On February 1, 2022, we completed the merger with Oasis Midstream. Pursuant to the merger agreement, Chord received cash and approximately 20.9 million newly issued CEQP common units in exchange for its common units held in Oasis Midstream. In addition, Oasis Midstream’s public unitholders received approximately 12.9 million newly issued CEQP common units in exchange for the Oasis Midstream common units held by them. For a further discussion of the merger with Oasis Midstream, see Note 3.

On July 11, 2022, we acquired First Reserves’s 50% equity interest in Crestwood Permian in exchange for approximately $5.9 million in cash and approximately 11.3 million newly issued CEQP common units. For a further discussion of the CPJV Acquisition, see Note 3.

On September 15, 2022, CEQP acquired 4.6 million CEQP common units from OMS Holdings LLC, a subsidiary of Chord, for approximately $123.7 million. This transaction resulted in CEQP retiring the common units acquired from OMS Holdings LLC.

Limited Partners. A summary of CEQP’s limited partner quarterly cash distributions for the nine months ended September 30, 2023 and 2022 is presented below:


Record Date	Payment Date	Per Unit Rate		Cash Distributions (in millions)
2023
February 7, 2023	February 14, 2023	$	0.655	$	68.9
May 8, 2023	May 15, 2023	$	0.655	68.9
August 7, 2023	August 14, 2023	$	0.655	68.9
				$	206.7
2022
February 7, 2022	February 14, 2022	$	0.625	$	60.9
May 6, 2022	May 13, 2022	$	0.655	64.2
August 5, 2022	August 12, 2022	$	0.655	71.6
				$	196.7

On October 12, 2023, the board of directors of our general partner declared a cash distribution of $0.655 per limited partner unit with respect to the quarter ended September 30, 2023. In addition, the board of directors declared a special cash distribution of $0.003 per limited partner unit in conjunction with the Energy Transfer Merger. The cash distributions were paid on October 31, 2023 to unitholders of record on October 23, 2023.

Preferred Unitholders. During the nine months ended September 30, 2023 and 2022, we paid cash distributions of approximately $45.1 million and $45.0 million to our preferred unitholders. On October 12, 2023, the board of directors of our general partner declared a cash distribution of approximately $15 million with respect to the quarter ended September 30, 2023. In addition, the board of directors declared a special cash distribution of $0.0003 per preferred unit in conjunction with the Energy Transfer Merger. The cash distributions were paid on October 31, 2023 to unitholders of record on October 23, 2023.

During the nine months ended September 30, 2023 and 2022, Crestwood Midstream paid cash distributions of $264.8 million and $537.6 million to its partners.

On February 1, 2022, Crestwood Midstream received a non-cash contribution of approximately $1,075.1 million from Crestwood Equity related to net assets it acquired in conjunction with the merger with Oasis Midstream. In addition, Crestwood Equity contributed the cash acquired in conjunction with the merger with Oasis Midstream of approximately $14.9 million to Crestwood Midstream.

On July 11, 2022, Crestwood Midstream received a non-cash contribution of approximately $127.3 million from Crestwood Equity related to the acquisition of its 50% equity interest in Crestwood Permian. In addition, Crestwood Equity contributed the cash acquired in conjunction with this acquisition of approximately $149.4 million to Crestwood Midstream.

Crestwood Niobrara LLC (Crestwood Niobrara) issued preferred interests to CN Jackalope Holdings LLC (Jackalope Holdings), which are reflected as non-controlling interest in subsidiary apart from partners’ capital (i.e., temporary equity) on our consolidated balance sheets. We adjust the carrying amount of our non-controlling interest to its liquidation value each period through net income attributable to non-controlling partner.

In July 2023, we entered into a Fourth Amended and Restated Limited Liability Company Agreement with Jackalope Holdings to modify certain provisions related to the conversion and redemption of the Crestwood Niobrara preferred units. In conjunction with the merger agreement we entered into with Energy Transfer in August 2023 which is further discussed in Note 1, the Crestwood Niobrara preferred units became currently redeemable and as a result, we reflected the Crestwood Niobrara preferred units at their Change of Control Redemption Price (as defined in the agreement) which is equal to 105% of the liquidation value.

The following tables show the change in our non-controlling interest in subsidiary at September 30, 2023 and 2022 (in millions):


Balance at December 31, 2022	$	434.4

Distributions to non-controlling partner	(31.0)
Net income attributable to non-controlling partner(1)	52.6
Balance at September 30, 2023	$	456.0


Balance at December 31, 2021	$	434.6

Distributions to non-controlling partner	(31.0)
Net income attributable to non-controlling partner	30.8
Balance at September 30, 2022	$	434.4

(1)Includes approximately $21.7 million recorded during the three months ended September 30, 2023 to reflect the Crestwood Niobrara preferred units at their maximum redemption value as discussed above.

In October 2023, Crestwood Niobrara paid a cash distribution of approximately $10.3 million to Jackalope Holdings with respect to the quarter ended September 30, 2023.

In February 2023, Crestwood Equity issued 245,929 performance units (the February 2023 Units) under the Crestwood Equity Partners LP 2018 Long-Term Incentive Plan (Crestwood LTIP). The performance units are designed to provide an incentive for continuous employment to certain key employees. The vesting of performance units is subject to the attainment of certain performance and market goals over a three-year period, and entitle a participant to receive common units of Crestwood Equity without payment of an exercise price upon vesting. As of September 30, 2023, we had total unamortized compensation expense

of approximately $4.5 million related to the February 2023 Units. During the three and nine months ended September 30, 2023, we recognized compensation expense of $0.5 million and $1.9 million related to the February 2023 Units, which is included in general and administrative expenses on our consolidated statements of operations.

During the nine months ended September 30, 2023, 161,278 performance units that were previously issued in 2020 under the Crestwood LTIP vested, and as a result of the attainment of certain performance and market goals and related distributions during the three years that the awards were outstanding, we issued 217,702 common units during the nine months ended September 30, 2023 related to those performance units.