May 12, 2016 - 6:58 PM EDT
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Crestwood Midstream Partners LP Announces Cash Tender Offers

Crestwood Midstream Partners LP (“CMLP”), a wholly-owned subsidiary of Crestwood Equity Partners LP (NYSE:CEQP), announced today that CMLP has commenced cash tender offers (collectively, the “Tender Offers,” and each offer to purchase a series of notes individually, a “Tender Offer”) to purchase up to $250,000,000 aggregate purchase price, exclusive of accrued interest (the “Aggregate Maximum Purchase Amount”), of the outstanding notes issued by CMLP and its wholly-owned subsidiary, set forth in the table below (collectively, the “Notes”).

The terms and conditions of the Tender Offers are described in an Offer to Purchase dated May 12, 2016 (the “Offer to Purchase”) and the related Letter of Transmittal, and this press release is qualified in all respects by reference to such documents.

Series of Notes  

CUSIP
Number

 

Aggregate
Principal
Amount
Outstanding

 

Acceptance
Priority
Level

 

Tender Offer
Consideration(1)

 

Early
Tender
Premium(1)

 

Total
Consideration(1)(2)

6.000% Senior Notes due 2020 226373AJ7 $500,000,000 1 $917.50 $50.00 $967.50
 
6.125% Senior Notes due 2022 226373AH1 $600,000,000 2 $903.75 $50.00 $953.75
 
6.250% Senior Notes due 2023

226373AK4
U1300RAF9

$700,000,000 3 $902.50 $50.00 $952.50
 
(1)   Per $1,000 principal amount of Notes tendered and accepted for purchase by CMLP.
(2) Includes the Early Tender Premium (as defined below) for Notes tendered prior to the Early Tender Date and accepted for purchase by CMLP.
 

The amounts of each series of Notes to be purchased may be prorated as set forth in the Offer to Purchase. The order of priority for the purchase of Notes (the “Acceptance Priority Levels”) is shown in the table above, with 1 being the highest Acceptance Priority Level and 3 being the lowest Acceptance Priority Level, but with all Notes tendered before the Early Tender Date (as defined below) having priority over those tendered after such date, irrespective of their Acceptance Priority Levels. Therefore, if the Tender Offers are fully subscribed as of the Early Tender Date, Holders who tender Notes after the Early Tender Date will not have any of their Notes accepted for purchase.

The Tender Offers will expire at 11:59 p.m., New York City time, on June 9, 2016 unless earlier terminated by CMLP (such date and time with respect to a Tender Offer, as it may be extended for such Tender Offer, the “Expiration Date”). No tenders will be valid if submitted after the Expiration Date. Tendered Notes may be withdrawn from the Tender Offers prior to 5:00 p.m., New York City time, on May 25, 2016, unless extended by CMLP (such date and time with respect to a Tender Offer, as it may be extended for such Tender Offer, the “Withdrawal Deadline”). Holders of Notes who tender their Notes after the Withdrawal Deadline, but prior to the Expiration Date, may not withdraw their tendered Notes, except for certain limited circumstances where additional withdrawal rights are required by law.

Holders of Notes that are tendered prior to 5:00 p.m., New York City time, on May 25, 2016 (such date and time with respect to a Tender Offer, as it may be extended for such Tender Offer, the “Early Tender Date”) and accepted for purchase pursuant to the Tender Offers will receive the applicable Tender Offer Consideration plus the applicable early tender premium for such series of Notes indicated in the table above (with respect to each series of Notes, the “Early Tender Premium” and, together with the applicable Tender Offer Consideration, the “Total Consideration”). Holders of Notes tendered after the Early Tender Date, but before the Expiration Date, and accepted for purchase pursuant to the Tender Offers will receive the applicable Tender Offer Consideration for such series of Notes indicated in the table above, but not the Early Tender Premium. CMLP will pay accrued interest to the applicable settlement date on all Notes accepted for purchase.

CMLP reserves the right, in its sole discretion, at any point following the Early Tender Date and before the Expiration Date, to settle the purchase of any Notes tendered prior to the Early Tender Date, as described in the Offer to Purchase. Also as described in the Offer to Purchase, CMLP will purchase at a final settlement, promptly after the Expiration Date, any Aggregate Maximum Purchase Amount that is not purchased at the early settlement.

The Tender Offers are not conditioned upon a minimum amount of Notes of any series, or a minimum amount of Notes of all series, being tendered. However, the Tender Offers are conditioned upon the initial closing pursuant to a previously announced contribution agreement entered into on April 20, 2016 between wholly-owned subsidiaries of CMLP and Consolidated Edison, Inc. to own and operate certain natural gas storage and transportation assets in the Northeast, and the satisfaction or waiver of certain other conditions described in the Offer to Purchase.

Morgan Stanley & Co. LLC is the lead dealer manager and SunTrust Robinson Humphrey, Inc. is the co-dealer manager (together, the “Dealer Managers”). D.F. King & Co., Inc. has been retained to serve as both the tender agent and the information agent for the Tender Offers. Persons with questions regarding the Tender Offers should contact Morgan Stanley & Co. LLC at (toll-free) (800) 624-1808 or (collect) (212) 761-1057. Requests for copies of the Offer to Purchase, the related Letter of Transmittal and other related materials should be directed to D.F. King & Co., Inc. at (toll-free) (866) 829-1035 or (banks and brokers) (212) 269-5550 or email [email protected].

None of CMLP, its management, the Dealer Managers, the tender agent, the information agent or the trustees with respect to the Notes, or any of their respective affiliates, makes any recommendation that holders tender or refrain from tendering all or any portion of the principal amount of their Notes, and no one has been authorized by any of them to make such a recommendation. Holders must make their own decision as to whether to tender their Notes and, if so, the principal amount of Notes to tender. The Tender Offers are made only by the Offer to Purchase and related Letter of Transmittal. The Tender Offers are not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the Tender Offers are required to be made by a licensed broker or dealer, the Tender Offers will be deemed to be made on behalf of CMLP by the Dealer Managers or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.

This press release is neither an offer to purchase nor a solicitation of an offer to sell any Notes in the Tender Offers.

Forward-Looking Statement

This press release may include certain statements concerning expectations for the future that are forward-looking statements as defined by federal securities law. Such forward-looking statements are subject to a variety of known and unknown risks, uncertainties, and other factors that are difficult to predict and many of which are beyond management’s control. These risks and assumptions are described in CMLP’s annual reports on Form 10-K and other reports that are available from the United States Securities and Exchange Commission. Readers are cautioned not to place undue reliance on forward-looking statements, which reflect management’s view only as of the date made. We undertake no obligation to update any forward-looking statement, except as otherwise required by law.

About Crestwood Midstream Partners LP

Houston, Texas, based CMLP is a limited partnership and wholly-owned subsidiary of CEQP that owns and operates midstream businesses in multiple unconventional shale resource plays across the United States. CMLP is engaged in the gathering, processing, treating, compression, storage and transportation of natural gas; storage, transportation, terminalling, and marketing of NGLs; and gathering, storage, terminalling and marketing of crude oil.

Crestwood Midstream Partners LP
Investor Contact
Josh Wannarka, 713-380-3081
Vice President, Investor Relations
[email protected]


Source: Business Wire (May 12, 2016 - 6:58 PM EDT)

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