Crestwood Equity Partners LP (NYSE: CEQP) (“Crestwood”) today
announced the receipt of consents from holders of record of its
outstanding 9.250% Perpetual Preferred Units (the “Preferred
Units”) (CUSIP/ISIN: 226344307 / US2263443077) as of September 22,
2023 (collectively, the “Preferred Holders”) necessary to approve
the proposed amendment (the “Proposed Amendment”) to Crestwood’s
Sixth Amended and Restated Agreement of Limited Partnership, dated
August 20, 2021, in connection with its previously announced
solicitation of consents (the “Consent Solicitation”). As of 4:00
p.m., Eastern Time, on October 24, 2023 (the “Effective Time”),
Preferred Holders of the requisite number of the issued and
outstanding Preferred Units had validly delivered and not revoked
consents to the Proposed Amendment. The ability of Preferred
Holders to revoke validly delivered consents terminated upon the
occurrence of the Effective Time. The Consent Solicitation will
expire at 5:00 p.m., Eastern Time, on October 25, 2023 (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 LP (“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.
As described in Crestwood’s Consent Solicitation Statement,
dated September 27, 2023 (the “Statement”), upon effectiveness, the
Proposed Amendment will, among other things, (i) increase the cash
redemption price for the Preferred Units in connection with a cash
redemption election in the Merger 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. As previously announced, the deadline for Preferred Holders
to elect the form of merger consideration they wish to receive in
the Merger is 5:00 p.m., Eastern Time, on October 31, 2023.
The Preferred Holders of at least two-thirds of the issued and
outstanding Preferred Units required to approve the Proposed
Amendment validly delivered and did not revoke consents to the
Proposed Amendment. Accordingly, the Proposed Amendment will go
into effect if the conditions to the Merger (the “Conditions”) are
satisfied or waived, as applicable, by the parties to the Merger
Agreement and the Merger Agreement is not otherwise terminated.
However, if the Conditions 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 (as defined below) will not be
paid.
Subject to the terms and conditions of the Consent Solicitation,
Crestwood will pay each Preferred Holder who validly delivered (and
did not revoke) its consent on or prior to the Expiration Date, a
cash payment equal to $0.182546 for each Preferred Unit with
respect to which consents have been received (and not revoked) (the
“Consent Fee”).
Crestwood will pay registered brokers and dealers in the United
States that delivered 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 delivered
consents from a retail beneficial owner of the Preferred Units is
eligible to receive a fee (the “Retail Soliciting Fee”) from
Crestwood equal to $0.0456365 for each Preferred Unit for which a
consent was validly delivered and not revoked by or on behalf of
such retail beneficial owner, except for any Preferred Units for
which consents were 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
delivered consents in respect of Preferred Units in an aggregate
amount of 25,000 Preferred Units or fewer. Crestwood expects to
pay, or cause to be paid, the Consent Fee and Retail Soliciting Fee
on or about November 3, 2023.
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 subject to the terms and
conditions stated therein.
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 U.S. 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 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. The Registration Statement was declared
effective by the SEC on September 29, 2023, and a definitive proxy
statement/prospectus has been mailed to Crestwood unitholders of
record as of September 22, 2023. This communication is not a
substitute for the Registration Statement, proxy
statement/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 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, without charge at the SEC’s website, at
http://www.sec.gov. Copies of the documents filed with the SEC by
Energy Transfer are 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 are 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, is contained in the
proxy statement/prospectus and other relevant materials filed with
the SEC.
Forward-Looking Statements
This communication contains “forward-looking statements.” 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: 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 and the accompanying proxy
statement/prospectus 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, in
the Registration Statement and in the proxy statement/prospectus is
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/20231024468782/en/
Crestwood Equity Partners LP Investor Contact Andrew
Thorington, 713-380-3028 andrew.thorington@crestwoodlp.com Vice
President, Finance and Investor Relations
Sustainability and Media Contact Joanne Howard,
832-519-2211 joanne.howard@crestwoodlp.com Senior Vice President,
Sustainability and Corporate Communications
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