SECURITIES AND EXCHANGE COMMISSION
W ASHINGTON , D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) October 10, 2013 (October 4, 2013)
CRESTWOOD EQUITY PARTNERS LP
(Exact name of registrant as specified in its charter)
| Delaware | 001-34664 | 43-1918951 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) |
700 Louisiana Street, Suite 2060
Houston, Texas 77002
(Address of principal executive offices)
(832) 519-2200
(Registrant’s telephone number, including area code)
Inergy, L.P.
(Former name or former address, if changed since last report.)
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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Introductory Note
As previously disclosed, on May 5, 2013, Inergy, L.P. (“NRGY”), Inergy GP, LLC (“Inergy GP”), Crestwood Holdings, LLC (“Crestwood Holdings”) and Crestwood Gas Holdings, LLC entered into a Follow-On Contribution Agreement (the “Follow-On Contribution Agreement”).
On October 7, 2013, the transactions contemplated by the Follow-On Contribution Agreement closed. Pursuant to the Follow-On Contribution Agreement, Crestwood Holdings contributed to NRGY 7,137,841 Inergy Midstream, L.P. (“NRGM”) common units that Crestwood Holdings received upon the closing of the previously announced merger involving NRGM and Crestwood Midstream Partners LP (the “Merger”) in exchange for 14,318,396 NRGY common units (the “NRGY Common Units”).
Immediately following the Merger, NRGY changed its name to “Crestwood Equity Partners LP.” Crestwood Equity Partners LP is referred to herein as the “Partnership.”
| Item 2.01 | Completion of Acquisition or Disposition of Assets. |
The information included under the “Introductory Note” is hereby incorporated into this Item 2.01 by reference.
The description of the Follow-On Contribution Agreement in this Item 2.01 does not purport to be complete and is qualified in its entirety by reference to the complete text of the Follow-On Contribution Agreement, which was filed as Exhibit 2.2 to NRGY’s Current Report on Form 8-K filed on May 9, 2013 and is incorporated herein by reference.
| Item 3.02 | Unregistered Sales of Equity Securities. |
The information in the Introductory Note and Item 2.01 are hereby incorporated into this Item 3.02 by reference.
The issuance of the NRGY Common Units is being made in reliance upon an exemption from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(2) thereof.
| Item 3.03 | Material Modification to Rights of Security Holders. |
The information included under Item 5.03 is hereby incorporated into this Item 3.03 by reference.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
In connection with the closing of the Merger, on October 7, 2013, Steven M. Dougherty was appointed Senior Vice President and Chief Accounting Officer of the Partnership, J. Heath Deneke was appointed President— Natural Gas and William C. Gautreaux was appointed President—Liquids and Crude.
Mr. Dougherty, age 41, was appointed Senior Vice President, Interim Chief Financial Officer and Chief Accounting Officer of CMLP GP on January 18, 2013. Mr. Dougherty served as Vice President and Chief Accounting Officer of Crestwood Gas Services GP LLC “(CMLP GP”) from June 2012 to January 18, 2013. Prior to joining CMLP GP, Mr. Dougherty was Director of Corporate Accounting at El Paso Corporation (“El Paso”) beginning in 2001, with responsibilities over El Paso’s corporate segment and leading El Paso’s efforts in addressing complex accounting matters. Prior to joining El Paso, Mr. Dougherty had seven years’ experience with KPMG LLP, working with public and private companies in the financial services industry. Mr. Dougherty holds a Master of Public Accountancy from The University of Texas at Austin and is a certified public accountant in the State of Texas.
J. Heath Deneke, age 40, served as Senior Vice President and Chief Commercial Officer of CMLP GP from August 2012 to October 2013. Prior to joining CMLP GP, Mr. Deneke served in various management positions at El Paso Corporation and its affiliates, including Vice President of Project Development and Engineering for the Pipeline Group, Director of Marketing and Asset Optimization for Tennessee Gas Pipeline Company and Manager of Business Development and Strategy for Southern Natural Gas Company. Mr. Deneke holds a bachelor’s degree in Mechanical Engineering from Auburn University.
William C. Gautreaux, age 50, served as President—Inergy Services for NRGM GP, LLC from September 2012 to October 2013 and served as President—Inergy Services for Inergy GP from November 2011 to October 2013. Mr. Gautreaux had been with NRGY since its inception in 1997 and manages the Partnership’s coast-to-coast NGL supply and logistics business. Prior to joining NRGY, Mr. Gautreaux was employed by Ferrellgas, Inc. and later co-founded and managed supply and risk management for LPG Services Group, Inc., which was acquired by Dynegy in 1996.
At this time, Messrs. Dougherty, Gautreaux and Deneke have not entered into any executive compensatory arrangements with the Partnership with respect to their appointments as officers of the Partnership. Messrs. Dougherty and Deneke will continue to be compensated pursuant to their existing employment arrangements with Crestwood Holdings Partners LLC and may in the future participate in certain executive compensation arrangements related to their positions with the Partnership. Mr. Gautreaux will continue to be compensated pursuant to his existing employment arrangement with Inergy Operations, LLC and may in the future participate in certain new executive compensation arrangements related to his new position with the Partnership.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On October 4, 2013, in connection with the Merger, the Board of Directors of Inergy GP approved an amendment to the partnership agreement of the Partnership (the “Partnership Amendment”) and the Certificate of Limited Partnership of the Partnership (the “Charter Amendment”). The Partnership Amendment changed (i) the name of the Partnership from Inergy, L.P. to Crestwood Equity Partners LP and (ii) the principal address of the Partnership to 700 Louisiana Street, Suite 2060, Houston, Texas 77002. The Partnership Amendment was effective as of October 7, 2013. The Charter Amendment (i) reflected the change in the name of the Partnership from Inergy, L.P. to Crestwood Equity Partners LP and (ii) changed the name of the general partner of the Partnership from Inergy GP, LLC to Crestwood Equity GP LLC.
The foregoing descriptions of the Partnership Amendment and the Charter Amendment above do not purport to be complete and are qualified in their entirety by reference to the complete text of the Partnership Amendment and the Charter Amendment, copies of which are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
|
Exhibit Number |
Description |
|
| 3.1 | Amendment No. 1, dated October 7, 2013, to the Fourth Amended and Restated Agreement of Limited Partnership of Crestwood Equity Partners LP | |
| 3.2 | Amendment, dated October 7, 2013 to the Certificate of Limited Partnership of Crestwood Equity Partners LP | |
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CRESTWOOD EQUITY PARTNERS LP | ||||||
| By: |
Crestwood Equity GP LLC, its General Partner |
|||||
| Date: October 10, 2013 | By: |
/s/ Michael J. Campbell |
||||
|
Michael J. Campbell Senior Vice President and Chief Financial Officer |
||||||
Exhibit Index
|
Exhibit Number |
Description |
|
| 3.1 | Amendment No. 1, dated October 7, 2013, to the Fourth Amended and Restated Agreement of Limited Partnership of Crestwood Equity Partners LP | |
| 3.2 | Amendment, dated October 7, 2013, to the Certificate of Limited Partnership of Crestwood Equity Partners LP | |
Exhibit 3.1
AMENDMENT NO. 1
TO
FOURTH AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
INERGY, L.P.
This Amendment No. 1 (the “ Amendment No. 1 ”) to the Fourth Amended and Restated Agreement of Limited Partnership of Inergy, L.P., a Delaware limited partnership (the “ Partnership ”), dated as of June 19, 2013 (the “ Partnership Agreement ”), is entered into effective October 7, 2013 at the direction of Inergy GP, LLC, as the managing general partner of the Partnership (the “ Managing General Partner ”), pursuant to authority granted to it in Section 13.1 of the Partnership Agreement. Capitalized terms used but not defined herein have the meanings ascribed to them in the Partnership Agreement.
RECITALS
WHEREAS, Section 13.1(a) of the Partnership Agreement provides that the Managing General Partner may amend the Partnership Agreement, without the approval of any Partner or Assignee, to reflect a change in the name of the Partnership; and
WHEREAS, Section 2.2 of the Partnership Agreement provides that the name of the Partnership may be changed at any time and from time to time at the discretion of the Managing General Partner; and
WHEREAS, Section 2.3 of the Partnership Agreement provides that the address of the Partnership and the Managing General Partner may be changed by the Managing General Partner from time to time by notice to the Limited Partners; and
WHEREAS, Section 2.3 of the Partnership provides that the registered office of the Partnership and the registered agent may be changed by the Managing General Partner; and
WHEREAS, the Managing General Partner has determined that it is necessary and appropriate to amend the Partnership Agreement to change (i) the name of the Partnership to “Crestwood Equity Partners LP,” (ii) the address of the Managing General Partner and the Partnership and (iii) the registered office of the Partnership to 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808 and the registered agent in the State of Delaware to Corporation Service Company.
NOW, THEREFORE, in consideration of the covenants, conditions and agreements contained herein, the Managing General Partner does hereby amend the Partnership Agreement as follows:
1. Amendments .
| a) | Section 1.1 of the Partnership Agreement is hereby amended to amend and restate the following definitions in the appropriate alphabetical order: |
| i. | “ Managing General Partner ” means Crestwood Equity GP LLC, a Delaware limited liability company, and its successors and permitted assigns as managing general partner. |
| ii. | “ Partnership ” means Crestwood Equity Partners LP, a Delaware limited partnership, and any successors thereto. |
All references contained in the Partnership Agreement to Inergy GP, LLC mean Crestwood Equity GP LLC and all references in the Partnership Agreement to Inergy, L.P. mean Crestwood Equity Partners LP.
| b) | The Partnership Agreement is hereby amended by deleting Section 2.3 thereof in its entirety and inserting the following in lieu thereof: |
“Section 2.3 Registered Office; Registered Agent; Principal Office; Other Offices
Unless and until changed by the Managing General Partner, the registered office of the Partnership in the State of Delaware shall be located at 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, and the registered agent for service of process of the Partnership in the State of Delaware at such registered office shall be Corporation Service Company. The principal office of the Partnership shall be located at 700 Louisiana Street, Suite 2060, Houston Texas 77002, or such other place as the Managing General Partner may from time to time designate by notice to the Limited Partners. The Partnership may maintain offices at such other place or places within or outside the State of Delaware as the Managing General Partner determines to be necessary or appropriate. The address of the Managing General Partner shall be 700 Louisiana Street, Suite 2060, Houston Texas 77002, or such other place as the Managing General Partner may from time to time designate by notice to the Limited Partners.”
2. Agreement in Effect . Except as hereby amended, the Partnership Agreement shall remain in full force and effect.
3. Applicable Law . This Amendment shall be construed in accordance with and governed by the laws of the State of Delaware, without regard to principles of conflicts of laws.
4. Invalidity of Provisions . If any provisions of this Amendment are or become invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not be affected thereby.
IN WITNESS WHEREOF, this Amendment has been executed effective as of the date first written above.
| GENERAL PARTNER: | ||
| INERGY GP, LLC | ||
| By: | /s/ Robert G. Phillips | |
| Name: Robert G. Phillips | ||
| Title: President and Chief Executive Officer | ||
Signature Page to Amendment No. 1 to
Fourth Amended and Restated Agreement of Limited Partnership
Exhibit 3.2
STATE OF DELAWARE
AMENDMENT TO THE
CERTIFICATE OF LIMITED PARTNERSHIP
OF
INERGY, L.P.
The undersigned, desiring to amend the Certificate of Limited Partnership pursuant to the provisions of Section 17-202 of the Revised Uniform Limited Partnership Act of the State of Delaware, does hereby certify as follows:
FIRST: The name of the limited partnership is Inergy, L.P.
SECOND: The Certificate of Limited Partnership is hereby amended by deleting Article 1 thereof in its entirety and inserting the following in lieu thereof:
“1. NAME. The name of the limited partnership is “Crestwood Equity Partners LP.””
THIRD: The Certificate of Limited Partnership of the Limited Partnership is hereby amended by deleting Article 2 thereof in its entirety and inserting the following in lieu thereof:
“2. REGISTERED OFFICE; REGISTERED AGENT. The address of the registered office in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808. The name of the registered agent at such address is Corporation Service Company.”
FOURTH: The Certificate of Limited Partnership of the Limited Partnership is hereby amended by deleting Article 3 thereof in its entirety and inserting the following in lieu thereof:
“3. GENERAL PARTNER. The name and mailing address of the Partnership’s general partner are as follows:
Crestwood Equity GP LLC
700 Louisiana Street, Suite 2060
Houston, Texas 77002”
FIFTH: The foregoing amendment was duly adopted in accordance with the provisions of Section 18-404 (by written consent of a majority of the members of the board of directors of the general partner of the Limited Partnership) of the Delaware Limited Liability Company Act.
[ Signature Page Follows ]
IN WITNESS WHEREOF, Inergy GP, LLC, the general partner of Inergy, L.P., has caused this Certificate to be executed by its duly authorized officer on this 7 th day of October, 2013.
| By: | Inergy GP, LLC | |
| By: |
/s/ Robert G. Phillips |
|
| Name: | Robert G. Phillips | |
| Title: | President and Chief Executive Officer | |
Signature Page to Amendment to the
Certificate of Limited Partnership of Inergy, L.P.