Crestwood Equity Partners LP (NYSE: CEQP) (“Crestwood”)
announced today that the board of directors of its general partner
(the “Board”) declared a quarterly cash distribution of $0.655 per
common unit ($2.620 annually) for the quarter ended September 30,
2023, which is unchanged quarter-over-quarter. In addition,
Crestwood announced a quarterly cash distribution of $0.2111 per
preferred unit ($0.8444 annually). Both common and preferred
distributions will be made on October 31, 2023, to unitholders of
record as of October 23, 2023.
Further, the Board declared a special cash distribution of
$0.003 per common unit and $0.0003 per preferred unit (the “Special
Distribution”) payable on October 31, 2023 to unitholders of record
at the close of business on October 23, 2023.
The right to issue the Special Distribution was negotiated as
part of Crestwood’s pending transaction (the “Transaction”) with
Energy Transfer LP (“Energy Transfer”), providing Crestwood the
option to pay a special cash distribution to its unitholders (in an
amount not to exceed $0.003 per common unit and $0.0003 per
preferred unit) if Energy Transfer and Crestwood mutually agree
that the closing of the Transaction is reasonably expected to occur
before the ex-dividend date of Energy Transfer’s regular quarterly
distribution in respect of Energy Transfer common units for the
quarter ending December 31, 2023.
Crestwood investors are encouraged to visit
www.votecrestwood.com for additional information about Crestwood’s
Transaction with Energy Transfer, including transaction benefits
and unitholder voting information in advance of the October 30th
special meeting of unitholders.
Tax Notice to Foreign Investors
Concurrent with this announcement we are providing qualified
notice to brokers and nominees that hold Crestwood units on behalf
of non-U.S. investors under Treasury Regulation Section 1.1446-4(b)
and (d) and Treasury Regulation Section 1.1446(f)-4(c)(2)(iii).
Brokers and nominees should treat one hundred percent (100%) of
Crestwood’s distributions to non-U.S. investors as being
attributable to income that is effectively connected with a United
States trade or business. In addition, brokers and nominees should
treat one hundred percent (100%) of the distribution as being in
excess of cumulative net income for purposes of determining the
amount to withhold. Accordingly, Crestwood’s distributions to
non-U.S. investors are subject to federal income tax withholding at
a rate equal to the highest applicable effective tax rate plus ten
percent (10%). Nominees, and not Crestwood, are treated as the
withholding agents responsible for withholding on the distributions
received by them on behalf of non-U.S. investors.
Important Information about the Transaction and Where to Find
It
In connection with the Transaction between Energy Transfer and
Crestwood, Energy Transfer filed with the U.S. Securities and
Exchange Commission (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
(the “proxy statement/prospectus”), and each party will file other
documents regarding the Transaction with the SEC. The Registration
Statement was declared effective by the SEC on September 29, 2023,
and a definitive proxy statement/prospectus was 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 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 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 Transaction. 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.
No Offer or Solicitation
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 any securities or a solicitation of
any vote or approval, 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”).
Forward-Looking Statements
This communication contains “forward-looking statements” within
the meaning of the federal securities laws, including Section 27A
of the Securities Act and Section 21E of the Securities Exchange
Act of 1934, as amended. 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 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: the completion of the Transaction 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 Transaction, including the possibility that any
of the anticipated benefits of the Transaction will not be realized
or will not be realized within the expected time period; the
ability of Energy Transfer and Crestwood to integrate their
businesses successfully and to achieve anticipated synergies and
value creation; potential litigation relating to the Transaction
that could be instituted against Energy Transfer, Crestwood or the
directors of their respective general partners; the risk that
disruptions from the 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 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 Transaction that could affect Energy Transfer’s and/or
Crestwood’s financial performance and operating results; certain
restrictions during the pendency of the Transaction 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 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; and those risks that are
described in the Registration Statement and the accompanying proxy
statement/prospectus filed with the SEC in connection with the
Transaction.
While the list of factors presented here, 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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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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