Amended Current Report Filing (8-k/a)
September 20 2013 - 7:02AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
W
ASHINGTON
, D.C. 20549
FORM 8-K/A
(Amendment No. 2)
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
(Registrants 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:
¨
|
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))
|
Explanatory Note
This Amendment No. 2 on Form 8-K/A (Amendment No. 2) amends Amendment No 1 to the Current Report on Form 8-K/A
of Inergy Midstream, L.P. (NRGM) filed with the Securities and Exchange Commission on August 28, 2013 (the Amendment No 1 Filing). This Amendment No. 2 is being filed to update certain required pro forma
financial information of NRGM included in the Amendment No. 1 Filing.
Item 8.01 Other Events
On September 13, 2013, NRGM closed the previously announced offering of 11,000,000 common units representing limited partner interests in
NRGM (the Common Units) at a price to the public of $22.50 per Common Unit ($21.69 per Common Unit, net of underwriting discounts) (the Equity Offering).
As previously announced, on May 5, 2013, 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 the Merger and the Equity Offering is attached as Exhibit 99.1 to this Current Report and incorporated by reference herein. A diagram depicting the simplified organizational structure of NRGM and
CMLP following the completion of the Equity Offering and the Merger is attached as Exhibit 99.2 to this Current Report and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(b)
Pro Forma Financial Information.
Unaudited pro forma condensed combined consolidated financial information of NRGM is filed as Exhibit
99.1 to this Amendment No. 1 and incorporated herein by reference:
|
|
|
Unaudited pro forma condensed combined consolidated balance sheet as of June 30, 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 six months ended June 30, 2013
|
|
|
|
Notes to unaudited pro forma condensed combined consolidated financial statements
|
(d) Exhibits
|
|
|
Exhibit
No.
|
|
Description
|
|
|
99.1
|
|
Inergy Midstream, L.P. Unaudited Pro Forma Condensed Combined Consolidated Financial Information.
|
|
|
99.2
|
|
Simplified Organizational Structural Diagram.
|
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: September 20, 2013
|
|
|
|
By:
|
|
/s/ Michael J. Campbell
|
|
|
|
|
|
|
Michael J. Campbell
Senior Vice President
and Chief Financial Officer
|
Exhibit Index
|
|
|
Exhibit
No.
|
|
Description
|
|
|
99.1
|
|
Inergy Midstream, L.P. Unaudited Pro Forma Condensed Combined Consolidated Financial Information.
|
|
|
99.2
|
|
Simplified Organizational Structural Diagram.
|
Inergy Midstream LP Unit Ltd Partnership Int (NYSE:NRGM)
Historical Stock Chart
From May 2024 to Jun 2024
Inergy Midstream LP Unit Ltd Partnership Int (NYSE:NRGM)
Historical Stock Chart
From Jun 2023 to Jun 2024