Item 1.01
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Entry into a Material Definitive Agreement.
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Indenture
On March 14, 2017, Crestwood Midstream Partners LP (the Partnership) and Crestwood Midstream Finance Corp. (Finance
Corp and together with the Partnership, the Issuers) issued $500.0 million aggregate principal amount of 5.75% Senior Notes due 2025 (the 2025 Notes), which will mature on April 1, 2025, pursuant to an
Indenture dated as of March 14, 2017, among the Issuers, the guarantors party thereto (the Guarantors and together with the Issuers, the Crestwood Entities) and U.S. Bank National Association, as trustee (the
Indenture).
Interest on the 2025 Notes will be payable in cash on April 1 and October 1 of each year, beginning on
October 1, 2017. Interest on the 2025 Notes will accrue from March 14, 2017.
The Partnership used the net proceeds from the
notes offering (the Offering), together with borrowings under its revolving credit facility, to fund two concurrent cash tender offers (the Tender Offers) to purchase any and all of its outstanding 6.0% Senior Notes due 2020
(the 2020 Notes) and 6.125% Senior Notes due 2022 (the 2022 Notes and together with the 2020 Notes, the Tender Notes). The Tender Offers were made pursuant to an Offer to Purchase dated March 7, 2017.
The description of the Indenture above does not purport to be complete and is qualified in its entirety by reference to the complete text of
the Indenture, a copy of which is filed as Exhibit 4.1 to this Current Report on Form
8-K
and is incorporated herein by reference.
Registration Rights Agreement
On
March 14, 2017, the Crestwood Entities and J.P. Morgan Securities LLC, as representative of the initial purchasers, entered into a registration rights agreement with respect to the 2025 Notes (the Registration Rights Agreement). In
the Registration Rights Agreement, the Crestwood Entities have agreed that they will (i) file a registration statement on an appropriate registration form with respect to a registered offer to exchange the 2025 Notes for new notes guaranteed by
the guarantors on a senior unsecured basis, with terms substantially identical in all material respects to the 2025 Notes, and (ii) use their commercially reasonable efforts to cause the exchange offer registration statement to be declared
effective under the Securities Act of 1933, as amended.
The Crestwood Entities have agreed to use their commercially reasonable efforts
to cause the exchange offer to be consummated or, if required, to have one or more shelf registration statements declared effective, within 360 days after the issue date of the 2025 Notes. If the Crestwood Entities fail to satisfy this obligation (a
registration default), the annual interest rate on the 2025 Notes will increase by 0.25%. The annual interest rate on the 2025 Notes will increase by an additional 0.25% for each subsequent
90-day
period during which the registration default continues, up to a maximum additional interest rate of 1.00% per year over the applicable interest rate listed in the Indenture. If the registration default is corrected, the applicable interest rate
will revert to the original level.
If the Crestwood Entities must pay additional interest, they will pay it to the noteholders in cash on
the same dates that the Issuers make other interest payments on the 2025 Notes, until the registration default is corrected.
The
description of the Registration Rights Agreement above does not purport to be complete and is qualified in its entirety by reference to the complete text of the Registration Rights Agreement, a copy of which is filed as Exhibit 4.3 to this Current
Report on Form
8-K
and is incorporated herein by reference.