Long-Term Debt

12 Months Ended

Dec. 31, 2021

Long-term debt consisted of the following (in millions):


	December 31,
	2021		2020
Credit Facility	$	282.0	$	719.0
2023 Senior Notes	—		687.2
2025 Senior Notes	500.0		500.0
2027 Senior Notes	600.0		600.0
2029 Senior Notes	700.0		—
Other(1)	0.2		0.4
Less: deferred financing costs, net	29.9		22.6
Total debt	2,052.3		2,484.0
Less: current portion	0.2		0.2
Total long-term debt, less current portion	$	2,052.1	$	2,483.8

(1)Represents non-interest bearing obligations related to certain companies acquired in 2014 with payments due through 2022.

Credit Facility

In December 2021, Crestwood Midstream entered into a Third Amended and Restated Credit Agreement (the CMLP Credit Agreement). The CMLP Credit Agreement provides for a five-year $1.5 billion revolving credit facility (the CMLP Credit Facility), which matures in December 2026 and is available to fund acquisitions, working capital and internal growth projects and for general partnership purposes. The CMLP Credit Agreement increased from $1.25 billion to $1.5 billion upon the closing of the merger with Oasis Midstream Partners LP (Oasis Midstream) on February 1, 2022, which is further discussed in Note 20. The credit agreement allows Crestwood Midstream to increase its available borrowings under the facility by $350 million, subject to lender approval and the satisfaction of certain other conditions, as described in the credit agreement. The CMLP Credit Facility also includes a sub-limit of up to $25 million for same-day swing line advances and a sub-limit up to $350 million for letters of credit. Subject to limited exception, the CMLP Credit Facility is guaranteed and secured by substantially all of the equity interests and assets of Crestwood Midstream’s subsidiaries, except for Crestwood Infrastructure Holdings LLC, Crestwood Niobrara, PRBIC and Tres Holdings and their respective subsidiaries. Crestwood Equity also guarantees Crestwood Midstream’s payment obligations under its $1.5 billion credit agreement. We recognized a loss on extinguishment of debt of approximately $0.8 million for the year ended December 31, 2021 in conjunction with amending and restating the CMLP Credit Agreement.

Prior to amending and restating its credit agreement in December 2021, Crestwood Midstream had a five-year $1.25 billion senior secured revolving credit facility, which would have expired in October 2023 (2023 Credit Facility). Contemporaneous with the Crestwood Holdings Transactions in March 2021, Crestwood Midstream amended the 2023 Credit Facility in order to,

among other things, permit the borrowings under the 2023 Credit Facility to fund the Crestwood Holdings Transactions and revise the definition of Change in Control in the credit agreement as it relates to the control of CEQP’s general partner.

The CMLP Credit Agreement contains various covenants and restrictive provisions that limit our ability to, among other things, (i) incur additional debt; (ii) make distributions on or redeem or repurchase units; (iii) make certain investments and acquisitions; (iv) incur or permit certain liens to exist; (v) merge, consolidate or amalgamate with another company; (vi) transfer or dispose of assets; and (vii) incur a change in control at either Crestwood Equity or Crestwood Midstream.

Borrowings under the CMLP Credit Facility (other than the swing line loans) bear interest at either:

•the Alternate Base Rate, which is defined as the highest of (i) the federal funds rate plus 0.50%; (ii) Wells Fargo Bank’s prime rate; or (iii) the Adjusted Term SOFR (as defined in the credit agreement) for a one-month tenor plus 1% per annum; plus a margin varying from 0.50% to 1.50% depending on Crestwood Midstream’s most recent consolidated total leverage ratio; or

•Adjusted Term SOFR plus a margin varying from 1.50% to 2.50% depending on Crestwood Midstream’s most recent consolidated total leverage ratio.

Swing line loans bear interest at the Alternate Base Rate as described above. The unused portion of the CMLP Credit Facility is subject to a commitment fee ranging from 0.30% to 0.50% according to CMLP’s most recent consolidated total leverage ratio. Interest on the Alternate Base Rate loans is payable quarterly, or if the Adjusted Term SOFR applies, interest is payable at certain intervals selected by Crestwood Midstream.

Crestwood Midstream is required under its credit agreement to maintain a net debt to consolidated EBITDA ratio (as defined in its credit agreement) of not more than 5.50 to 1.0, a consolidated EBITDA to consolidated interest expense ratio (as defined in its credit agreement) of not less than 2.50 to 1.0, and a senior secured leverage ratio (as defined in its credit agreement) of not more than 3.50 to 1.0. At December 31, 2021, the net debt to consolidated EBITDA was approximately 3.53 to 1.0, the consolidated EBITDA to consolidated interest expense was approximately 4.93 to 1.0, and the senior secured leverage ratio was 0.48 to 1.0.

At December 31, 2021, Crestwood Midstream had $961.7 million of available capacity under its credit facility considering the most restrictive covenants in its credit agreement. At December 31, 2021 and 2020, Crestwood Midstream’s outstanding standby letters of credit were $6.3 million and $23.9 million. The interest rates on borrowings under the credit facility were between 1.90% and 4.00% at December 31, 2021 and 2.40% and 4.50% at December 31, 2020. The weighted-average interest rates on outstanding borrowings as of December 31, 2021 and 2020 was 1.91% and 2.45%.

If Crestwood Midstream fails to perform its obligations under these and other covenants, the lenders’ credit commitment could be terminated and any outstanding borrowings, together with accrued interest, under the CMLP Credit Facility could be declared immediately due and payable. The CMLP Credit Facility also has cross default provisions that apply to any of its other material indebtedness.

Senior Notes

2023 Senior Notes. The 6.25% Senior Notes due 2023 (the 2023 Senior Notes) were scheduled to mature on April 1, 2023. During the year ended December 31, 2021, we redeemed $687.2 million of principal under the 2023 Senior Notes. In conjunction with the repayment of the notes, we recognized a loss on extinguishment of debt of approximately $6.7 million during the year ended December 31, 2021, and paid approximately $8.6 million of accrued interest on the 2023 Senior Notes on the dates they were repurchased. We funded the repayment using a portion of the proceeds from the issuance of the 2029 Senior Notes (described below) and borrowings under the 2023 Credit Facility. During the year ended December 31, 2020, we paid approximately $12.6 million to repurchase and cancel approximately $12.8 million of the 2023 Senior Notes.

2025 Senior Notes. The 5.75% Senior Notes due 2025 (the 2025 Senior Notes) mature on April 1, 2025, and interest is payable semi-annually in arrears on April 1 and October 1 of each year.

2027 Senior Notes. In April 2019, Crestwood Midstream issued $600 million of 5.625% unsecured senior notes due 2027 (the 2027 Senior Notes). The 2027 Senior Notes mature on May 1, 2027, and interest is payable semi-annually in arrears on May 1 and November 1 of each year, beginning November 1, 2019. The net proceeds from this offering of approximately $591.1 million were used to fund the acquisition of the remaining 50% equity interest in Jackalope.

2029 Senior Notes. In January 2021, Crestwood Midstream issued $700 million of 6.00% unsecured senior notes due 2029 (the 2029 Senior Notes). The 2029 Senior Notes mature on February 1, 2029, and interest is payable semiannually in arrears on February 1 and August 1 of each year, beginning on August 1, 2021. The net proceeds from this offering of approximately $691.0 million were used to repay a portion of the 2023 Senior Notes and to repay indebtedness under the 2023 Credit Facility.

In general, each series of Crestwood Midstream’s senior notes are fully and unconditionally guaranteed, joint and severally, on a senior unsecured basis by Crestwood Midstream’s domestic restricted subsidiaries (other than Crestwood Midstream Finance Corp., which has no assets). The indentures contain customary release provisions, such as (i) disposition of all or substantially all the assets of, or the capital stock of, a guarantor subsidiary to a third person if the disposition complies with the indentures; (ii) designation of a guarantor subsidiary as an unrestricted subsidiary in accordance with its indentures; (iii) legal or covenant defeasance of a series of senior notes, or satisfaction and discharge of the related indenture; and (iv) guarantor subsidiary ceases to guarantee any other indebtedness of Crestwood Midstream or any other guarantor subsidiary, provided it no longer guarantees indebtedness under the CMLP Credit Facility.

The indentures restrict the ability of Crestwood Midstream and its restricted subsidiaries to, among other things, sell assets; redeem or repurchase subordinated debt; make investments; incur or guarantee additional indebtedness or issue preferred units; create or incur certain liens; enter into agreements that restrict distributions or other payments to Crestwood Midstream from its restricted subsidiaries; consolidate, merge or transfer all or substantially all of their assets; engage in affiliate transactions; create unrestricted subsidiaries; and incur a change in control at either Crestwood Equity or Crestwood Midstream. These restrictions are subject to a number of exceptions and qualifications, and many of these restrictions will terminate when the senior notes are rated investment grade by either Moody’s Investors Service, Inc. or Standard & Poor’s Rating Services and no default or event of default (each as defined in the respective indentures) under the indentures has occurred and is continuing.

At December 31, 2021, Crestwood Midstream was in compliance with the debt covenants and restrictions in each of its credit agreements discussed above.

The CMLP Credit Facility and senior notes are secured by the net assets of its guarantor subsidiaries. Accordingly, such assets are only available to the creditors of Crestwood Midstream. Crestwood Equity had restricted net assets of approximately $1,232.3 million as of December 31, 2021.

Maturities

The aggregate maturities of principal amounts on our outstanding long-term debt as of December 31, 2021 for the next five years and in total thereafter are as follows (in millions):


2022	$	0.2
2023	—
2024	—
2025	500.0
2026	282.0
Thereafter	1,300.0
Total debt	$	2,082.2