time, on
October 17, 2023, unless earlier concluded, terminated or extended
by Crestwood in its sole discretion (such date and time, as the
same may be extended, the “Expiration Date”).
As previously announced, on August 16, 2023, Crestwood entered
into an Agreement and Plan of Merger (the “Merger Agreement”) with
Energy Transfer, Pachyderm Merger Sub LLC, a direct wholly owned
subsidiary of Energy Transfer (“Merger Sub”), and, solely for the
purposes of Sections 2.1(a), 2.1(b), 2.1(c) and 5.21 thereof, LE
GP, LLC, pursuant to which Crestwood will merge with and into
Merger Sub (the “Merger”), with Merger Sub surviving the Merger as
a direct wholly owned subsidiary of Energy Transfer. The Consent
Solicitation is being conducted in connection with the Merger and
at the direction of Energy Transfer.
The purpose of the Consent Solicitation is to solicit consents
from the Preferred Holders to amend certain provisions of
Crestwood’s Sixth Amended and Restated Agreement of Limited
Partnership, dated August 20, 2021 (the “Partnership Agreement”),
to (i) increase the cash redemption price for the Preferred Units
in connection with a cash redemption election in the Merger with
Energy Transfer LP (“Energy Transfer”) from $9.218573 to $9.857484
per Preferred Unit and (ii) conform certain terms of the Preferred
Units with Energy Transfer’s other outstanding series of preferred
units in order to simplify its capital structure following the
Merger (the “Proposed Amendment”). If the requisite consents in the
Consent Solicitation are obtained and the conditions to the closing
of the Merger are satisfied or waived, as applicable, by the
parties to the Merger Agreement and the Merger Agreement is not
otherwise terminated, the Proposed Amendment would, among other
things, (i) permit Crestwood to increase the redemption price
payable to holders of Preferred Units that make a cash redemption
election in connection with the Merger; (ii) eliminate the
application of a deficiency rate with respect to distributions
payable to the holders of Preferred Units during any quarter in
which distributions are accrued and unpaid; (iii) modify the right
of holders of Preferred Units to participate in special
distributions made to holders of Crestwood common units; and (iv)
conform the voting rights of the holders of Preferred Units to the
voting rights of holders of Energy Transfer’s other outstanding
series of preferred units.
The Proposed Amendment would be approved and go into effect if
Preferred Holders of at least two-thirds of the issued and
outstanding Preferred Units deliver valid and unrevoked consents
(the “Requisite Consents”) to the Proposed Amendment and the
conditions to the Merger are satisfied or waived, as applicable, by
the parties to the Merger Agreement and the Merger Agreement is not
otherwise terminated. Preferred Holders may revoke their consents
at any time prior to the Expiration Date.
Subject to the terms and conditions of the Consent Solicitation,
Crestwood is offering to pay each Preferred Holder who validly
delivers (and does not revoke) its consent at or prior to the
Expiration Date, a cash payment equal to $0.182546 for each
Preferred Unit with respect to which consents are received (and not
revoked) (the “Consent Fee”). No Consent Fee will be paid if the
Consent Solicitation is terminated for any reason prior to the
Expiration Date or if the Requisite Consents are not obtained prior
to the Expiration Date. Additionally, if the Requisite Consents are
received but the conditions to the Merger are not satisfied or
waived, as applicable, by the parties to the Merger Agreement or
the Merger Agreement is otherwise terminated, the Proposed
Amendment will not become effective and the Consent Fee will not be
paid.
Crestwood will pay registered brokers and dealers in the United
States that deliver consents in the Consent Solicitation from The
Depository Trust Company participants and persons resident in the
United States (the “Retail Soliciting Dealers”) retail soliciting
fees. Each Retail Soliciting Dealer that successfully delivers
consents from a retail beneficial owner of the Preferred Units will
be eligible to receive a fee (the “Retail Soliciting Fee”) from
Crestwood equal to $0.0456365 per Preferred Unit for which a
consent is validly delivered and not revoked by or on behalf of
such retail beneficial owner, except for any Preferred Units for
which consents are delivered by a Retail Soliciting Dealer for its
own account. The Retail Soliciting Fee will only be paid to each
Retail Soliciting Dealer in respect of beneficial owners who
deliver consents in respect of Preferred Units in an aggregate
amount of 25,000 Preferred Units or fewer.
If the Proposed Amendment is approved and goes into effect, the
consideration that a holder of Preferred Units may elect to receive
in the Merger will be affected as described in the Statement.
Crestwood will announce the results of the Consent Solicitation as
promptly as possible following the Expiration Date, which
announcement is anticipated to be at least 10 days before the
deadline to make a merger consideration election for the Preferred
Units in the Merger, assuming the Expiration Date is not
extended.
Crestwood reserves the right to modify the Statement and the
terms and conditions of the Consent Solicitation or to terminate
the Consent Solicitation at any time.
BofA Securities is the Solicitation Agent in the Consent
Solicitation and D.F. King & Co, Inc. has been retained to
serve as the Information and Tabulation Agent. Persons with
questions regarding the Consent Solicitation should contact BofA
Securities at 888-292-0070 (toll free) or 980-387-3907 (collect) or
debt_advisory@bofa.com. Requests for the Statement should be
directed to D.F. King & Co, Inc. at 212-269-5550 (Banks and
Brokers), 800-290-6424 (All Others Toll Free) or by email at
ceqp@dfking.com.
No Offer or Solicitation
None of Crestwood, the Solicitation Agent or the Information and
Tabulation Agent makes any recommendation as to whether the
Preferred Holders should deliver any consents. Each Preferred
Holder must make its own decision as to whether or not to deliver
consents.
This communication is for informational purposes only and is not
intended to, and shall not constitute an offer to sell or the
solicitation of an offer to buy, or a solicitation of any vote,
consent or approval with respect to any securities, including the
Preferred Units, nor shall there be any offer, issuance, exchange,
transfer, solicitation or sale of securities in any jurisdiction in
which such offer, issuance, exchange, transfer, solicitation or
sale would be in contravention of applicable law. No offering of
securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act of 1933, as
amended (the “Securities Act”). The Consent Solicitation is being
made solely by the Statement and is subject to the terms and
conditions stated therein. Crestwood reserves the right, in its
sole discretion, to terminate or modify the Consent
Solicitation.
Important Information about the Transaction and Where to Find
It
In connection with the Consent Solicitation, the Statement has
been, and certain other documents relating to the Consent
Solicitation may be, filed by Crestwood with the Securities and
Exchange Commission (the “SEC”). BEFORE MAKING ANY DECISION WITH
RESPECT TO THE CONSENTS, PREFERRED UNITHOLDERS ARE URGED TO READ
THE STATEMENT AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR
WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE
THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
CONSENT SOLICITATION.
The Consent Solicitation is being made in connection with the
Merger and at the direction of Energy Transfer, pursuant to the
Merger Agreement. In connection with the Merger, Energy Transfer
filed with the with the SEC a registration statement on Form S-4
(the “Registration Statement”) that includes a proxy statement of
Crestwood that also constitutes a prospectus of Energy Transfer,
and each party will file other documents regarding the proposed
transaction with the SEC. After the Registration Statement has been
declared effective, a definitive proxy statement/prospectus will be
filed and mailed to unitholders of Crestwood. This communication is
not a substitute for the Registration Statement, proxy statement or
prospectus or any other document that Energy Transfer or Crestwood
(as applicable) has filed or may file with the SEC in connection
with the proposed transaction. BEFORE MAKING ANY VOTING OR
INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS OF ENERGY
TRANSFER AND CRESTWOOD ARE URGED TO READ THE REGISTRATION
STATEMENT, THE PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT
DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS
ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN
THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR
WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION
AND RELATED MATTERS. Investors and security holders may obtain free
copies of the Registration Statement and the proxy
statement/prospectus, as each may be amended from time to time, as
well as other filings containing important information about Energy
Transfer or Crestwood (when they become available), without charge
at the SEC’s website, at http://www.sec.gov. Copies of the
documents filed with the SEC by Energy Transfer will be available
free of charge on Energy Transfer’s website at
www.energytransfer.com under the tab “Investor Relations” and then
under the tab “SEC Filings” or by directing a request to Investor
Relations, Energy Transfer LP, 8111 Westchester Drive, Suite 600,
Dallas, TX 75225, Tel. No. (214) 981-0795 or to
investorrelations@energytransfer.com. Copies of the documents filed
with the SEC by Crestwood will be available free of charge on
Crestwood’s website at www.crestwoodlp.com under the tab
“Investors” and then under the tab “SEC Filings” or by directing a
request to Investor Relations, Crestwood Equity Partners LP, 811
Main Street, Suite 3400, Houston, TX 77002, Tel. No. (832) 519-2200
or to investorrelations@crestwoodlp.com. The information included
on, or accessible through, Energy Transfer’s or Crestwood’s website
is not incorporated by reference into this communication.
Participants in the Solicitation
Energy Transfer, Crestwood and the directors and certain
executive officers of their respective general partners may be
deemed to be participants in the solicitation of proxies in respect
of the Merger. Information about the directors and executive
officers of Crestwood’s general partner is set forth in its proxy
statement for its 2023 annual meeting of unitholders, which was
filed with the SEC on March 31, 2023, and in its Annual Report on
Form 10-K for the year ended December 31, 2022, which was filed
with the SEC on February 27, 2023. Information about the directors
and executive officers of Energy Transfer’s general partner is set
forth in its Annual Report on Form 10-K for the year ended December
31, 2022, which was filed with the SEC on February 17, 2023.
Additional information regarding the participants in the proxy
solicitation and a description of their direct or indirect
interests, by security holdings or otherwise, will be contained in
the proxy statement/prospectus and other relevant materials filed
with the SEC when they become available.
Forward-Looking Statements
This communication contains “forward-looking statements” within
the meaning of the federal securities laws, including Section 27A
of the Securities Act and Section 21E of the Securities Exchange
Act of 1934, as amended. In this context, forward-looking
statements often address future business and financial events,
conditions, expectations, plans or ambitions, and often include,
but are not limited to, words such as “believe,” “expect,” “may,”
“will,” “should,” “could,” “would,” “anticipate,” “estimate,”
“intend,” “plan,” “seek,” “see,” “target” or similar expressions,
or variations or negatives of these words, but not all
forward-looking statements include such words. Forward-looking
statements by their nature address matters that are, to different
degrees, uncertain, such as statements about the consummation of
the proposed transaction and the anticipated benefits thereof. All
such forward-looking statements are based upon current plans,
estimates, expectations and ambitions that are subject to risks,
uncertainties and assumptions, many of which are beyond the control
of Energy Transfer and Crestwood, that could cause actual results
to differ materially from those expressed in such forward-looking
statements. Important risk factors that may cause such a difference
include, but are not limited to: the inability to secure the
Requisite Consents prior to the Expiration Date; potential
litigation challenging the Proposed Amendment; the completion of
the Merger on anticipated terms and timing, or at all, including
obtaining Crestwood unitholder approval and any other approvals
that may be required on anticipated terms; anticipated tax
treatment, unforeseen liabilities, future capital expenditures,
revenues, expenses, earnings, synergies, economic performance,
indebtedness, financial condition, losses, future prospects,
business and management strategies for the management, expansion
and growth of the combined company’s operations and other
conditions to the completion of the Merger, including the
possibility that any of the anticipated benefits of the proposed
transaction will not be realized or will not be realized within the
expected time period; the ability of Energy Transfer and Crestwood
to integrate the business successfully and to achieve anticipated
synergies and value creation; potential litigation relating to the
proposed transaction that could be instituted against Energy
Transfer, Crestwood or the directors of their respective general
partners; the risk that disruptions from the proposed transaction
will harm Energy Transfer’s or Crestwood’s business, including
current plans and operations and that management’s time and
attention will be diverted on transaction-related issues; potential
adverse reactions or changes to business relationships, including
with employees suppliers, customers, competitors or credit rating
agencies, resulting from the announcement or completion of the
proposed transaction; rating agency actions and Energy Transfer and
Crestwood’s ability to access short- and long-term debt markets on
a timely and affordable basis; legislative, regulatory and economic
developments, changes in local, national, or international laws,
regulations, and policies affecting Energy Transfer and Crestwood;
potential business uncertainty, including the outcome of commercial
negotiations and changes to existing business relationships during
the pendency of the proposed transaction that could affect Energy
Transfer’s and/or Crestwood’s financial performance and operating
results; certain restrictions during the pendency of the Merger
that may impact Crestwood’s ability to pursue certain business
opportunities or strategic transactions or otherwise operate its
business; acts of terrorism or outbreak of war, hostilities, civil
unrest, attacks against Energy Transfer or Crestwood, and other
political or security disturbances; dilution caused by Energy
Transfer’s issuance of additional units representing limited
partner interests in connection with the proposed transaction; the
possibility that the transaction may be more expensive to complete
than anticipated, including as a result of unexpected factors or
events; the impacts of pandemics or other public health crises,
including the effects of government responses on people and
economies; changes in the supply, demand or price of oil, natural
gas, and natural gas liquids; those risks described in Item 1A of
Energy Transfer’s Annual Report on Form 10-K, filed with the SEC on
February 17, 2023, and its subsequent Quarterly Reports on Form
10‑Q and Current Reports on Form 8-K; those risks described in Item
1A of Crestwood’s Annual Report on Form 10-K, filed with the SEC on
February 27, 2023, and its subsequent Quarterly Reports on Form
10-Q and Current Reports on Form 8-K; those risks that are
described in the Registration Statement filed with the SEC and that
will be described in the accompanying proxy statement/prospectus
that will be filed with the SEC in connection with the proposed
transaction; and those risks that are described in the
Statement.
While the list of factors presented here, in the Statement and
in the Registration Statement are, and the list of factors to be
presented in the proxy statement/prospectus will be, considered
representative, no such list should be considered to be a complete
statement of all potential risks and uncertainties. Unlisted
factors may present significant additional obstacles to the
realization of forward-looking statements. Energy Transfer and
Crestwood caution you not to place undue reliance on any of these
forward-looking statements as they are not guarantees of future
performance or outcomes and that actual performance and outcomes,
including, without limitation, our actual results of operations,
financial condition and liquidity, and the development of new
markets or market segments in which we operate, may differ
materially from those made in or suggested by the forward-looking
statements contained in this communication. Neither Energy Transfer
nor Crestwood assumes any obligation to publicly provide revisions
or updates to any forward-looking statements, whether as a result
of new information, future developments or otherwise, should
circumstances change, except as otherwise required by securities
and other applicable laws. Neither future distribution of this
communication nor the continued availability of this communication
in archive form on Energy Transfer’s or Crestwood’s website should
be deemed to constitute an update or re-affirmation of these
statements as of any future date.
About Crestwood Equity Partners LP
Houston, Texas, based Crestwood Equity Partners LP (NYSE: CEQP)
is a master limited partnership that owns and operates midstream
businesses in multiple shale resource plays across the United
States. Crestwood is engaged in the gathering, processing,
treating, compression, storage and transportation of natural gas;
storage, transportation, terminalling and marketing of NGLs;
gathering, storage, terminalling and marketing of crude oil; and
gathering and disposal of produced water. For more information,
visit Crestwood Equity Partners LP at www.crestwoodlp.com; and to
learn more about Crestwood’s sustainability efforts, please visit
https://esg.crestwoodlp.com.
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version on businesswire.com: https://www.businesswire.com/news/home/20230926478891/en/
Investor Contact Andrew Thorington, 713-380-3028
Andrew.thorington@crestwoodlp.com Vice President, Finance and
Investor Relations
Media Contact Joanne Howard, 832-519-2211
Joanne.howard@crestwoodlp.com Senior Vice President, Sustainability
and Corporate Communications
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