Current Report Filing (8-k)
07 März 2017 - 1:40PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
March 7, 2017
Date of
Report (Date of earliest event reported)
CRESTWOOD
MIDSTREAM PARTNERS LP
(Exact name of registrant as specified in charter)
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Delaware
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001-35377
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20-1647837
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(State of Incorporation
or Organization)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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700 Louisiana Street, Suite 2550
Houston, TX 77002
(Address of principal executive office) (Zip Code)
(832)
519-2200
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Item 7.01 Regulation FD Disclosure
On March 7, 2017, Crestwood Midstream Partners LP (the Partnership) issued a press release announcing the commencement of two
concurrent cash tender offers (the Offers) to purchase any and all of the outstanding $338,758,000 aggregate principal amount of its 6.000% senior notes due 2020 and $436,436,000 aggregate principal amount of its 6.125% senior notes due
2022. The terms and conditions of the Offers are described in the Offer to Purchase dated March 7, 2017, and the Letter of Transmittal and Notice of Guaranteed Delivery relating thereto. A copy of the press release is furnished as Exhibit 99.1
hereto and incorporated by reference herein.
In accordance with General Instruction B.2 of Form
8-K,
the information furnished pursuant to this Item 7.01 shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange
Act), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific
reference in such a filing. The information furnished pursuant to Item 7.01 shall not be deemed an admission as to the materiality of any information in this report on Form
8-K
that is required to be
disclosed solely to satisfy the requirements of Regulation FD.
Item 8.01 Other Events
Certain financial institutions have made available to the Partnership a $1,500,000,000 senior secured revolving credit facility (the
Credit Facility) pursuant to that certain Amended and Restated Credit Agreement dated as of September 30, 2015, by and among the Partnership, Wells Fargo Bank, National Association, as administrative agent, the lenders party thereto
and the agents party thereto, as amended by that certain Amendment dated April 20, 2016 (the
Credit Agreement
). On March 6, 2017, in conjunction with the Offers, Partnership obtained from a majority of the lenders to the
Credit Facility a consent to waive the requirements in Section 6.09(b)(i)(C)(1)(i) of the Credit Agreement. As a result, on or before June 30, 2017, the Partnership may borrow an aggregate amount not to exceed $325,000,000 under the Credit
Facility to fund the Offers and related fees and costs.
On March 7, 2017, the Partnership issued a press release announcing that it
intends to offer $500 million aggregate principal amount of senior notes due 2025 (the Notes Offering). A copy of the press release is attached hereto as Exhibit 99.2 hereto and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits
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Exhibit
Number
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Description
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99.1*
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Press Release related to the Offers dated March 7, 2017.
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99.2
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Press Release related to the Notes Offering dated March 7, 2017.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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CRESTWOOD MIDSTREAM PARTNERS LP
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By:
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Crestwood Midstream GP LLC,
its General
Partner
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By:
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/s/ Robert T. Halpin
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Robert T. Halpin
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Senior Vice President and Chief Financial Officer
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Dated: March 7, 2017
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EXHIBIT INDEX
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Exhibit
No.
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Description
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99.1*
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Press Release related to the Offers dated March 7, 2017.
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99.2
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Press Release related to the Notes Offering dated March 7, 2017.
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4
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