CRESTWOOD EQUITY PARTNERS LP (NYSE:CEQP) Files An 8-K Entry into a Material Definitive AgreementItem 1.01. Entry Into a Material Definitive Agreement.
On August4, 2017, Crestwood Equity Partners LP (the “Partnership”) and Crestwood Equity GP LLC (the “General Partner”) entered into an Equity Distribution Agreement (the “Distribution Agreement”) with Wells Fargo Securities, LLC, Barclays Capital Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Morgan Stanley& Co. LLC and RBC Capital Markets, LLC (each, a “Manager” and collectively, the “Managers”). to the terms of the Distribution Agreement, the Partnership may sell from time to time through the Managers, as the Partnership’s sales agents, the Partnership’s common units representing limited partner interests having an aggregate offering price of up to $250,000,000 (the “Units”). Sales of the Units, if any, will be made by means of ordinary brokers’ transactions, to or through a market maker or directly on or through an electronic communication network, a “dark pool” or any similar market venue, or as otherwise agreed by the Partnership and one or more of the Managers. The Units will be issued to the Partnership’s shelf registration statement on Form S-3 (Registration No.333-217062).
Certain of the Managers and their respective affiliates have provided, and may in the future provide, various financial advisory, sales and trading, commercial and investment banking and other financial and non-financial activities and services to the Partnership and its affiliates, for which they have received or will receive customary fees and expenses. In addition, affiliates of certain of the Managers are lenders under the revolving credit facility of Crestwood Midstream Partners LP, a subsidiary of the Partnership.
The summary of the Distribution Agreement in this report does not purport to be complete and is qualified by reference to the full text of the Distribution Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K, and is incorporated herein by reference.
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Item 1.01. Financial Statements and Exhibits.
(d) Exhibits.
|
Exhibit Number |
Description |
| 1.1 | Equity Distribution Agreement, dated August 4, 2017, by and among the Partnership, the General Partner and the Managers named therein. |
| 5.1 | Opinion of Vinson & Elkins L.L.P. |
| 8.1 | Opinion of Vinson & Elkins L.L.P., relating to tax matters. |
| 23.1 | Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1 hereto). |
| 23.2 | Consent of Vinson & Elkins L.L.P. (included in Exhibit 8.1 hereto). |
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Crestwood Equity Partners LP ExhibitEX-1.1 2 d417797dex11.htm EX-1.1 EX-1.1 Exhibit 1.1 CRESTWOOD EQUITY PARTNERS LP COMMON UNITS REPRESENTING LIMITED PARTNER INTERESTS EQUITY DISTRIBUTION AGREEMENT August 4,…To view the full exhibit click here
About CRESTWOOD EQUITY PARTNERS LP (NYSE:CEQP)
Crestwood Equity Partners LP is a holding and master limited partnership (MLP) company. The Company develops, acquires, owns or controls, and operates assets and operations within the energy midstream sector. Its segments include gathering and processing (G&P), which includes its natural gas, crude oil and produced water G&P operations; storage and transportation, which includes its natural gas and crude oil storage and transportation operations, and marketing, supply and logistics, which includes its natural gas liquid (NGL) supply and logistics business, crude oil storage and rail loading facilities and fleet, and salt production business. It provides infrastructure solutions to service natural gas and crude oil shale plays across the United States. It owns and operates a portfolio of crude oil and natural gas gathering, processing, storage and transportation assets. The Company’s operating assets are owned by or through its subsidiary, Crestwood Midstream Partners LP.