0000899243-15-005885.txt : 20151002 0000899243-15-005885.hdr.sgml : 20151002 20151002131127 ACCESSION NUMBER: 0000899243-15-005885 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150930 FILED AS OF DATE: 20151002 DATE AS OF CHANGE: 20151002 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Crestwood Midstream Partners LP CENTRAL INDEX KEY: 0001304464 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION [4922] IRS NUMBER: 431918951 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 700 LOUISIANA ST. STREET 2: SUITE 2550 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 832-519-2200 MAIL ADDRESS: STREET 1: 700 LOUISIANA ST. STREET 2: SUITE 2550 CITY: HOUSTON STATE: TX ZIP: 77002 FORMER COMPANY: FORMER CONFORMED NAME: Crestwood Equity Partners LP DATE OF NAME CHANGE: 20131008 FORMER COMPANY: FORMER CONFORMED NAME: CRESTWOOD MIDSTREAM PARTNERS LP DATE OF NAME CHANGE: 20131007 FORMER COMPANY: FORMER CONFORMED NAME: INERGY MIDSTREAM, L.P. DATE OF NAME CHANGE: 20111116 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Crestwood Gas Services Holdings LLC CENTRAL INDEX KEY: 0001406900 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35377 FILM NUMBER: 151139419 BUSINESS ADDRESS: STREET 1: 717 TEXAS AVENUE STREET 2: SUITE 3150 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 832-519-2200 MAIL ADDRESS: STREET 1: 717 TEXAS AVENUE STREET 2: SUITE 3150 CITY: HOUSTON STATE: TX ZIP: 77002 FORMER NAME: FORMER CONFORMED NAME: Quicksilver Gas Services Holdings LLC DATE OF NAME CHANGE: 20070716 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Crestwood Holdings II LLC CENTRAL INDEX KEY: 0001501963 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35377 FILM NUMBER: 151139421 BUSINESS ADDRESS: STREET 1: 717 TEXAS AVENUE STREET 2: SUITE 3150 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 832-519-2200 MAIL ADDRESS: STREET 1: 717 TEXAS AVENUE STREET 2: SUITE 3150 CITY: HOUSTON STATE: TX ZIP: 77002 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FR Midstream Holdings LLC CENTRAL INDEX KEY: 0001501490 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35377 FILM NUMBER: 151139424 BUSINESS ADDRESS: STREET 1: ONE LAFAYETTE PLACE STREET 2: THIRD FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203-661-6601 MAIL ADDRESS: STREET 1: ONE LAFAYETTE PLACE STREET 2: THIRD FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 FORMER NAME: FORMER CONFORMED NAME: FR KA Holdings LLC DATE OF NAME CHANGE: 20100916 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: First Reserve GP XI, L.P. CENTRAL INDEX KEY: 0001477478 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35377 FILM NUMBER: 151139426 BUSINESS ADDRESS: STREET 1: ONE LAFAYETTE PLACE STREET 2: THIRD FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203-661-6601 MAIL ADDRESS: STREET 1: ONE LAFAYETTE PLACE STREET 2: THIRD FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: First Reserve GP XI, Inc. CENTRAL INDEX KEY: 0001477477 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35377 FILM NUMBER: 151139427 BUSINESS ADDRESS: STREET 1: ONE LAFAYETTE PLACE STREET 2: THIRD FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203-661-6601 MAIL ADDRESS: STREET 1: ONE LAFAYETTE PLACE STREET 2: THIRD FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Crestwood Holdings LLC CENTRAL INDEX KEY: 0001501962 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35377 FILM NUMBER: 151139420 BUSINESS ADDRESS: STREET 1: 717 TEXAS AVENUE STREET 2: SUITE 3150 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 832-519-2200 MAIL ADDRESS: STREET 1: 717 TEXAS AVENUE STREET 2: SUITE 3150 CITY: HOUSTON STATE: TX ZIP: 77002 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MACAULAY WILLIAM E CENTRAL INDEX KEY: 0000908428 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35377 FILM NUMBER: 151139425 MAIL ADDRESS: STREET 1: ONE LAFAYETTE PLACE STREET 2: THIRD FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Crestwood Holdings Partners, LLC CENTRAL INDEX KEY: 0001501961 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35377 FILM NUMBER: 151139422 BUSINESS ADDRESS: STREET 1: 717 TEXAS AVENUE STREET 2: SUITE 3150 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 832-519-2200 MAIL ADDRESS: STREET 1: 717 TEXAS AVENUE STREET 2: SUITE 3150 CITY: HOUSTON STATE: TX ZIP: 77002 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FR XI CMP Holdings LLC CENTRAL INDEX KEY: 0001501964 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35377 FILM NUMBER: 151139423 BUSINESS ADDRESS: STREET 1: ONE LAFAYETTE PLACE CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203-661-6601 MAIL ADDRESS: STREET 1: ONE LAFAYETTE PLACE CITY: GREENWICH STATE: CT ZIP: 06830 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2015-09-30 1 0001304464 Crestwood Midstream Partners LP CMLP 0001477477 First Reserve GP XI, Inc. ONE LAFAYETTE PLACE GREENWICH CT 06830 1 0 1 0 0001477478 First Reserve GP XI, L.P. ONE LAFAYETTE PLACE GREENWICH CT 06830 1 0 1 0 0000908428 MACAULAY WILLIAM E ONE LAFAYETTE PLACE GREENWICH CT 06830 1 0 1 0 0001501490 FR Midstream Holdings LLC ONE LAFAYETTE PLACE GREENWICH CT 06830 1 0 1 0 0001501964 FR XI CMP Holdings LLC ONE LAFAYETTE PLACE GREENWICH CT 06830 1 0 1 0 0001501961 Crestwood Holdings Partners, LLC 700 LOUISIANA STREET, SUITE 2550 HOUSTON TX 77002 1 0 1 0 0001501963 Crestwood Holdings II LLC 700 LOUISIANA STREET, SUITE 2550 HOUSTON TX 77002 1 0 1 0 0001501962 Crestwood Holdings LLC 700 LOUISIANA STREET, SUITE 2060 HOUSTON TX 77002 1 0 1 0 0001406900 Crestwood Gas Services Holdings LLC 700 LOUISIANA STREET, SUITE 2550 HOUSTON TX 77002 1 0 1 0 Common Units 2015-09-30 4 D 0 18339314 D 0 I See footnotes Common Units 2015-09-30 4 D 0 2497071 D 0 I See footnotes Common Units 2015-09-30 4 D 0 2210604 D 0 I See footnote Common Units 7137841 I See footnotes Common Units 21597 I See footnotes On September 30, 2015, the unitholders of Crestwood Midstream Partners LP (the "Issuer") approved the Agreement and Plan of Merger (the "Merger Agreement") by and among Crestwood Equity Partners LP ("CEQP"), Crestwood Equity GP LLC ("Equity GP"), CEQP ST SUB LLC ("MergerCo"), MGP GP, LLC ("MGP GP"), Crestwood Midstream Holdings LP ("Midstream Holdings"), the Issuer, Crestwood Midstream GP LLC ("Midstream GP") and Crestwood Gas Services GP LLC ("CMLP GP"). The merger pursuant to the Merger Agreement (the "Merger") was consummated on September 30, 2015, and MergerCo, MGP GP and Midstream Holdings merged with and into the Issuer and the Issuer survived and continued to exist as a Delaware limited partnership. (Continued from Footnote 1) As a result of the Merger, on September 30, 2015, (i) each common unit of the Issuer (the "Common Units") issued and outstanding immediately prior to the effective time of the Merger (other than Common Units held by CEQP, CMLP GP or their respective subsidiaries, if any) was converted into the right to receive 2.7500 common units of CEQP and (ii) each preferred unit of the Issuer issued and outstanding immediately prior to the effective time of the Merger (other than preferred units of the Issuer held by CEQP or its subsidiaries, if any) was converted into the right to receive 2.7500 preferred units of CEQP. (Continued From Footnote 2) Further, immediately following the effective time of the Merger, CEQP contributed 100% of the equity interests of Crestwood Operations LLC to the Issuer in exchange for additional limited partner interests in the Issuer, such that following the Merger and the related transactions provided for in the Merger Agreement, Midstream GP became a direct, wholly-owned subsidiary of CEQP and continues to be the sole general partner of the Issuer. CEQP and CMLP GP now own a 99.9% limited partner interest and a 0.1% limited partner interest, respectively, in the Issuer, as the surviving entity of the Merger. Following consummation of the Merger, the Common Units will be delisted from the New York Stock Exchange and deregistered pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934 (the "Exchange Act"). Prior to the Merger, Crestwood Gas Services Holdings LLC ("Gas Services Holdings") directly held 18,339,314 Common Units, Crestwood Holdings LLC ("Crestwood Holdings") directly held 2,497,071 Common Units, CMLP GP directly held 21,597 Common Units and CEQP directly held 7,137,841 Common Units. These units were held directly by KA First Reserve, LLC ("KA First Reserve") and were converted into the right to receive 2.7500 common units of CEQP for each Common Unit upon consummation of the Merger. FR Midstream Holdings LLC ("FR Midstream Holdings") owns a majority of the membership interests in KA First Reserve and controls the board of managers of KA First Reserve. Gas Services Holdings' sole member is Crestwood Holdings, whose sole member is Crestwood Holdings II LLC ("Holdings II"), whose sole member is Crestwood Holdings Partners, LLC, whose controlling member is FR XI CMP Holdings LLC, whose sole member is FR Midstream Holdings, whose manager is First Reserve GP XI, L.P., whose general partner is First Reserve GP XI, Inc. ("FR GP Inc."). William E. Macaulay is a director of FR GP Inc. and has the right to appoint a majority of the board of directors of FR GP Inc. Following the consummation of the Merger, CMLP GP's sole member is Midstream GP, whose sole member is CEQP. The general partner of CEQP is Equity GP. The sole member of Equity GP is Crestwood Holdings LP ("Holdings LP"). Gas Services Holdings and Crestwood Holdings together own all of the limited and general partnership interests of Holdings LP. Following the consummation of the Merger, the Issuer is wholly-owned by CEQP and CMLP GP. Because the registration of the Common Units will be terminated, the Common Units will no longer be subject to reporting under Section 16 of the Exchange Act. The Reporting Persons disclaim beneficial ownership of the securities reported on this Form 4 except to the extent of their pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of these securities for purposes of Section 16 of the Securities Exchange Act of 1934 or for any other purpose. Due to the limitation on the number of reporting persons that may file on a single Form 4, certain of the reporting persons are filing on a separate Form 4. FIRST RESERVE GP XI, INC., By: /s/ Michael France, Name: Michael France, Title: Managing Director 2015-09-30 FIRST RESERVE GP XI, L.P., By: First Reserve GP XI, Inc., its general partner, By: /s/ Michael France, Name: Michael France, Title: Managing Director 2015-09-30 WILLIAM E. MACAULAY, By: /s/ Anne E. Gold, Name: Anne E. Gold, Title: Attorney-in-fact 2015-09-30 FR MIDSTREAM HOLDINGS LLC, By: First Reserve GP XI, L.P., its managing member, By: First Reserve GP XI, Inc., its general partner, By: /s/ Michael France, Name: Michael France, Title: Managing Director 2015-09-30 FR XI CMP HOLDINGS LLC, By: First Reserve GP XI, L.P., its managing member, By: First Reserve GP XI, Inc., its general partner, By: /s/ Michael France, Name: Michael France, Title: Managing Director 2015-09-30 CRESTWOOD HOLDINGS PARTNERS, LLC, By: /s/ Joel C. Lambert, Name: Joel C. Lambert, Title: Senior Vice President 2015-09-30 CRESTWOOD HOLDINGS II LLC, By: /s/ Joel C. Lambert, Name: Joel C. Lambert, Title: Senior Vice President 2015-09-30 CRESTWOOD HOLDINGS LLC, By: /s/ Joel C. Lambert, Name: Joel C. Lambert, Title: Senior Vice President 2015-09-30 CRESTWOOD GAS SERVICES HOLDINGS LLC, By: /s/ Joel C. Lambert, Name: Joel C. Lambert, Title: Senior Vice President 2015-09-30