CMLP / Crestwood Midstream Partners Lp - Pemfailan SEC, Laporan Tahunan, Penyata Proksi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-35377 CRESTWOOD MIDSTREAM PARTNERS LP (Exact name of registrant as spec

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Completion of Acquisition or Disposition of Assets

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 Date of Report (Date of earliest event reported): November 3, 2023 CRESTWOOD MIDSTREAM PARTNERS LP (Pachyderm Merger Sub LLC as successor by merger to Crestwood Equity Partners LP) (Exact Name of Registrant as Specified in Charter) D

FIRST AMENDMENT TO THE SIXTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP CRESTWOOD EQUITY PARTNERS LP

Exhibit 3.1 Execution Version FIRST AMENDMENT TO THE SIXTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CRESTWOOD EQUITY PARTNERS LP This First Amendment (this “Amendment”) to the Sixth Amended and Restated Agreement of Limited Partnership of Crestwood Equity Partners LP, a Delaware limited partnership (the “Partnership”), dated as of August 20, 2021, (the “Partnership Agreement”), is

As filed with the Securities and Exchange Commission on November 3, 2023

As filed with the Securities and Exchange Commission on November 3, 2023 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . (Exact name of registrant as s

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 Date of report (Date of earliest event reported): August 16, 2023 CRESTWOOD MIDSTRE

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 Date of report (Date of earliest event reported): August 16, 2023 CRESTWOOD MIDSTREAM PARTNERS LP (Exact Name of Registrant as Specified in Its Charter) Delaware 001-35377 20-1647837 (State or Other Jurisdiction of Incorporation) (Co

Regulation FD Disclosure

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 Date of report (Date of earliest event reported): August 16, 2023 CRESTWOOD MIDSTREAM PARTNERS LP (Exact Name of Registrant as Specified in Its Charter) Delaware 001-35377 20-1647837 (State or Other Jurisdiction of Incorporation) (Co

AGREEMENT AND PLAN OF MERGER by and among ENERGY TRANSFER LP, SOLELY FOR PURPOSES OF SECTION 2.1(A), SECTION 2.1(B), SECTION 2.1(C) AND SECTION 5.21, LE GP, LLC, PACHYDERM MERGER SUB LLC CRESTWOOD EQUITY PARTNERS LP Dated as of August 16, 2023

Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER by and among ENERGY TRANSFER LP, SOLELY FOR PURPOSES OF SECTION 2.1(A), SECTION 2.1(B), SECTION 2.1(C) AND SECTION 5.21, LE GP, LLC, PACHYDERM MERGER SUB LLC and CRESTWOOD EQUITY PARTNERS LP Dated as of August 16, 2023 TABLE OF CONTENTS ARTICLE I THE MERGER 2 Section 1.1 The Merger 2 Section 1.2 Closing 2 Section 1.3 Effective Time 2 Secti

FORM OF DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT

Exhibit 10.1 FORM OF DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT This Director and Officer Indemnification Agreement, dated as of [•], 2023 (this “Agreement”), is made by and between Crestwood Equity GP LLC, a Delaware limited liability company (the “Company”), and [•] (“Indemnitee” ). RECITALS: WHEREAS, the Company is the general partner of Crestwood Equity Partners LP, a Delaware limited part

ENERGY TRANSFER TO ACQUIRE CRESTWOOD IN A $7.1 BILLION ALL-EQUITY TRANSACTION

Exhibit 99.1 FOR IMMEDIATE RELEASE ENERGY TRANSFER TO ACQUIRE CRESTWOOD IN A $7.1 BILLION ALL-EQUITY TRANSACTION • Unit-for-unit, credit neutral bolt-on acquisition • Expected to be immediately accretive to DCF per unit upon closing • Extends Energy Transfer’s position in the value chain deeper into the Williston and Delaware basins • Provides entry into the Powder River basin • Commercial synergy

2023 SECOND OMNIBUS AMENDMENT TO EMPLOYMENT AGREEMENTS

Exhibit 10.1 2023 SECOND OMNIBUS AMENDMENT TO EMPLOYMENT AGREEMENTS This 2023 Second Omnibus Amendment to Employment Agreements (this “2023 Second Amendment”) is entered into effective as of January 1, 2023 (the “Amendment Effective Date”) between Crestwood Operations LLC (the “Employer”), and each of Robert Halpin (“Halpin”), Steven Dougherty (“Dougherty”), Joel Lambert (“Lambert”), William H. Mo

THIRD AMENDMENT TO THE CRESTWOOD EQUITY PARTNERS LP 2018 LONG TERM INCENTIVE PLAN

Exhibit 10.4 THIRD AMENDMENT TO THE CRESTWOOD EQUITY PARTNERS LP 2018 LONG TERM INCENTIVE PLAN WHEREAS, Crestwood Equity GP, LLC, a Delaware limited liability company (the “General Partner”), the general partner of Crestwood Equity Partners LP, a Delaware limited partnership (the “Partnership”) has previously adopted the Crestwood Equity Partners LP 2018 Long Term Incentive Plan (the “Plan”); WHER

AMENDMENT TO EMPLOYMENT AGREEMENT

Exhibit 10.2 AMENDMENT TO EMPLOYMENT AGREEMENT THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is entered into effective as of June 30, 2023 (the “Amendment Effective Date”) by and between Crestwood Operations LLC (“Employer”) and Diaco Aviki (“Employee”). WHEREAS, Employer and Employee are parties to that certain Amended and Restated Employment Agreement effective on January 18, 2022, a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . (Exact name of registrant as specif

AMENDMENT TO EMPLOYMENT AGREEMENT

Exhibit 10.3 AMENDMENT TO EMPLOYMENT AGREEMENT THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is entered into effective as of June 30, 2023 (the “Amendment Effective Date”) by and between Crestwood Operations LLC (“Employer”) and John Black (“Employee”). WHEREAS, Employer and Employee are parties to that certain Amended and Restated Employment Agreement effective on August 15, 2022, as

FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT CRESTWOOD NIOBRARA LLC a Delaware Limited Liability Company Dated as of July 25, 2023

EX-10.1 Exhibit 10.1 Execution Version FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CRESTWOOD NIOBRARA LLC a Delaware Limited Liability Company Dated as of July 25, 2023 Limited liability company interests in Crestwood Niobrara LLC, a Delaware limited liability company, have not been registered with or qualified by the Securities and Exchange Commission or any securities regu

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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 Date of report (Date of earliest event reported): July 25, 2023 CRESTWOOD MIDSTREAM PARTNERS LP (Exact name of Registrant as specified in its charter) DELAWARE 001-35377 20-1647837 (State of incorporation or organization) (Commission

SUPPLEMENTAL INDENTURE

Exhibit 4.7 Execution Version SUPPLEMENTAL INDENTURE SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) to the Indenture (as defined below), dated as of February 13, 2023, by and among Crestwood Permian Basin Holdings LLC, a Delaware limited liability company (“CPJV”) and indirect wholly owned subsidiary of Crestwood Midstream Partners LP, a Delaware limited partnership (the “Company”), CPB Su

THIRD SUPPLEMENTAL INDENTURE

Exhibit 4.5 Execution Version THIRD SUPPLEMENTAL INDENTURE THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) to the Indenture (as defined below), dated as of February 13, 2023, by and among Crestwood Permian Basin Holdings LLC, a Delaware limited liability company (“CPJV”) and indirect wholly owned subsidiary of Crestwood Midstream Partners LP, a Delaware limited partnership (the “Compa

SIXTH SUPPLEMENTAL INDENTURE

Exhibit 4.3 Execution Version SIXTH SUPPLEMENTAL INDENTURE SIXTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) to the Indenture (as defined below), dated as of February 13, 2023, by and among Crestwood Permian Basin Holdings LLC, a Delaware limited liability company (“CPJV”) and indirect wholly owned subsidiary of Crestwood Midstream Partners LP, a Delaware limited partnership (the “Compa

THIRD SUPPLEMENTAL INDENTURE

Exhibit 4.4 Execution Version THIRD SUPPLEMENTAL INDENTURE THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) to the Indenture (as defined below), dated as of February 13, 2023, by and among Crestwood Permian Basin Holdings LLC, a Delaware limited liability company (“CPJV”) and indirect wholly owned subsidiary of Crestwood Midstream Partners LP, a Delaware limited partnership (the “Compa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . (Exact name of registrant as speci

THIRD SUPPLEMENTAL INDENTURE

Exhibit 4.6 Execution Version THIRD SUPPLEMENTAL INDENTURE THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) to the Indenture (as defined below), dated as of February 13, 2023, by and among Crestwood Permian Basin Holdings LLC, a Delaware limited liability company (“CPJV”) and indirect wholly owned subsidiary of Crestwood Midstream Partners LP, a Delaware limited partnership (the “Compa

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED COMBINED FINANCIAL INFORMATION

EX-99.1 Exhibit 99.1 UNAUDITED PRO FORMA CONDENSED CONSOLIDATED COMBINED FINANCIAL INFORMATION The unaudited pro forma condensed consolidated combined financial information set forth below provides supplemental information related to (i) Crestwood Equity Partners LP’s (“CEQP”) merger with Oasis Midstream Partners LP (“Oasis Midstream”) on February 1, 2022 (the “Oasis Merger”); (ii) CMLP’s acquisit

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 Date of Report (Date of earliest event reported): April 4, 2023 CRESTWOOD MIDSTREAM

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 Date of Report (Date of earliest event reported): April 4, 2023 CRESTWOOD MIDSTREAM PARTNERS LP (Exact name of registrant as specified in its charter) Delaware 001-35377 20-1647837 (State or Other Jurisdiction of Incorporation) (Comm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to (Exact name of registrant as specified in

The following subsidiaries of Crestwood Midstream Partners LP guarantee the senior notes issued by Crestwood Midstream Partners LP and Crestwood Midstream Finance Corp.

Exhibit 22.1 The following subsidiaries of Crestwood Midstream Partners LP guarantee the senior notes issued by Crestwood Midstream Partners LP and Crestwood Midstream Finance Corp. Name Jurisdiction CMLP Notes Crestwood Midstream Partners LP Delaware Co-Issuer Crestwood Midstream Finance Corp. Delaware Co-Issuer Arrow Field Services, LLC Delaware Guarantor Arrow Midstream Holdings, LLC Delaware G

CRESTWOOD EQUITY PARTNERS LP 2018 LONG TERM INCENTIVE PLAN, AS AMENDED Restricted Unit Award Grant Notice

Exhibit 10.35 CRESTWOOD EQUITY PARTNERS LP 2018 LONG TERM INCENTIVE PLAN, AS AMENDED Restricted Unit Award Grant Notice Pursuant to the terms and conditions of the Crestwood Equity Partners LP 2018 Long Term Incentive Plan, as amended (the “Plan”), and the associated Restricted Unit Award Agreement, (the “Agreement”), Crestwood Equity GP LLC, a Delaware limited liability company, the general partn

Crestwood Equity Partners LP Clawback Policy

Exhibit 97.1 Crestwood Equity Partners LP Clawback Policy This Clawback Policy (the “Policy”) has been adopted by the Compensation Committee of the Board of Directors (the “Board”) of Crestwood Equity GP LLC, a Delaware limited liability company (the “General Partner”), the general partner of Crestwood Equity Partners LP, a Delaware limited partnership (the “Partnership”) effective as of November

DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934

Exhibit 4.27 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following description of the common and preferred units representing limited partner interests in Crestwood Equity Partners LP, a Delaware limited partnership (the “Partnership,” “we,” “us,” and “our”), is based on our Fifth Amended and Restated Agreement of Limited

List of Subsidiaries of CRESTWOOD EQUITY PARTNERS LP AS OF FEBRUARY 17, 2023

Exhibit 21.1 List of Subsidiaries of CRESTWOOD EQUITY PARTNERS LP AS OF FEBRUARY 17, 2023 Name Jurisdiction Arrow Field Services, LLC Delaware Arrow Midstream Holdings, LLC Delaware Arrow Pipeline, LLC Delaware Arrow Water, LLC Delaware Arrow Water Services LLC Delaware Beartooth DevCo LLC Delaware Bighorn DevCo LLC Delaware Bobcat DevCo LLC Delaware CMLP Tres Manager LLC Delaware CMLP Tres Operat

CRESTWOOD EQUITY PARTNERS LP 2018 LONG-TERM INCENTIVE PLAN, AS AMENDED PERFORMANCE UNIT GRANT AGREEMENT

Exhibit 10.36 CRESTWOOD EQUITY PARTNERS LP 2018 LONG-TERM INCENTIVE PLAN, AS AMENDED PERFORMANCE UNIT GRANT AGREEMENT THIS PERFORMANCE UNIT GRANT AGREEMENT (this “Agreement”), dated as of , 2023, is made and entered into by and between Crestwood Equity GP LLC, a Delaware limited liability company (the “General Partner”), and (the “Service Provider”). Capitalized terms used in this Agreement but no

Stagecoach Gas Services LLC Consolidated Financial Statements As of November 24, 2021 (Unaudited) and December 31, 2020 and For the Period from January 1, 2021 to November 24, 2021 (Unaudited) and For the Year Ended December 31, 2020 STAGECOACH GAS S

Exhibit 99.1 Stagecoach Gas Services LLC Consolidated Financial Statements As of November 24, 2021 (Unaudited) and December 31, 2020 and For the Period from January 1, 2021 to November 24, 2021 (Unaudited) and For the Year Ended December 31, 2020 STAGECOACH GAS SERVICES LLC TABLE OF CONTENTS Report of Independent Auditors 3 Consolidated Financial Statements: Consolidated Balance Sheets 4 Consolida

Termination of a Material Definitive Agreement

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 Date of Report (Date of earliest event reported): January 25, 2023 CRESTWOOD MIDSTREAM PARTNERS LP (Exact name of registrant as specified in its charter) Delaware 001-35377 20-1647837 (State or other Jurisdiction of Incorporation) (C

CRESTWOOD MIDSTREAM PARTNERS LP CRESTWOOD MIDSTREAM FINANCE CORP. 7.375% SENIOR NOTES DUE 2031 Dated as of January 19, 2023 U.S. Bank Trust Company, National Association

Exhibit 4.1 CRESTWOOD MIDSTREAM PARTNERS LP CRESTWOOD MIDSTREAM FINANCE CORP. 7.375% SENIOR NOTES DUE 2031 INDENTURE Dated as of January 19, 2023 U.S. Bank Trust Company, National Association Trustee TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.01 Definitions 1 Section 1.02 Other Definitions 31 Section 1.03 Rules of Construction 32 ARTICLE 2 THE NOTES 33

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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 Date of Report (Date of earliest event reported): January 19, 2023 CRESTWOOD MIDSTREAM PARTNERS LP (Exact name of registrant as specified in its charter) Delaware 001-35377 20-1647837 (State or other Jurisdiction of Incorporation) (C

Financial Statements and Exhibits, Other Events

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 Date of Report (Date of earliest event reported): January 17, 2023 CRESTWOOD MIDSTREAM PARTNERS LP (Exact name of registrant as specified in its charter) Delaware 001-35377 20-1647837 (State or other Jurisdiction of Incorporation) (C

Crestwood Midstream Announces Pricing of Upsized Private Offering of $600 Million of Senior Notes Due 2031

EX-99.1 2 d448000dex991.htm EX-99.1 Exhibit 99.1 News Release CRESTWOOD MIDSTREAM PARTNERS LP 811 Main Street, Suite 3400 Houston, TX 77002 www.crestwoodlp.com Crestwood Midstream Announces Pricing of Upsized Private Offering of $600 Million of Senior Notes Due 2031 HOUSTON, TEXAS, January 17, 2023 – Crestwood Midstream Partners LP (“CMLP”), a wholly owned subsidiary of Crestwood Equity Partners L

Crestwood Midstream Announces Private Offering of $500 Million of Senior Notes

Exhibit 99.1 News Release CRESTWOOD MIDSTREAM PARTNERS LP 811 Main Street, Suite 3400 Houston, TX 77002 www.crestwoodlp.com Crestwood Midstream Announces Private Offering of $500 Million of Senior Notes HOUSTON, TEXAS, January 17, 2023 – Crestwood Midstream Partners LP (“CMLP”), a wholly owned subsidiary of Crestwood Equity Partners LP (NYSE: CEQP), announced today its intention, subject to market

Financial Statements and Exhibits, Other Events

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 Date of Report (Date of earliest event reported): January 17, 2023 CRESTWOOD MIDSTREAM PARTNERS LP (Exact name of registrant as specified in its charter) Delaware 001-35377 20-1647837 (State or other Jurisdiction of Incorporation) (C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . (Exact name of registrant as s

FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT

Exhibit 10.1 Execution Version FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT THIS FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT, dated as of October 14, 2022 (this ?First Amendment?), is by and among CRESTWOOD MIDSTREAM PARTNERS LP, a limited partnership organized under the laws of Delaware (the ?Borrower?), WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrativ

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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 Date of report (Date of earliest event reported): October 14, 2022 CRESTWOOD MIDSTREAM PARTNERS LP (Exact name of registrant as specified in its charter) Delaware 001-35377 20-1647837 (State or other jurisdiction of incorporation or

Regulation FD Disclosure, Financial Statements and Exhibits, Material Impairments

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 Date of report (Date of earliest event reported): September 9, 2022 CRESTWOOD MIDSTREAM PARTNERS LP (Exact name of Registrant as specified in its charter) DELAWARE 001-35377 20-1647837 (State of incorporation or organization) (Commis

Crestwood Announces Divestiture of Marcellus Assets

Exhibit 99.1 News Release CRESTWOOD EQUITY PARTNERS LP 811 Main Street, Suite 3400 Houston, TX 77002 www.crestwoodlp.com Crestwood Announces Divestiture of Marcellus Assets HOUSTON, TEXAS, September 12, 2022 ? Crestwood Equity Partners LP (NYSE: CEQP) (?Crestwood?) today announced the divestiture of its Marcellus natural gas gathering and compression assets to Antero Midstream Corporation (NYSE: A

UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS Sendero Midstream Partners, LP As of and for the six months ended June 30, 2022

Exhibit 99.2 UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS Sendero Midstream Partners, LP As of and for the six months ended June 30, 2022 Sendero Midstream Partners, LP Unaudited Interim Consolidated Financial Statements As of and for the six months ended June 30, 2022 Contents Unaudited Interim Consolidated Financial Statements Consolidated Balance Sheet 3 Consolidated Statement of Operati

Crestwood Permian Basin Holdings LLC Consolidated Financial Statements As of and For the Six Months Ended June 30, 2022

Exhibit 99.4 Crestwood Permian Basin Holdings LLC Consolidated Financial Statements As of and For the Six Months Ended June 30, 2022 CRESTWOOD PERMIAN BASIN HOLDINGS LLC TABLE OF CONTENTS Consolidated Financial Statements: Consolidated Balance Sheet 3 Consolidated Statement of Operations 4 Consolidated Statement of Members? Equity 5 Consolidated Statement of Cash Flows 6 Notes to Consolidated Fina

CONSOLIDATED FINANCIAL STATEMENTS Sendero Midstream Partners, LP As of and for the year ended December 31, 2021 With Report of Independent Certified Public Accountants

Exhibit 99.3 CONSOLIDATED FINANCIAL STATEMENTS Sendero Midstream Partners, LP As of and for the year ended December 31, 2021 With Report of Independent Certified Public Accountants Sendero Midstream Partners, LP Consolidated Financial Statements As of and for the year ended December 31, 2021 Contents Report of Independent Certified Public Accountants 3 Consolidated Financial Statements Consolidate

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 2, 2022 (July 11, 2022) CRESTWOOD MIDSTREAM PARTNERS LP (Exact name of registrant as specified in its charter) Delaware 001-35377 20-1647837 (State of Incorporation or Org

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED COMBINED FINANCIAL INFORMATION

EX-99.1 2 d298854dex991.htm EX-99.1 Exhibit 99.1 UNAUDITED PRO FORMA CONDENSED CONSOLIDATED COMBINED FINANCIAL INFORMATION On May 25, 2022, CMLP and its wholly owned subsidiary entered into a Purchase Agreement to acquire Sendero Midstream Partners, LP (“Sendero”), a Delaware limited partnership, for approximately $631 million (the “Sendero Transaction”). The Sendero Transaction closed on July 11,

Crestwood Permian Basin Holdings LLC Consolidated Financial Statements As of and For the Year Ended December 31, 2021

Exhibit 99.5 Crestwood Permian Basin Holdings LLC Consolidated Financial Statements As of and For the Year Ended December 31, 2021 CRESTWOOD PERMIAN BASIN HOLDINGS LLC TABLE OF CONTENTS Report of Independent Auditors 3 Consolidated Financial Statements: Consolidated Balance Sheet 5 Consolidated Statement of Operations 6 Consolidated Statement of Members? Equity 7 Consolidated Statement of Cash Flo

Oasis Midstream Partners LP Consolidated Financial Statements As of and For the Years Ended December 31, 2021 and 2020

Exhibit 99.6 Oasis Midstream Partners LP Consolidated Financial Statements As of and For the Years Ended December 31, 2021 and 2020 Oasis Midstream Partners LP Table of Contents Report of Independent Auditors 3 Consolidated Balance Sheets at December 31, 2021 and December 31, 2020 5 Consolidated Statements of Operations for the Years Ended December 31, 2021 and 2020 6 Consolidated Statements of Ch

SECOND SUPPLEMENTAL INDENTURE

Exhibit 4.5 Execution Version SECOND SUPPLEMENTAL INDENTURE SECOND SUPPLEMENTAL INDENTURE (this ?Supplemental Indenture?) to the Indenture (as defined below), dated as of July 20, 2022, by and among Crestwood Sendero GP LLC, a Delaware limited liability company (?GP Buyer?), Sendero Midstream Partners, LP, a Delaware limited partnership (?Sendero LP?), Sendero Midstream Holdings, LLC, a Delaware l

SECOND SUPPLEMENTAL INDENTURE

Exhibit 4.6 Execution Version SECOND SUPPLEMENTAL INDENTURE SECOND SUPPLEMENTAL INDENTURE (this ?Supplemental Indenture?) to the Indenture (as defined below), dated as of July 20, 2022, by and among Crestwood Sendero GP LLC, a Delaware limited liability company (?GP Buyer?), Sendero Midstream Partners, LP, a Delaware limited partnership (?Sendero LP?), Sendero Midstream Holdings, LLC, a Delaware l

SECOND SUPPLEMENTAL INDENTURE

Exhibit 4.4 Execution Version SECOND SUPPLEMENTAL INDENTURE SECOND SUPPLEMENTAL INDENTURE (this ?Supplemental Indenture?) to the Indenture (as defined below), dated as of July 20, 2022, by and among Crestwood Sendero GP LLC, a Delaware limited liability company (?GP Buyer?), Sendero Midstream Partners, LP, a Delaware limited partnership (?Sendero LP?), Sendero Midstream Holdings, LLC, a Delaware l

SUPPLEMENTAL INDENTURE

Exhibit 4.2 Execution Version SUPPLEMENTAL INDENTURE THIS SUPPLEMENTAL INDENTURE (this ?Supplemental Indenture?), is dated as of July 1, 2022, among Crestwood Midstream Partners LP, a Delaware limited partnership and the successor to Oasis Midstream Partners LP (the ?Company?), Crestwood Midstream Finance Corporation, a Delaware corporation and the successor to OMP Finance Corp. (the ?Co-Issuer? a

FIFTH SUPPLEMENTAL INDENTURE

Exhibit 4.3 Execution Version FIFTH SUPPLEMENTAL INDENTURE FIFTH SUPPLEMENTAL INDENTURE (this ?Supplemental Indenture?) to the Indenture (as defined below), dated as of July 20, 2022, by and among Crestwood Sendero GP LLC, a Delaware limited liability company (?GP Buyer?), Sendero Midstream Partners, LP, a Delaware limited partnership (?Sendero LP?), Sendero Midstream Holdings, LLC, a Delaware lim

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . (Exact name of registrant as specif

SUPPLEMENTAL INDENTURE

Exhibit 4.1 Execution Version SUPPLEMENTAL INDENTURE THIS SUPPLEMENTAL INDENTURE (this ?Supplemental Indenture?), is dated as of July 1, 2022, among Crestwood Midstream Partners LP, a Delaware limited partnership (the ?Company?), Crestwood Midstream Finance Corporation, a Delaware corporation (the ?Co-Issuer? and, together, with the Company, the ?Issuers?), each existing Guarantor under each of th

Regulation FD Disclosure, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets

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 Date of Report (Date of earliest event reported): July 11, 2022 CRESTWOOD MIDSTREAM PARTNERS LP (Exact name of registrant as specified in its charter) Delaware 001-35377 20-1647837 (State of Incorporation or Organization) (Commission

Crestwood Closes Series of Strategic Transactions and Announces Changes to its Board of Directors

EX-99.1 2 d379256dex991.htm EX-99.1 Exhibit 99.1 News Release CRESTWOOD EQUITY PARTNERS LP 811 Main Street, Suite 3400 Houston, TX 77002 www.crestwoodlp.com Crestwood Closes Series of Strategic Transactions and Announces Changes to its Board of Directors 7/11/2022 HOUSTON—(BUSINESS WIRE)—Crestwood Equity Partners LP (NYSE: CEQP) (“Crestwood”) announced today the closing of the previously announced

Crestwood Announces Strategic Delaware Basin Acquisitions and Divestiture of its Non-Core Barnett Shale Assets In a series of transactions, Crestwood to acquire Sendero Midstream Partners, LP and First Reserve’s 50% equity interest in Crestwood Permi

Exhibit 99.1 News Release CRESTWOOD EQUITY PARTNERS LP 811 Main Street, Suite 3400 Houston, TX 77002 www.crestwoodlp.com Crestwood Announces Strategic Delaware Basin Acquisitions and Divestiture of its Non-Core Barnett Shale Assets In a series of transactions, Crestwood to acquire Sendero Midstream Partners, LP and First Reserve?s 50% equity interest in Crestwood Permian Joint Venture at approxima

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Material Impairments, Other Events

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 Date of Report (Date of earliest event reported): May 26, 2022 (May 19, 2022) CRESTWOOD MIDSTREAM PARTNERS LP (Exact name of Registrant as specified in its charter) Delaware 001-35377 20-1647837 (State of incorporation or organizatio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . (Exact name of registrant as speci

DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934

Exhibit 4.23 DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following description of the common and preferred units representing limited partner interests in Crestwood Equity Partners LP, a Delaware limited partnership (the ?Partnership,? ?we,? ?us,? and ?our?), is based on our Fifth Amended and Restated Agreement of Limited

Stagecoach Gas Services LLC Consolidated Financial Statements As of November 24, 2021 (Unaudited) and December 31, 2020 and For the Period from January 1, 2021 to November 24, 2021 (Unaudited) and For the Years Ended December 31, 2020 and 2019 STAGEC

Exhibit 99.1 Stagecoach Gas Services LLC Consolidated Financial Statements As of November 24, 2021 (Unaudited) and December 31, 2020 and For the Period from January 1, 2021 to November 24, 2021 (Unaudited) and For the Years Ended December 31, 2020 and 2019 STAGECOACH GAS SERVICES LLC TABLE OF CONTENTS Report of Independent Auditors 3 Consolidated Financial Statements: Consolidated Balance Sheets 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to (Exact name of registrant as specified in

List of Subsidiaries of CRESTWOOD EQUITY PARTNERS LP AS OF FEBRUARY 18, 2021

Exhibit 21.1 List of Subsidiaries of CRESTWOOD EQUITY PARTNERS LP AS OF FEBRUARY 18, 2021 Name Jurisdiction Arrow Field Services, LLC Delaware Arrow Midstream Holdings, LLC Delaware Arrow Pipeline, LLC Delaware Arrow Water, LLC Delaware Arrow Water Services LLC Delaware Beartooth DevCo LLC Delaware Bighorn DevCo LLC Delaware Bobcat DevCo LLC Delaware CMLP Tres Manager LLC Delaware CMLP Tres Operat

The following subsidiaries of Crestwood Midstream Partners LP guarantee the senior notes issued by Crestwood Midstream Partners LP and Crestwood Midstream Finance Corp.

EX-22.1 4 ex221-ceqp202110xk.htm EX-22.1 Exhibit 22.1 The following subsidiaries of Crestwood Midstream Partners LP guarantee the senior notes issued by Crestwood Midstream Partners LP and Crestwood Midstream Finance Corp. Name Jurisdiction CMLP Notes Crestwood Midstream Partners LP Delaware Co-Issuer Crestwood Midstream Finance Corp. Delaware Co-Issuer Arrow Field Services, LLC Delaware Guarantor

FOURTH SUPPLEMENTAL INDENTURE

EX-4.2 3 d661592dex42.htm EX-4.2 Exhibit 4.2 Execution Version FOURTH SUPPLEMENTAL INDENTURE FOURTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) to the Indenture (as defined below), dated as of February 1 , 2022, among OMP Operating LLC, a Delaware limited liability company (“OMP Operating”), Beartooth DevCo LLC, a Delaware limited liability company, Bighorn DevCo LLC, a Delaware limited

FIRST SUPPLEMENTAL INDENTURE

EX-4.3 4 d661592dex43.htm EX-4.3 Exhibit 4.3 Execution Version FIRST SUPPLEMENTAL INDENTURE FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) to the Indenture (as defined below), dated as of February 1 , 2022, among OMP Operating LLC, a Delaware limited liability company (“OMP Operating”), Beartooth DevCo LLC, a Delaware limited liability company, Bighorn DevCo LLC, a Delaware limited l

FIRST SUPPLEMENTAL INDENTURE

Exhibit 4.1 Execution Version FIRST SUPPLEMENTAL INDENTURE FIRST SUPPLEMENTAL INDENTURE (this ?Supplemental Indenture?) to the Indenture (as defined below), dated as of February 1, 2022, among (i) Crestwood Midstream Partners LP (the ?Company?), a Delaware limited partnership and the successor to Oasis Midstream Partners LP (?OMP?), a Delaware limited partnership, (ii) Crestwood Midstream Finance

FIRST SUPPLEMENTAL INDENTURE

EX-4.4 5 d661592dex44.htm EX-4.4 Exhibit 4.4 Execution Version FIRST SUPPLEMENTAL INDENTURE FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) to the Indenture (as defined below), dated as of February 1 , 2022, among OMP Operating LLC, a Delaware limited liability company (“OMP Operating”), Beartooth DevCo LLC, a Delaware limited liability company, Bighorn DevCo LLC, a Delaware limited l

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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 Date of report (Date of earliest event reported): February 1, 2022 CRESTWOOD MIDSTREAM PARTNERS LP (Exact Name of Registrant as Specified in Its Charter) Delaware 001-35377 20-1647837 (State or Other Jurisdiction of Incorporation) (C

$1,500,000,000 THIRD AMENDED AND RESTATED CREDIT AGREEMENT Dated as of December 20, 2021 CRESTWOOD MIDSTREAM PARTNERS LP, as Borrower, THE LENDERS PARTY HERETO, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and Collateral Agent, CAP

Exhibit 10.1 Execution Version $1,500,000,000 THIRD AMENDED AND RESTATED CREDIT AGREEMENT Dated as of December 20, 2021 among CRESTWOOD MIDSTREAM PARTNERS LP, as Borrower, THE LENDERS PARTY HERETO, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and Collateral Agent, and CAPITAL ONE, NATIONAL ASSOCIATION, CITIZENS BANK, N.A., MORGAN STANLEY SENIOR FUNDING, INC., MUFG BANK LTD., and

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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 Date of report (Date of earliest event reported): December 20, 2021 CRESTWOOD MIDSTREAM PARTNERS LP (Exact name of registrant as specified in its charter) Delaware 001-35377 20-1647837 (State or other jurisdiction of incorporation or

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . (Exact name of registrant as s

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . (Exact name of registrant as specif

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

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 Date of report (Date of earliest event reported): July 9, 2021 CRESTWOOD MIDSTREAM PARTNERS LP (Exact name of Registrant as specified in its charter) DELAWARE 001-35377 20-1647837 (State of incorporation or organization) (Commission

CRESTWOOD MIDSTREAM PARTNERS LP UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

EX-99.2 3 d203596dex992.htm EX-99.2 Exhibit 99.2 CRESTWOOD MIDSTREAM PARTNERS LP UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION Introduction On May 31, 2021, Crestwood Pipeline and Storage Northeast LLC (Crestwood Pipeline), a wholly-owned subsidiary of Crestwood Midstream Partners LP (Crestwood Midstream), Con Edison Gas Pipeline and Storage Northeast, LLC (CEGPS), a wholly-owne

Crestwood and Con Edison Announce Closing of Stagecoach Gas Services Divestiture

EX-99.1 2 d203596dex991.htm EX-99.1 Exhibit 99.1 Crestwood and Con Edison Announce Closing of Stagecoach Gas Services Divestiture HOUSTON, TX and NEW YORK, NY, July 9, 2021 – Crestwood Equity Partners LP (NYSE: CEQP) (“Crestwood”) and Consolidated Edison, Inc. (NYSE: ED) (“Con Edison”) today announced the successful divestiture of the subsidiaries of Stagecoach Gas Services LLC (“Stagecoach”), wit

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . (Exact name of registrant as speci

List of subsidiaries of Crestwood Equity Partners LP

Exhibit 21.1 List of Subsidiaries of CRESTWOOD EQUITY PARTNERS LP AS OF FEBRUARY 12, 2021 Name Jurisdiction Arlington Storage Company, LLC Delaware Arrow Field Services, LLC Delaware Arrow Midstream Holdings, LLC Delaware Arrow Pipeline, LLC Delaware Arrow Water, LLC Delaware Arrow Water Services LLC Delaware Crestwood Corporation Delaware CMLP Tres Manager LLC Delaware CMLP Tres Operator LLC Dela

Stagecoach Gas Services LLC Consolidated Financial Statements As of December 31, 2020 and 2019 and For the Years Ended December 31, 2020, 2019 and 2018

Exhibit 99.1 Stagecoach Gas Services LLC Consolidated Financial Statements As of December 31, 2020 and 2019 and For the Years Ended December 31, 2020, 2019 and 2018 Exhibit 99.1 STAGECOACH GAS SERVICES LLC TABLE OF CONTENTS Report of Independent Auditors 3 Consolidated Financial Statements: Consolidated Balance Sheets 4 Consolidated Statements of Operations 5 Consolidated Statements of Members' Eq

Description of Securities

EX-4.17 2 ceqp-ex417xdescriptionofth.htm EX-4.17 Exhibit 4.17 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following description of the common and preferred units representing limited partner interests in Crestwood Equity Partners LP, a Delaware limited partnership (the “Partnership,” “we,” “us,” and “our”), is based on our

Annual Report - 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to (Exact name of registrant as specified in

List of Issuers of Guarantor Subsidiaries of Crestwood Midstream Partners LP

EX-22.1 4 ceqp202010-kexhibit221.htm EX-22.1 Exhibit 22.1 The following subsidiaries of Crestwood Midstream Partners LP guarantee the senior notes issued by Crestwood Midstream Partners LP and Crestwood Midstream Finance Corp. Name Jurisdiction CMLP Notes Crestwood Midstream Partners LP Delaware Co-Issuer Crestwood Midstream Finance Corp. Delaware Co-Issuer Arrow Field Services, LLC Delaware Guara

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events - 8-K

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 Date of Report (Date of earliest event reported): January 21, 2021 CRESTWOOD MIDSTREAM PARTNERS LP (Exact name of registrant as specified in its charter) Delaware 001-35377 20-1647837 (State of Incorporation or Organization) (Commiss

Form of 6.00% Senior Note due 2029 (included in Exhibit 4.1)

EX-4.1 2 d265809dex41.htm EX-4.1 Exhibit 4.1 CRESTWOOD MIDSTREAM PARTNERS LP CRESTWOOD MIDSTREAM FINANCE CORP. 6.00% SENIOR NOTES DUE 2029 INDENTURE Dated as of January 21, 2021 U.S. Bank National Association Trustee TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.01 Definitions 1 Section 1.02 Other Definitions 31 Section 1.03 Rules of Construction 32 ARTICL

Crestwood Midstream Announces Expiration and Final Results of its Previously Announced Tender Offer for Any and All of its Outstanding 6.25% Senior Notes Due 2023

EX-99.1 Exhibit 99.1 News Release CRESTWOOD MIDSTREAM PARTNERS LP 811 Main Street, Suite 3400 Houston, TX 77002 www.crestwoodlp.com Crestwood Midstream Announces Expiration and Final Results of its Previously Announced Tender Offer for Any and All of its Outstanding 6.25% Senior Notes Due 2023 HOUSTON, TEXAS, January 14, 2021 – Crestwood Midstream Partners LP (“CMLP”), a wholly-owned subsidiary of

Crestwood Midstream Announces Private Offering of $700 Million of Senior Notes

EX-99.2 3 d104572dex992.htm EX-99.2 Exhibit 99.2 News Release CRESTWOOD MIDSTREAM PARTNERS LP 811 Main Street, Suite 3400 Houston, TX 77002 www.crestwoodlp.com Crestwood Midstream Announces Private Offering of $700 Million of Senior Notes HOUSTON, TEXAS, January 6, 2021 – Crestwood Midstream Partners LP (“CMLP”), a wholly-owned subsidiary of Crestwood Equity Partners LP (NYSE: CEQP), announced tod

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events - 8-K

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 Date of Report (Date of earliest event reported): January 6, 2021 CRESTWOOD MIDSTREAM PARTNERS LP (Exact name of registrant as specified in its charter) Delaware 001-35377 20-1647837 (State of Incorporation or Organization) (Commissi

Financial Statements and Exhibits, Other Events

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 Date of Report (Date of earliest event reported): January 6, 2021 CRESTWOOD MIDSTREAM PARTNERS LP (Exact name of registrant as specified in its charter) Delaware 001-35377 20-1647837 (State of Incorporation or Organization) (Commissi

SUPPLEMENTAL INFORMATION Recent Developments

EX-99.3 4 d104572dex993.htm EX-99.3 Exhibit 99.3 SUPPLEMENTAL INFORMATION Recent Developments Relationship with Chesapeake In June of 2020, Chesapeake Energy Corporation (“Chesapeake”), our customer in the Powder River Basin and northeast Marcellus, filed for protection under Chapter 11 of the U.S. Bankruptcy Code. In December 2020, Chesapeake filed a motion in the United States Bankruptcy Court f

Crestwood Midstream Announces Pricing of Private Offering of $700 Million of 6.00% Senior Notes Due 2029

EX-99.1 2 d111071dex991.htm EX-99.1 Exhibit 99.1 News Release CRESTWOOD MIDSTREAM PARTNERS LP 811 Main Street, Suite 3400 Houston, TX 77002 www.crestwoodlp.com Crestwood Midstream Announces Pricing of Private Offering of $700 Million of 6.00% Senior Notes Due 2029 HOUSTON, TEXAS, January 6, 2021 – Crestwood Midstream Partners LP (“CMLP”), a wholly-owned subsidiary of Crestwood Equity Partners LP (

Crestwood Midstream Announces Tender Offer for Any and All of Its 6.25% Senior Notes due 2023

EX-99.1 2 d104572dex991.htm EX-99.1 Exhibit 99.1 News Release CRESTWOOD MIDSTREAM PARTNERS LP 811 Main Street, Suite 3400 Houston, TX 77002 www.crestwoodlp.com Crestwood Midstream Announces Tender Offer for Any and All of Its 6.25% Senior Notes due 2023 HOUSTON, TEXAS, January 6, 2021 – Crestwood Midstream Partners LP (“CMLP”), a wholly-owned subsidiary of Crestwood Equity Partners LP (NYSE: CEQP)

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . (Exact name of registrant as s

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . (Exact name of registrant as specif

Form of Director and Officer Indemnification Agreement

Exhibit 10.1 DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT This Director and Officer Indemnification Agreement, dated as of [l], 2020 (this “Agreement”), is made by and between Crestwood Equity GP LLC, a Delaware limited liability company (the “Company”), and [l] (“Indemnitee” ). RECITALS: WHEREAS, the Company is the general partner of Crestwood Equity Partners LP, a Delaware limited partnership

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . (Exact name of registrant as speci

Description of Securities

EX-4.16 2 ceqp-ex416xdescription.htm EXHIBIT 4.16 Exhibit 4.16 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following description of the common and preferred units representing limited partner interests in Crestwood Equity Partners LP, a Delaware limited partnership (the “Partnership,” “we,” “us,” and “our”), is based on ou

Annual Report - 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to (Exact name of registrant as specified in

Financial Statements for Stagecoach Gas Services LLC as of December 31, 2019 and 2018 and for the years ended December 31, 2019, 2018 and 2017 (audited) pursuant to Rule 3-09 of Regulation S-X (17 CFR 210.3-09)

Exhibit 99.1 Stagecoach Gas Services LLC Consolidated Financial Statements As of December 31, 2019 and 2018 and For the Years Ended December 31, 2019, 2018 and 2017 Exhibit 99.1 STAGECOACH GAS SERVICES LLC TABLE OF CONTENTS Report of Independent Auditors 3 Consolidated Financial Statements: Consolidated Balance Sheets 4 Consolidated Statements of Operations 5 Consolidated Statements of Members' Eq

List of subsidiaries of Crestwood Equity Partners LP

Exhibit 21.1 List of Subsidiaries of CRESTWOOD EQUITY PARTNERS LP AS OF FEBRUARY 10, 2020 Name Jurisdiction Arlington Storage Company, LLC Delaware Arrow Field Services, LLC Delaware Arrow Midstream Holdings, LLC Delaware Arrow Pipeline, LLC Delaware Arrow Water, LLC Delaware Arrow Water Services LLC Delaware Crestwood Corporation Delaware CMLP Tres Manager LLC Delaware CMLP Tres Operator LLC Dela

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . (Exact name of registrant as s

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . (Exact name of registrant as specif

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

EX-99.1 2 d742720dex991.htm EX-99.1 Exhibit 99.1 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Introduction The following Unaudited Pro Forma Condensed Combined Balance Sheet as of March 31, 2019 and the Unaudited Pro Forma Condensed Combined Statements of Operations for the three months ended March 31, 2019 and for the year ended December 31, 2018 give effect to the acquisition by

Jackalope Gas Gathering Services, L.L.C. Page(s) Interim Financial Statements Balance Sheets as of March 31, 2019 and December 31, 2018 1 Statements of Income for the three months ended March 31, 2019 and 2018 2 Statements of Changes in Members’ Equi

EX-99.3 4 d742720dex993.htm EX-99.3 Exhibit 99.3 Jackalope Gas Gathering Services, L.L.C. Interim Financial Statements For the periods ended March 31, 2019 and 2018 Jackalope Gas Gathering Services, L.L.C. Index Page(s) Interim Financial Statements Balance Sheets as of March 31, 2019 and December 31, 2018 1 Statements of Income for the three months ended March 31, 2019 and 2018 2 Statements of Cha

Jackalope Gas Gathering Services, L.L.C. Page(s) Report of Independent Auditors 1 Financial Statements Balance Sheets as of December 31, 2018 and 2017 2 Statements of Income for the years ended December 31, 2018, 2017 and 2016 3 Statements of Changes

EX-99.2 3 d742720dex992.htm EX-99.2 Exhibit 99.2 Jackalope Gas Gathering Services, L.L.C. Financial Statements December 31, 2018 and 2017 With Report of Independent Auditors Jackalope Gas Gathering Services, L.L.C. Index Page(s) Report of Independent Auditors 1 Financial Statements Balance Sheets as of December 31, 2018 and 2017 2 Statements of Income for the years ended December 31, 2018, 2017 an

Financial Statements and Exhibits

8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 14, 2019 (April 9, 2019) CRESTWOOD MIDSTREAM PARTNERS LP (Exact name of registrant as specified in its charter) Delaware 001-35377 20-1647837 (State or Other Jurisdiction

Third Amended and Restated Limited Liability Company Agreement of Crestwood Niobrara LLC dated April 9, 2019 between Crestwood Midstream Partners LP and CN Jackalope Holdings LLC

Exhibit 10.2 Execution Version THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CRESTWOOD NIOBRARA LLC a Delaware Limited Liability Company Dated as of April 9, 2019 Limited liability company interests in Crestwood Niobrara LLC, a Delaware limited liability company, have not been registered with or qualified by the Securities and Exchange Commission or any securities regulatory au

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . (Exact name of registrant as speci

Separation Agreement and Release dated March 25, 2019 between Crestwood Operations LLC and Heath Deneke

EX-10.1 2 ex101-severanceagreementd.htm EXHIBIT 10.1 Exhibit 10.1 SEPARATION AGREEMENT AND RELEASE This Separation Agreement and Release (this “Agreement”) is by and between Crestwood Operations LLC (the “Company”) and Heath Deneke (“Employee”). Employee and the Company may sometimes be referenced herein individually as “Party” or collectively as the “Parties.” 1.Termination of Employment. Pursuan

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

8-K 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 Date of Report (Date of earliest event reported): April 15, 2019 CRESTWOOD MIDSTREAM PARTNERS LP (Exact name of registrant as specified in its charter) Delaware 001-35377 20-1647837 (State of Incorporation or Organization) (Commi

Indenture, dated as of April 15, 2019, among Crestwood Midstream Partners LP, Crestwood Midstream Finance Corp., the guarantors named therein and U.S. Bank National Association, as trustee

EX-4.1 Exhibit 4.1 Execution Version CRESTWOOD MIDSTREAM PARTNERS LP CRESTWOOD MIDSTREAM FINANCE CORP. 5.625% SENIOR NOTES DUE 2027 INDENTURE Dated as of April 15, 2019 U.S. Bank National Association Trustee TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.01 Definitions. 1 Section 1.02 Other Definitions. 31 Section 1.03 Rules of Construction. 32 ARTICLE 2 TH

Crestwood Midstream Announces Pricing of Upsized Private Offering of $600 Million of 5.625% Senior Notes Due 2027

EX-99.1 2 d692930dex991.htm EX-99.1 Exhibit 99.1 News Release CRESTWOOD MIDSTREAM PARTNERS LP 811 Main Street, Suite 3400 Houston, TX 77002 www.crestwoodlp.com Crestwood Midstream Announces Pricing of Upsized Private Offering of $600 Million of 5.625% Senior Notes Due 2027 HOUSTON, TEXAS, April 11, 2019 – Crestwood Midstream Partners LP (“CMLP”), a wholly-owned subsidiary of Crestwood Equity Partn

Financial Statements and Exhibits, Other Events

8-K 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 Date of Report (Date of earliest event reported): April 11, 2019 CRESTWOOD MIDSTREAM PARTNERS LP (Exact name of registrant as specified in charter) Delaware 001-35377 20-1647837 (State of Incorporation or Organization) (Commissio

Financial Statements and Exhibits, Other Events

8-K 1 d715104d8k.htm 8-K 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 Date of Report (Date of earliest event reported): April 11, 2019 CRESTWOOD MIDSTREAM PARTNERS LP (Exact name of registrant as specified in charter) Delaware 001-35377 20-1647837 (State of Incorporation or Org

Crestwood Midstream Announces Private Offering of $500 Million of Senior Notes

EX-99.1 Exhibit 99.1 News Release CRESTWOOD MIDSTREAM PARTNERS LP 811 Main Street, Suite 3400 Houston, TX 77002 www.crestwoodlp.com Crestwood Midstream Announces Private Offering of $500 Million of Senior Notes HOUSTON, TEXAS, April 11, 2019 – Crestwood Midstream Partners LP (“CMLP”), a wholly-owned subsidiary of Crestwood Equity Partners LP (NYSE: CEQP), announced today its intention, subject to

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets

8-K 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 Date of Report (Date of earliest event reported): April 9, 2019 CRESTWOOD MIDSTREAM PARTNERS LP (Exact name of registrant as specified in its charter) Delaware 001-35377 20-1647837 (State or Other Jurisdiction of Incorporation) (

First Amendment to Second Amended and Restated Credit Agreement, dated as of April 9, 2019, by and among Crestwood Midstream Partners LP, as borrower, the financial institutions signatories thereto, and Wells Fargo Bank, National Association, as Administrative Agent

EX-10.1 Exhibit 10.1 Execution Version FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is made as of April 9, 2019, by and among Crestwood Midstream Partners LP, a Delaware limited partnership (the “Borrower”), the guarantors party hereto (the “Guarantors”), the financial institutions listed on

First Amendment to Registration Rights Agreement, dated as of April 9, 2019, by and between Crestwood Equity Partners LP and CN Jackalope Holdings, LLC

EX-4.1 3 d736033dex41.htm EX-4.1 Exhibit 4.1 Execution Version FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT This First Amendment to Registration Rights Agreement (this “Amendment”) is made and entered into as of April 9, 2019 by and among Crestwood Equity Partners LP, a Delaware limited partnership (“Crestwood”), and CN Jackalope Holdings, LLC, a Delaware limited liability company (“Holdings”)

Purchase Agreement, dated as of April 9, 2019, by and between Crestwood Niobrara LLC and Williams MLP Operating, LLC

EX-2.1 2 d736033dex21.htm EX-2.1 Exhibit 2.1 EXECUTION VERSION PURCHASE AGREEMENT dated as of April 9, 2019 by and between CRESTWOOD NIOBRARA LLC and WILLIAMS MLP OPERATING, LLC relating to the purchase and sale of 50% of the Units of JACKALOPE GAS GATHERING SERVICES, L.L.C. TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS 1 Section 1.01. Definitions 1 Section 1.02. Other Definitional and Interpretati

Crestwood Acquires Williams’ 50% Interest in Powder River Basin Joint Venture and Provides Updated 2019 Outlook Transaction enables Crestwood to be one of the largest gas gathering and processing companies by volume in the high-growth Powder River Ba

EX-99.1 5 d736033dex991.htm EX-99.1 Exhibit 99.1 News Release CRESTWOOD EQUITY PARTNERS LP 811 Main Street, Suite 3400 Houston, TX 77002 www.crestwoodlp.com Crestwood Acquires Williams’ 50% Interest in Powder River Basin Joint Venture and Provides Updated 2019 Outlook Transaction enables Crestwood to be one of the largest gas gathering and processing companies by volume in the high-growth Powder R

Supplemental Indenture dated as of October 22, 2018, among Crestwood Midstream Partners LP, Crestwood Midstream Finance Corporation, each existing Guarantor and U.S. Bank National Association, as trustee

Exhibit 4.13 Execution Version SUPPLEMENTAL INDENTURE THIS SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), is dated as of October 22, 2018, among Crestwood Midstream Partners LP, a Delaware limited partnership (the “Company”), Crestwood Midstream Finance Corporation, a Delaware corporation (the “Co- Issuer” and, together, with the Company, the “Issuers”), each existing Guarantor under each

Financial Statements for Stagecoach Gas Services LLC as of December 31, 2018 and 2017 and for the years ended December 31, 2018 and 2017 and for the period from June 3, 2016 to December 31, 2016 (audited) pursuant to Rule 3-09 of Regulation S-X (17 CFR 210.3-09)

EX-99.1 14 a991-stagecoachgasservices.htm EXHIBIT 99.1 Exhibit 99.1 Stagecoach Gas Services LLC Consolidated Financial Statements As of December 31, 2018 and 2017 and For the Years Ended December 31, 2018 and 2017 and For the Period from June 3, 2016 to December 31, 2016 Exhibit 99.1 STAGECOACH GAS SERVICES LLC TABLE OF CONTENTS Report of Independent Auditors 3 Consolidated Financial Statements: C

Annual Report - 10-K

10-K 1 crestwood-10k2018.htm 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to (Exact

List of subsidiaries of Crestwood Equity Partners LP

Exhibit 21.1 List of Subsidiaries of CRESTWOOD EQUITY PARTNERS LP AS OF FEBRUARY 11, 2019 Name Jurisdiction Arlington Storage Company, LLC Delaware Arrow Field Services, LLC Delaware Arrow Midstream Holdings, LLC Delaware Arrow Pipeline, LLC Delaware Arrow Water, LLC Delaware Arrow Water Services LLC Delaware Crestwood Corporation Delaware CMLP Tres Manager LLC Delaware CMLP Tres Operator LLC Dela

CEQP / Crestwood Equity Partners LP / ALPS ADVISORS INC - FORM SC 13G Passive Investment

SC 13G 1 d698659dsc13g.htm FORM SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Crestwood Equity Partners, L.P. (Name of Issuer) Common Units (Title of Class of Securities) 226344208 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate bo

Computation of ratio of earnings to fixed charges - Crestwood Midstream Partners LP

Exhibit 12.2 CRESTWOOD MIDSTREAM PARTNERS LP COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (in millions, except for ratio) Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Earnings: Pre-tax loss from continuing operations before adjustment for non-controlling interest and equity earnings (including amortization of excess cost of equity investment) per statem

Executive Restricted Unit Award Grant Notice

Exhibit 10.1 CRESTWOOD EQUITY PARTNERS LP 2018 LONG TERM INCENTIVE PLAN Restricted Unit Award Grant Notice Pursuant to the terms and conditions of the Crestwood Equity Partners LP 2018 Long Term Incentive Plan, (the “Plan”), and the associated Restricted Unit Award Agreement, (the “Agreement”), Crestwood Equity GP LLC, a Delaware limited liability company, the general partner (“General Partner”) o

Non-Executive Restricted Unit Award Grant Notice

EX-10.2 3 ceqp-ex102.htm EXHIBIT 10.2 Exhibit 10.2 CRESTWOOD EQUITY PARTNERS LP 2018 LONG TERM INCENTIVE PLAN Restricted Unit Award Grant Notice Pursuant to the terms and conditions of the Crestwood Equity Partners LP 2018 Long Term Incentive Plan (the “Plan”), and the associated Restricted Unit Award Agreement (the “Agreement”), Crestwood Equity GP LLC, a Delaware limited liability company, the g

Quarterly Report - 10-Q

10-Q 1 crestwood-q32018.htm 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2018 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to

Director Restricted Unit Award Grant Notice

Exhibit 10.3 CRESTWOOD EQUITY PARTNERS LP 2018 LONG TERM INCENTIVE PLAN Restricted Unit Award Grant Notice (Director Award) Pursuant to the terms and conditions of the Crestwood Equity Partners LP 2018 Long Term Incentive Plan, (the “Plan”), and the associated Restricted Unit Award Agreement, (the “Agreement”), Crestwood Equity GP LLC, a Delaware limited liability company, the general partner (“Ge

Restricted Unit Award Agreement

Exhibit 10.4 CRESTWOOD EQUITY PARTNERS LP 2018 LONG TERM INCENTIVE PLAN Restricted Unit Award Agreement This Restricted Unit Award Agreement (this “Agreement”) is made and entered into as of the Date of Grant set forth in the Restricted Unit Award Grant Notice (“Notice of Grant”) by and between Crestwood Equity GP LLC, a Delaware limited liability company (the “General Partner”), and the individua

Computation of ratio of earnings to fixed charges - Crestwood Equity Partners LP

Exhibit 12.1 CRESTWOOD EQUITY PARTNERS LP COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (in millions, except for ratio) Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Earnings: Pre-tax loss from continuing operations before adjustment for non-controlling interest and equity earnings (including amortization of excess cost of equity investment) per statement

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

8-K 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 Date of report (Date of earliest event reported): October 18, 2018 (October 16, 2018) CRESTWOOD MIDSTREAM PARTNERS LP (Exact name of registrant as specified in its charter) Delaware 001-35377 20-1647837 (State or other jurisdicti

Second Amended and Restated Credit Agreement, dated as of October 16, 2018, by and among Crestwood Midstream Partners LP, as borrower, the lenders party thereto, and Wells Fargo Bank, National Association, as Administrative Agent and Collateral Agent.

EX-10.1 Exhibit 10.1 Execution Version $1,250,000,000 SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of October 16, 2018 among CRESTWOOD MIDSTREAM PARTNERS LP, as Borrower, THE LENDERS PARTY HERETO, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and Collateral Agent, CITIBANK, N.A., BANK OF AMERICA, N.A. and JPMORGAN CHASE BANK, N.A., as Co-Syndication Agents, and BARCLAYS

Computation of ratio of earnings to fixed charges - Crestwood Midstream Partners LP

Exhibit 12.2 CRESTWOOD MIDSTREAM PARTNERS LP COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (in millions, except for ratio) Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Earnings: Pre-tax loss from continuing operations before adjustment for non-controlling interest and equity earnings (including amortization of excess cost of equity investment) per statements of inc

Computation of ratio of earnings to fixed charges - Crestwood Equity Partners LP

Exhibit 12.1 CRESTWOOD EQUITY PARTNERS LP COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (in millions, except for ratio) Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Earnings: Pre-tax loss from continuing operations before adjustment for non-controlling interest and equity earnings (including amortization of excess cost of equity investment) per statements of income

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2018 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . (Exact name of registrant as specif

Computation of ratio of earnings to fixed charges - Crestwood Midstream Partners LP

Exhibit 12.2 CRESTWOOD MIDSTREAM PARTNERS LP COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (in millions, except for ratio) Three Months Ended March 31, 2018 2017 Earnings: Pre-tax income (loss) from continuing operations before adjustment for non-controlling interest and equity earnings (including amortization of excess cost of equity investment) per statements of income $ 20.0 $ (29.6 ) Add:

Computation of ratio of earnings to fixed charges - Crestwood Equity Partners LP

Exhibit 12.1 CRESTWOOD EQUITY PARTNERS LP COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (in millions, except for ratio) Three Months Ended March 31, 2018 2017 Earnings: Pre-tax income (loss) from continuing operations before adjustment for non-controlling interest and equity earnings (including amortization of excess cost of equity investment) per statements of income $ 21.7 $ (27.6 ) Add: Fix

Quarterly Report - 10-Q

10-Q 1 crestwood-q12018.htm 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2018 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . (

Registration Rights Agreement, dated December 28, 2017, by and among Crestwood Equity Partners LP and CN Jackalope Holdings, LLC

EX-4.10 4 a410-jackalopexregistratio.htm EXHIBIT 4.10 Exhibit 4.10 Execution Version REGISTRATION RIGHTS AGREEMENT BY AND BETWEEN CRESTWOOD EQUITY PARTNERS LP AND CN JACKALOPE HOLDINGS, LLC DATED AS OF DECEMBER 28, 2017 Table of Contents ARTICLE I DEFINITIONS 1 Section 1.01 Definitions 1 Section 1.02 Registrable Securities 4 Section 1.03 Right and Obligations 4 ARTICLE II REGISTRATION RIGHTS 4 Sec

Second Amended and Restated Limited Liability Company Agreement for Crestwood Niobrara LLC, dated December 28, 2017, between Crestwood Midstream Partners LP and CN Jackalope Holdings, LLC

Exhibit 4.9 Execution Version SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CRESTWOOD NIOBRARA LLC a Delaware Limited Liability Company Dated as of December 28, 2017 Limited liability company interests in Crestwood Niobrara LLC, a Delaware limited liability company, have not been registered with or qualified by the Securities and Exchange Commission or any securities regulator

Annual Report - 10-K

10-K 1 crestwood-10k2017.htm 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to (Exact

List of subsidiaries of Crestwood Equity Partners LP

EX-21.1 8 a211-ceqplistofsubsidiaries.htm EXHIBIT 21.1 Exhibit 21.1 List of Subsidiaries of CRESTWOOD EQUITY PARTNERS LP AS OF FEBRUARY 12, 2018 Name Jurisdiction Arlington Storage Company, LLC Delaware Arrow Field Services, LLC Delaware Arrow Midstream Holdings, LLC Delaware Arrow Pipeline, LLC Delaware Arrow Water, LLC Delaware CEQP Finance Corp. Delaware CMLP Tres Manager LLC Delaware CMLP Tres

Computation of ratio of earnings to fixed charges - Crestwood Midstream Partners LP

Exhibit 12.2 CRESTWOOD MIDSTREAM PARTNERS LP COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (in millions, except for ratio) For the Years Ended December 31, 2017 2016 2015 2014 2013 Earnings: Pre-tax (loss) income from continuing operations before adjustment for non-controlling interest and equity earnings (including amortization of excess cost of equity investment) per statements of income $ (

Omnibus Amendment to Employment Agreements dated February 22, 2018 by and between Crestwood Operations LLC and each of Robert G. Phillips, Robert Halpin, Steven Dougherty, Joel Lambert and William H. Moore

Exhibit 10.2 OMNIBUS AMENDMENT TO EMPLOYMENT AGREEMENTS THIS OMNIBUS AMENDMENT (the “Omnibus Amendment”) to the EMPLOYMENT AGREEMENTS effective January 21, 2014, by and between Crestwood Operations LLC (“the Employer”) and each of Robert G. Phillips (“Phillips”), Robert Halpin (“Halpin”), Steven Dougherty (“Dougherty”), Joel Lambert (“Lambert”) and William H. Moore (“Moore” and, together with Phil

Supplemental Indenture dated as of December 1, 2017, among Crestwood Midstream Partners LP, Crestwood Midstream Finance Corporation, each existing Guarantor and U.S. Bank National Association, as trustee

EX-4.4 2 a44-cmlpxsupplementalinden.htm EXHIBIT 4.4 Exhibit 4.4 SUPPLEMENTAL INDENTURE THIS SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), is dated as of December 1, 2017, among Crestwood Midstream Partners LP, a Delaware limited partnership (the “Company”), Crestwood Midstream Finance Corporation, a Delaware corporation (the “Co-Issuer” and, together, with the Company, the “Issuers”), ea

Computation of ratio of earnings to fixed charges - Crestwood Equity Partners LP

Exhibit 12.1 CRESTWOOD EQUITY PARTNERS LP COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (in millions, except for ratio) For the Years Ended December 31, 2017 2016 2015 2014 2013 Earnings: Pre-tax (loss) income from continuing operations before adjustment for non-controlling interest and equity earnings (including amortization of excess cost of equity investment) per statements of income $ (215

Entry into a Material Definitive Agreement

8-K 1 d428548d8k.htm FORM 8-K 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 January 4, 2018 (December 28, 2017) Date of Report (Date of earliest event reported) CRESTWOOD MIDSTREAM PARTNERS LP (Exact name of Registrant as specified in its charter) Delaware 001-35377 20-1647837 (State or other

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2017 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . (Exact name of registrant as s

Computation of ratio of earnings to fixed charges - Crestwood Midstream Partners LP

Exhibit 12.2 CRESTWOOD MIDSTREAM PARTNERS LP COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (in millions, except for ratio) Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Earnings: Pre-tax loss from continuing operations before adjustment for non-controlling interest and equity earnings (including amortization of excess cost of equity investment) per statem

Computation of ratio of earnings to fixed charges - Crestwood Equity Partners LP

Exhibit 12.1 CRESTWOOD EQUITY PARTNERS LP COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (in millions, except for ratio) Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Earnings: Pre-tax loss from continuing operations before adjustment for non-controlling interest and equity earnings (including amortization of excess cost of equity investment) per statement

Quarterly Report - 10-Q

10-Q 1 crestwood-q22017.htm 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2017 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . (E

CRESTWOOD EQUITY PARTNERS LP COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (in millions, except for ratio)

Exhibit 12.1 CRESTWOOD EQUITY PARTNERS LP COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (in millions, except for ratio) Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 Earnings: Pre-tax loss from continuing operations before adjustment for non-controlling interest and equity earnings (including amortization of excess cost of equity investment) per statements of income

CRESTWOOD MIDSTREAM PARTNERS LP COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (in millions, except for ratio)

Exhibit 12.2 CRESTWOOD MIDSTREAM PARTNERS LP COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (in millions, except for ratio) Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 Earnings: Pre-tax loss from continuing operations before adjustment for non-controlling interest and equity earnings (including amortization of excess cost of equity investment) per statements of inc

SUPPLEMENTAL INDENTURE

Exhibit 10.2 SUPPLEMENTAL INDENTURE THIS SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), is dated as of June 5, 2017, among Crestwood Midstream Partners LP, a Delaware limited partnership (the “Company”), Crestwood Midstream Finance Corporation, a Delaware corporation (the “Co-Issuer” and, together, with the Company, the “Issuers”), each existing Guarantor under each of the Indentures refe

SEPARATION AGREEMENT AND RELEASE

Exhibit 10.1 SEPARATION AGREEMENT AND RELEASE This Separation Agreement and Release (this “Agreement”) is by and between Crestwood Operations LLC (the “Company”) and William C. Gautreaux (“Employee”). Employee and the Company may sometimes be referenced herein individually as “Party” or collectively as the “Parties.” 1.Termination of Employment. Pursuant to Sections 3.1(b)(i) and 3.3(a)(ii) of the

CMLP ESP

CORRESP Crestwood Midstream Partners LP Crestwood Midstream Finance Corp. 700 Louisiana Street, Suite 2550 Houston, Texas 77002 June 15, 2017 Securities and Exchange Commission 100 F Street NE Mail Stop 7010 Washington, D.C. 20549-7010 Attn: H. Roger Schwall Division of Corporation Finance Re: Registration Statement on Form S-4, as amended Filed May 12, 2017 File No. 333-217960 Dear Mr. Schwall: T

CMLP ESP

CORRESP Crestwood Midstream Partners LP 700 Louisiana Street, Suite 2550 Houston, Texas 77002 Via EDGAR June 15, 2017 Mara L.

CMLP ESP

CORRESP Crestwood Midstream Partners, LP 700 Louisiana Street, Suite 2550 Houston, Texas 77002 June 9, 2017 Mara L.

CRESTWOOD EQUITY PARTNERS LP LONG-TERM INCENTIVE PLAN PERFORMANCE UNIT GRANT AGREEMENT

Exhibit 10.1 R CRESTWOOD EQUITY PARTNERS LP LONG-TERM INCENTIVE PLAN PERFORMANCE UNIT GRANT AGREEMENT THIS PERFORMANCE UNIT GRANT AGREEMENT (this “Agreement”), dated as of February 15, 2017, is made and entered into by and between Crestwood Equity GP LLC, a Delaware limited liability company (the “General Partner”), and (the “Service Provider”). Capitalized terms used in this Agreement but not oth

CRESTWOOD EQUITY PARTNERS LP COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (in millions, except for ratio)

Exhibit 12.1 CRESTWOOD EQUITY PARTNERS LP COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (in millions, except for ratio) Three Months Ended March 31, 2017 2016 Earnings: Pre-tax loss from continuing operations before adjustment for non-controlling interest and equity earnings (including amortization of excess cost of equity investment) per statements of income $ (27.6 ) $ (100.2 ) Add: Fixed ch

CRESTWOOD MIDSTREAM PARTNERS LP COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (in millions, except for ratio)

Exhibit 12.2 CRESTWOOD MIDSTREAM PARTNERS LP COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (in millions, except for ratio) Three Months Ended March 31, 2017 2016 Earnings: Pre-tax loss from continuing operations before adjustment for non-controlling interest and equity earnings (including amortization of excess cost of equity investment) per statements of income $ (29.6 ) $ (102.0 ) Add: Fixed

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2017 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . (Exact name of registrant as speci

Crestwood Midstream Partners LP Announces Expiration and Final Results of Its Tender Offers for Its Outstanding 6.000% Senior Notes due 2020 and 6.125% Senior Notes due 2022

EX-99.1 4 d363254dex991.htm EX-99.1 Exhibit 99.1 News Release CRESTWOOD MIDSTREAM PARTNERS LP 700 Louisiana Street, Suite 2550 Houston, TX 77002 www.crestwoodlp.com Crestwood Midstream Partners LP Announces Expiration and Final Results of Its Tender Offers for Its Outstanding 6.000% Senior Notes due 2020 and 6.125% Senior Notes due 2022 HOUSTON — March 14, 2017 — Crestwood Midstream Partners LP (“

Registration Rights Agreement, dated as of March 14, 2017, by and among Crestwood Midstream Partners LP, Crestwood Midstream Finance Corp., the guarantors named therein and J.P. Morgan Securities LLC, as representative of the several initial purchasers, with respect to the 5.75% Senior Notes due 2025 (incorporated by reference to Exhibit 4.3 to Crestwood Midstream’s Form 8- K filed on March 15, 2017)

EX-4.3 3 d363254dex43.htm EX-4.3 Exhibit 4.3 REGISTRATION RIGHTS AGREEMENT DATED AS OF MARCH 14, 2017 AMONG CRESTWOOD MIDSTREAM PARTNERS LP, CRESTWOOD MIDSTREAM FINANCE CORP., THE GUARANTORS LISTED ON SCHEDULE I HERETO AND J.P. MORGAN SECURITIES LLC, AS REPRESENTATIVE OF THE INITIAL PURCHASERS 5.75% SENIOR NOTES DUE 2025 TABLE OF CONTENTS 1. Definitions 1 2. Exchange Offer 4 3. Shelf Registration

Form of 5.75% Senior Note due 2025 (included in Exhibit 4.1)

EX-4.1 2 d363254dex41.htm EX-4.1 Exhibit 4.1 CRESTWOOD MIDSTREAM PARTNERS LP CRESTWOOD MIDSTREAM FINANCE CORP. 5.75% SENIOR NOTES DUE 2025 INDENTURE Dated as of March 14, 2017 U.S. Bank National Association Trustee TABLE OF CONTENTS Page Article 1 DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.01 Definitions. 1 Section 1.02 Other Definitions. 32 Section 1.03 Incorporation by Reference of T

CMLP FORM 8-K (Current Report/Significant Event)

Form 8-K 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 14, 2017 Date of Report (Date of earliest event reported) CRESTWOOD MIDSTREAM PARTNERS LP (Exact name of registrant as specified in its charter) Delaware 001-35377 20-1647837 (State of Incorporation or Organization) (C

Financial Statements and Exhibits, Other Events

8-K 1 d343487d8k.htm FORM 8-K 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) Delaware 001-35377 20-1647837 (State of Incorporation or

Crestwood Midstream Announces Pricing of Private Offering of $500 Million of 5.75% Senior Notes Due 2025

EX-99.1 Exhibit 99.1 News Release CRESTWOOD MIDSTREAM PARTNERS LP 700 Louisiana Street, Suite 2550 Houston, TX 77002 www.crestwoodlp.com Crestwood Midstream Announces Pricing of Private Offering of $500 Million of 5.75% Senior Notes Due 2025 HOUSTON, TEXAS, March 7, 2017 ? Crestwood Midstream Partners LP (?CMLP?), a wholly-owned subsidiary of Crestwood Equity Partners LP (NYSE: CEQP), announced to

Crestwood Midstream Partners LP Announces Cash Tender Offers for Any and All of Its Outstanding 6.000% Senior Notes due 2020 and 6.125% Senior Notes due 2022

EX-99.1 2 d378039dex991.htm EX-99.1 Exhibit 99.1 News Release CRESTWOOD MIDSTREAM PARTNERS LP 700 Louisiana Street, Suite 2550 Houston, TX 77002 www.crestwoodlp.com Crestwood Midstream Partners LP Announces Cash Tender Offers for Any and All of Its Outstanding 6.000% Senior Notes due 2020 and 6.125% Senior Notes due 2022 HOUSTON — March 7, 2017 — Crestwood Midstream Partners LP (“CMLP”), a wholly-

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

8-K 1 d378039d8k.htm 8-K 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) Delaware 001-35377 20-1647837 (State of Incorporation or Organ

Crestwood Midstream Announces Offering of $500 Million of Senior Notes

EX-99.2 3 d378039dex992.htm EX-99.2 Exhibit 99.2 News Release CRESTWOOD MIDSTREAM PARTNERS LP 700 Louisiana Street, Suite 2550 Houston, TX 77002 www.crestwoodlp.com Crestwood Midstream Announces Offering of $500 Million of Senior Notes HOUSTON, TEXAS, March 7, 2017 – Crestwood Midstream Partners LP (“CMLP”), a wholly-owned subsidiary of Crestwood Equity Partners LP (NYSE: CEQP), announced today it

1

Exhibit 21.1 List of Subsidiaries of CRESTWOOD EQUITY PARTNERS LP AS OF FEBRUARY 10, 2017 Name Jurisdiction Arlington Storage Company, LLC Delaware Arrow Field Services, LLC Delaware Arrow Midstream Holdings, LLC Delaware Arrow Pipeline, LLC Delaware Arrow Water, LLC Delaware CEQP Finance Corp. Delaware CMLP Tres Manager LLC Delaware CMLP Tres Operator LLC Delaware Cowtown Gas Processing Partners

Annual Report - 10-K

10-K 1 crestwood-10k2016.htm 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to (Exact

CRESTWOOD MIDSTREAM PARTNERS LP COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (in millions, except for ratio) For the Years Ended December 31, 2016 2015 2014 2013 2012 Earnings: Pre-tax (loss) income from continuing operations before adjustment f

Exhibit 12.2 CRESTWOOD MIDSTREAM PARTNERS LP COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (in millions, except for ratio) For the Years Ended December 31, 2016 2015 2014 2013 2012 Earnings: Pre-tax (loss) income from continuing operations before adjustment for non-controlling interest and equity earnings (including amortization of excess cost of equity investment) per statements of income $ (

CRESTWOOD EQUITY PARTNERS LP COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (in millions, except for ratio)

Exhibit 12.1 CRESTWOOD EQUITY PARTNERS LP COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (in millions, except for ratio) For the Years Ended December 31, 2016 2015 2014 2013 2012 Earnings: Pre-tax (loss) income from continuing operations before adjustment for non-controlling interest and equity earnings (including amortization of excess cost of equity investment) per statements of income $ (223

CRESTWOOD EQUITY PARTNERS LP COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (in millions, except for ratio)

Exhibit 12.1 CRESTWOOD EQUITY PARTNERS LP COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (in millions, except for ratio) Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Earnings: Pre-tax loss from continuing operations before adjustment for non-controlling interest and equity earnings (including amortization of excess cost of equity investment) per statement

SUPPLEMENTAL INDENTURE

Exhibit 4.1 SUPPLEMENTAL INDENTURE THIS SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), is dated as of September 30, 2016, among Crestwood Midstream Partners LP, a Delaware limited partnership (the “Company”), Crestwood Midstream Finance Corporation, a Delaware corporation (the “Co-Issuer” and, together, with the Company, the “Issuers”), each existing Guarantor under each of the Indentures

CRESTWOOD MIDSTREAM PARTNERS LP COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (in millions, except for ratio)

Exhibit 12.2 CRESTWOOD MIDSTREAM PARTNERS LP COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (in millions, except for ratio) Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Earnings: Pre-tax loss from continuing operations before adjustment for non-controlling interest and equity earnings (including amortization of excess cost of equity investment) per statem

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2016 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . (Exact name of registrant as s

GAS GATHERING AGREEMENT COWTOWN PIPELINE PARTNERS L.P. ("GATHERER") BLUESTONE NATURAL RESOURCES II, LLC ("PRODUCER") Lake Arlington Gathering System, Tarrant County, Texas

PORTIONS OF THIS EXHIBIT DENOTED WITH THREE ASTERISKS (***) HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT Exhibit 10.

Quarterly Report - 10-Q

10-Q 1 crestwood-q22016.htm 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2016 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . (E

- 1 -

EX-10.6 6 ex106201607141500sidelett.htm EXHIBIT 10.6 PORTIONS OF THIS EXHIBIT DENOTED WITH THREE ASTERISKS (***) HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT EXHIBIT 10.6 By Email April 6, 2016 John Redmond President/Chief Executive Officer BlueStone Natural Resources II, LLC 2100 South Utica, Suite 200 Tulsa, OK 74114 [email protected] Re: Letter Agreement to Gatheri

SUPPLEMENTAL INDENTURE

Exhibit 4.1 SUPPLEMENTAL INDENTURE US 4302682v.2 THIS SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), is dated as of June 3, 2016, among Crestwood Midstream Partners LP, a Delaware limited partnership (the “Company”), Crestwood Midstream Finance Corporation, a Delaware corporation (the “Co-Issuer” and, together, with the Company, the “Issuers”), each existing Guarantor under each of the In

Gas Gathering and Processing Agreement BLUESTONE NATURAL RESOURCES II, LLC, COWTOWN PIPELINE PARTNERS L.P. COWTOWN GAS PROCESSING PARTNERS L.P. Cowtown Gas Facilities TABLE OF CONTENTS

EX-10.4 4 ex104201605021000cowtowng.htm EXHIBIT 10.4 PORTIONS OF THIS EXHIBIT DENOTED WITH THREE ASTERISKS (***) HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT Exhibit 10.4 Gas Gathering and Processing Agreement Between BLUESTONE NATURAL RESOURCES II, LLC, COWTOWN PIPELINE PARTNERS L.P. and COWTOWN GAS PROCESSING PARTNERS L.P. Cowtown Gas Facilities TABLE OF CONTENTS ARTICLE I

CRESTWOOD EQUITY PARTNERS LP COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (in millions, except for ratio)

Exhibit 12.1 CRESTWOOD EQUITY PARTNERS LP COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (in millions, except for ratio) Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Earnings: Pre-tax loss from continuing operations before adjustment for non-controlling interest and equity earnings (including amortization of excess cost of equity investment) per statements of income

CRESTWOOD MIDSTREAM PARTNERS LP COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (in millions, except for ratio)

Exhibit 12.2 CRESTWOOD MIDSTREAM PARTNERS LP COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (in millions, except for ratio) Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Earnings: Pre-tax loss from continuing operations before adjustment for non-controlling interest and equity earnings (including amortization of excess cost of equity investment) per statements of inc

GAS GATHERING AGREEMENT COWTOWN PIPELINE PARTNERS L.P. (“GATHERER”) BLUESTONE NATURAL RESOURCES II, LLC (“PRODUCER”) Alliance Area Gathering System, Tarrant and Denton Counties, Texas

EX-10.3 3 ex103201607141500alliance.htm EXHIBIT 10.3 PORTIONS OF THIS EXHIBIT DENOTED WITH THREE ASTERISKS (***) HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT Exhibit 10.3 GAS GATHERING AGREEMENT BETWEEN COWTOWN PIPELINE PARTNERS L.P. (“GATHERER”) AND BLUESTONE NATURAL RESOURCES II, LLC (“PRODUCER”) Alliance Area Gathering System, Tarrant and Denton Counties, Texas 1 3230471v2

Consolidated Edison and Crestwood Announce Closing of Northeast Pipeline and Storage Joint Venture

EX-99.1 3 d198082dex991.htm EX-99.1 Exhibit 99.1 Consolidated Edison and Crestwood Announce Closing of Northeast Pipeline and Storage Joint Venture NEW YORK, NY and HOUSTON, TX, June 6, 2016 – Consolidated Edison, Inc. (NYSE: ED) (“Con Edison”) and Crestwood Equity Partners LP (NYSE: CEQP) (“Crestwood”) today announced that they have completed the formation of a new joint venture to own and develo

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT STAGECOACH GAS SERVICES LLC A Delaware Limited Liability Company June 3, 2016

EX-10.1 2 d198082dex101.htm EX-10.1 Exhibit 10.1 AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF STAGECOACH GAS SERVICES LLC A Delaware Limited Liability Company June 3, 2016 The holders of the Membership Interests represented by this Agreement acknowledge for the benefit of Stagecoach Gas Services LLC that the Membership Interests may not be sold, offered, resold, pledged or otherwise

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events

8-K 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 Date of Report (Date of earliest event reported) June 8, 2016 (June 3, 2016) CRESTWOOD MIDSTREAM PARTNERS LP (Exact name of registrant as specified in its charter) Delaware 001-35377 20-1647837 (State or other jurisdiction of incorporation) (C

CRESTWOOD MIDSTREAM PARTNERS LP UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

EX-99.2 4 d198082dex992.htm EX-99.2 Exhibit 99.2 CRESTWOOD MIDSTREAM PARTNERS LP UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION The following unaudited pro forma condensed consolidated financial statements and accompanying financial information of Crestwood Midstream Partners LP (Crestwood Midstream) as of and for the three months ended March 31, 2016, and for the year ended Dece

/s/ Robert G. Phillips

Exhibit 31.7 CERTIFICATIONS I, Robert G. Phillips, certify that: 1. I have reviewed this Amendment No. 1 to the Annual Report on Form 10-K/A of Crestwood Midstream Partners LP; and 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such state

Annual Report - 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1) ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2015 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to (Exact name of registrant as specified

/s/ Robert T. Halpin

Exhibit 31.8 CERTIFICATIONS I, Robert T. Halpin, certify that: 1. I have reviewed this Amendment No. 1 to the Annual Report on Form 10-K/A of Crestwood Midstream Partners LP; and 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such stateme

Crestwood Equity Partners LP ESP

CORRESP Crestwood Equity Partners LP Crestwood Midstream Partners LP 700 Louisiana Street, Suite 2550 Houston, Texas 77002 May 11, 2016 Mara L.

CRESTWOOD EQUITY PARTNERS LP COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (in millions, except for ratio)

Exhibit 12.1 CRESTWOOD EQUITY PARTNERS LP COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (in millions, except for ratio) Three Months Ended March 31, 2016 2015 Earnings: Pre-tax income (loss) from continuing operations before adjustment for non-controlling interest and equity earnings (including amortization of excess cost of equity investment) per statements of income $ (100.2 ) $ 15.1 Add: Fi

Quarterly Report - 10-Q

10-Q 1 crestwood-q12016.htm 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2016 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . (

CRESTWOOD MIDSTREAM PARTNERS LP COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (in millions, except for ratio)

Exhibit 12.2 CRESTWOOD MIDSTREAM PARTNERS LP COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (in millions, except for ratio) Three Months Ended March 31, 2016 2015 Earnings: Pre-tax income (loss) from continuing operations before adjustment for non-controlling interest and equity earnings (including amortization of excess cost of equity investment) per statements of income $ (102.0 ) $ 26.1 Add:

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

8-K 1 d184413d8k.htm 8-K 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 Date of report (Date of earliest event reported): April 22, 2016 (April 20, 2016) CRESTWOOD MIDSTREAM PARTNERS LP (Exact name of Registrant as specified in its charter) DELAWARE 001-35377 20-1647837 (State of

CONTRIBUTION AGREEMENT by and between CRESTWOOD PIPELINE AND STORAGE NORTHEAST LLC CON EDISON GAS PIPELINE AND STORAGE NORTHEAST, LLC April 20, 2016 TABLE OF CONTENTS ARTICLE I DEFINITIONS 1 1.1 Definitions 1 1.2 Rules of Construction 17 ARTICLE II F

EX-2.1 Exhibit 2.1 EXECUTION VERSION CONTRIBUTION AGREEMENT by and between CRESTWOOD PIPELINE AND STORAGE NORTHEAST LLC and CON EDISON GAS PIPELINE AND STORAGE NORTHEAST, LLC April 20, 2016 TABLE OF CONTENTS ARTICLE I DEFINITIONS 1 1.1 Definitions 1 1.2 Rules of Construction 17 ARTICLE II FORMATION, CONTRIBUTION AND EXCHANGE; CLOSING; ADJUSTMENTS 18 2.1 Formation, Contribution and Exchange 18 2.2

Crestwood Equity Partners LP ESP

CORRESP Crestwood Equity Partners LP Crestwood Midstream Partners LP 700 Louisiana Street, Suite 2550 Houston, Texas 77002 April 22, 2016 Mara L.

Entry into a Material Definitive Agreement

8-K 1 d148997d8k.htm 8-K 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 Date of Report (Date of earliest event reported): April 6, 2016 CRESTWOOD MIDSTREAM PARTNERS LP (Exact name of registrant as specified in its charter) Delaware 001-35377 20-1647837 (State or other jurisdictio

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 d148580d8k.htm 8-K 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, 2016 (March 4, 2016) Date of Report (Date of earliest event reported) CRESTWOOD MIDSTREAM PARTNERS LP (Exact name of Registrant as specified in its charter) Delaware 001-35377 20-1647837 (State or ot

First Supplemental Indenture, dated March 4, 2016, by and among Crestwood Midstream Partners LP, Crestwood Midstream Finance Corp., the Guarantors named therein and U.S. Bank National Association (incorporated herein by reference to Exhibit 4.3 to Crestwood Midstream Partners LP’s Form 8-K filed on March 7, 2016)

EX-4.3 4 d148580dex43.htm EX-4.3 Exhibit 4.3 CRESTWOOD MIDSTREAM PARTNERS LP, CRESTWOOD MIDSTREAM FINANCE CORP., THE GUARANTORS NAMED ON THE SIGNATURE PAGES HEREOF, and U.S. BANK NATIONAL ASSOCIATION, as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of March 4, 2016 to Indenture dated as of March 23, 2015 6.25% Senior Notes due 2023 This FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”)

CRESTWOOD MIDSTREAM PARTNERS LP, CRESTWOOD MIDSTREAM FINANCE CORP., THE GUARANTORS NAMED ON THE SIGNATURE PAGES HEREOF, U.S. BANK NATIONAL ASSOCIATION, as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of March 4, 2016 dated as of November 8, 2013 6.1

EX-4.2 3 d148580dex42.htm EX-4.2 Exhibit 4.2 CRESTWOOD MIDSTREAM PARTNERS LP, CRESTWOOD MIDSTREAM FINANCE CORP., THE GUARANTORS NAMED ON THE SIGNATURE PAGES HEREOF, and U.S. BANK NATIONAL ASSOCIATION, as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of March 4, 2016 to Indenture dated as of November 8, 2013 6.125% Senior Notes due 2022 This FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indentur

CMLP ESP

CORRESP March 7, 2016 Securities and Exchange Commission 100 F Street NE Mail Stop 7010 Washington, D.

CRESTWOOD MIDSTREAM PARTNERS LP, CRESTWOOD MIDSTREAM FINANCE CORP., THE GUARANTORS NAMED ON THE SIGNATURE PAGES HEREOF, U.S. BANK NATIONAL ASSOCIATION, as Trustee FIFTH SUPPLEMENTAL INDENTURE Dated as of March 4, 2016 dated as of December 7, 2012 6.0

EX-4.1 2 d148580dex41.htm EX-4.1 Exhibit 4.1 CRESTWOOD MIDSTREAM PARTNERS LP, CRESTWOOD MIDSTREAM FINANCE CORP., THE GUARANTORS NAMED ON THE SIGNATURE PAGES HEREOF, and U.S. BANK NATIONAL ASSOCIATION, as Trustee FIFTH SUPPLEMENTAL INDENTURE Dated as of March 4, 2016 to Indenture dated as of December 7, 2012 6.0% Senior Notes due 2020 This FIFTH SUPPLEMENTAL INDENTURE, dated as of March 4, 2016 is

CRESTWOOD EQUITY PARTNERS LP COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (in millions, except for ratio)

Exhibit 12.1 CRESTWOOD EQUITY PARTNERS LP COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (in millions, except for ratio) For the Years Ended December 31, 2015 2014 2013 2012 2011 Earnings: Pre-tax (loss) income from continuing operations before adjustment for non-controlling interest and equity earnings (including amortization of excess cost of equity investment) per statements of income $ (2,3

Annual Report - 10-K

10-K 1 crestwood-10k2015.htm 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2015 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to (Exact

EMPLOYMENT AGREEMENT

EX-10.4 2 exhibit104sdoughertyexecut.htm EXHIBIT 10.4 Exhibit 10.4 EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”), is made and entered into as of the 21st day of January, 2014, (the “Effective Date”) between Crestwood Operations LLC, a Delaware limited liability company (“Employer”), and Steven Dougherty (“Employee”). W I T N E S S E T H: WHEREAS, Employer desires to employ Employee,

CRESTWOOD MIDSTREAM PARTNERS LP COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (in millions, except for ratio) For the Years Ended December 31, 2015 2014 2013 2012 2011 Earnings: Pre-tax (loss) income from continuing operations before adjustment f

Exhibit 12.2 CRESTWOOD MIDSTREAM PARTNERS LP COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (in millions, except for ratio) For the Years Ended December 31, 2015 2014 2013 2012 2011 Earnings: Pre-tax (loss) income from continuing operations before adjustment for non-controlling interest and equity earnings (including amortization of excess cost of equity investment) per statements of income $ (

List of Subsidiaries of CRESTWOOD EQUITY PARTNERS LP AS OF December 31, 2015

Exhibit 21.1 List of Subsidiaries of CRESTWOOD EQUITY PARTNERS LP AS OF December 31, 2015 Name Jurisdiction Arlington Storage Company, LLC Delaware Arrow Field Services, LLC Delaware Arrow Midstream Holdings, LLC Delaware Arrow Pipeline, LLC Delaware Arrow Water, LLC Delaware CEQP Finance Corp. Delaware CMLP Tres Manager LLC Delaware CMLP Tres Operator LLC Delaware Cowtown Gas Processing Partners

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

EX-10.5 3 exhibit105halpinamendedand.htm EXHIBIT 10.5 Exhibit 10.5 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (“Agreement”), is made and entered into as of the 20th day of January, 2015, with an effective date of April 1, 2015 (the “Effective Date”) between Crestwood Operations LLC, a Delaware limited liability company (“Employer”), and Robert Halpin (

CRESTWOOD OPERATIONS LLC CONSOLIDATED BALANCE SHEET September 30, 2015 (in millions)

EX-99.2 3 a15-248801ex99d2.htm EX-99.2 Exhibit 99.2 CRESTWOOD OPERATIONS LLC CONSOLIDATED BALANCE SHEET September 30, 2015 (in millions) (unaudited) Assets Current assets: Cash $ 0.2 Accounts receivable, less allowance for doubtful accounts of $0.1 million 83.9 Accounts receivable - related party 0.2 Inventory 39.5 Assets from price risk management activities 34.4 Prepaid expenses and other curren

CRESTWOOD MIDSTREAM PARTNERS LP UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

EX-99.3 4 a15-248801ex99d3.htm EX-99.3 Exhibit 99.3 CRESTWOOD MIDSTREAM PARTNERS LP UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION The following unaudited pro forma condensed consolidated financial statements and accompanying financial information of Crestwood Midstream Partners LP (Crestwood Midstream) for the year ended December 31, 2014 were derived from (i) the audited consol

CMLP 8-K/A (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 1 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 11, 2015 (September 30, 2015) CRESTWOOD MIDSTREAM PARTNERS LP (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction o

Report of Independent Auditors

Exhibit 99.1 Report of Independent Auditors The Management Committee Crestwood Operations LLC We have audited the accompanying consolidated financial statements of Crestwood Operations LLC, which comprise the consolidated balance sheet as of December 31, 2014, and the related consolidated statement of operations, statement of changes in member’s equity and cash flows for the year ended December 31

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2015 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . COMMISSION FILE NUMBER: 001-35

CRESTWOOD MIDSTREAM PARTNERS LP COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (in millions, except for ratio)

Exhibit 12.1 CRESTWOOD MIDSTREAM PARTNERS LP COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (in millions, except for ratio) Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Earnings: Pre-tax income (loss) from continuing operations before adjustment for non-controlling interest and equity earnings (including amortization of excess cost of equity investment) p

CMLP / Crestwood Midstream Partners Lp / Crestwood Gas Services Holdings LLC - SCHEDULE 13D/A Activist Investment

SC 13D/A 1 d48593dsc13da.htm SCHEDULE 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Amendment No. 2 to Crestwood Midstream Partners LP (Name of Issuer) Common Units Representing Limited Partner Interests (Title of Class of Securities) 226378107 (CUSIP Number) Joel Lambert 700 Louisiana Street, Suite 2550 Houston, TX 77002 (83

Second Amended and Restated Agreement of Limited Partnership of Crestwood Midstream Partners LP, dated as of September 30, 2015 (incorporated by reference to Exhibit 3.1 to Crestwood Midstream Partners LP's Form 8-K filed on October 1, 2015)

Exhibit 3.1 SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CRESTWOOD MIDSTREAM PARTNERS LP THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (this ?Agreement?) of Crestwood Midstream Partners LP (the ?Partnership?), dated as of September 30, 2015 and effective immediately following the Effective Time (as defined in the Merger Agreement (as defined herein)) (the ?Re

CMLP S-8 POS

As filed with the Securities and Exchange Commission on September 30, 2015 Registration No.

CMLP POS AM

As filed with the Securities and Exchange Commission on September 30, 2015 Registration No.

Amended and Restated Credit Agreement, dated as of September 30, 2015, by and among Crestwood Midstream Partners LP, as borrower, the lenders party thereto, and Wells Fargo Bank, National Association, as Administrative Agent and Collateral Agent (incorporated by reference to Exhibit 10.1 to Crestwood Midstream Partners LP’s Form 8-K filed on October 1, 2015)

EX-10.1 3 a15-203801ex10d1.htm EX-10.1 Exhibit 10.1 Execution Version $1,500,000,000 AMENDED AND RESTATED CREDIT AGREEMENT Dated as of September 30, 2015 among CRESTWOOD MIDSTREAM PARTNERS LP, as Borrower, THE LENDERS PARTY HERETO, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and Collateral Agent, CITIBANK, N.A., BANK OF AMERICA, N.A. and JPMORGAN CHASE BANK, N.A. as Co-Syndicat

CMLP POS AM

POS AM 1 a15-203492posam.htm POS AM As filed with the Securities and Exchange Commission on September 30, 2015 Registration No. 333-197327 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CRESTWOOD MIDSTREAM PARTNERS LP (Exact name of registrant as specified in its charter) Del

Regulation FD Disclosure, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets, Submission of Matters to a Vote of Security Holders

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 Date of Report (Date of earliest event reported): September 30, 2015 CRESTWOOD MIDSTREAM PARTNERS LP (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-35377 (Commission

CMLP POSASR

As filed with the Securities and Exchange Commission on September 30, 2105 Registration No.

CMLP FORM 8-K (Current Report/Significant Event)

Form 8-K 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 Date of Report (Date of earliest event reported): September 22, 2015 CRESTWOOD MIDSTREAM PARTNERS LP (Exact name of registrant as specified in its charter) Delaware 001-35377 20-1647837 (State or other jurisdiction of incorp

CMLP 425 (Prospectus)

425 1 d22631d425.htm 425 Filing pursuant to Rule 425 under the Securities Act of 1933, as amended Deemed filed under Rule 14a-12 under the Securities Exchange Act of 1934, as amended Filer: Crestwood Midstream Partners LP Subject Company: Crestwood Midstream Partners LP Commission File No.: 001-35377 700 Louisiana Street Suite 2550 Houston, TX 77002 P: (832) 519.2200 F: (832) 519.2250 www.Crestwoo

CMLP DEFM14A

Use these links to rapidly review the document TABLE OF CONTENTS TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Crestwood Equity Partners ESP

CORRESP 1 filename1.htm Crestwood Equity Partners LP Crestwood Midstream Partners LP 700 Louisiana Street, Suite 2550 Houston, Texas 77002 August 26, 2015 Jennifer Thompson Accounting Branch Chief United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3561 Re: Crestwood Equity Partners LP Form 10-K for the Fiscal Year Ended Decemb

Crestwood Equity Partners ESP

CORRESP 1 filename1.htm Crestwood Equity Partners LP Crestwood Midstream Partners LP 700 Louisiana Street, Suite 2550 Houston, Texas 77002 August 24, 2015 Jennifer Thompson Accounting Branch Chief United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3561 Re: Crestwood Equity Partners LP Form 10-K for the Fiscal Year Ended Decemb

CMLP 425 (Prospectus)

425 Filing pursuant to Rule 425 under the Securities Act of 1933, as amended Deemed filed under Rule 14a-12 under the Securities Exchange Act of 1934, as amended Filer: Crestwood Midstream Partners LP Subject Company: Crestwood Midstream Partners LP Commission File No.

Crestwood Equity Partners ESP

CORRESP 1 filename1.htm Crestwood Equity Partners LP Crestwood Midstream Partners LP 700 Louisiana Street, Suite 2550 Houston, Texas 77002 August 14, 2015 Jennifer Thompson Accounting Branch Chief United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3561 Re: Crestwood Equity Partners LP Form 10-K for the Fiscal Year Ended Decemb

CMLP 425 (Prospectus)

425 1 d14751d425.htm 425 Filing pursuant to Rule 425 under the Securities Act of 1933, as amended Deemed filed under Rule 14a-12 under the Securities Exchange Act of 1934, as amended Filer: Crestwood Midstream Partners LP Subject Company: Crestwood Midstream Partners LP Commission File No.: 001-35377 THOMSON REUTERS STREETEVENTS | www.streetevents.com | Contact Us ©2015 Thomson Reuters. All rights

CMLP 425 (Prospectus)

425 1 d87191d425.htm 425 Filing pursuant to Rule 425 under the Securities Act of 1933, as amended Deemed filed under Rule 14a-12 under the Securities Exchange Act of 1934, as amended Filer: Crestwood Midstream Partners LP Subject Company: Crestwood Midstream Partners LP Commission File No.: 001-35377 News Release CRESTWOOD MIDSTREAM PARTNERS LP 700 Louisiana Street, Suite 2550 Houston, TX 77002 ww

Crestwood Midstream Announces Second Quarter 2015 Financial and Operating Results Cost Reduction Efforts Drive Record Adjusted EBITDA; Merger with Crestwood Equity On-Track

EX-99.1 2 d87191dex991.htm EX-99.1 Exhibit 99.1 News Release CRESTWOOD MIDSTREAM PARTNERS LP 700 Louisiana Street, Suite 2550 Houston, TX 77002 www.crestwoodlp.com Crestwood Midstream Announces Second Quarter 2015 Financial and Operating Results Cost Reduction Efforts Drive Record Adjusted EBITDA; Merger with Crestwood Equity On-Track HOUSTON, TEXAS, August 5, 2015 – Crestwood Midstream Partners L

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 d87191d8k.htm 8-K 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 August 5, 2015 Date of Report (Date of earliest event reported) CRESTWOOD MIDSTREAM PARTNERS LP (Exact name of registrant as specified in its charter) Delaware 001-35377 20-1647837 (State or other jurisdiction

CMLP 425 (Prospectus)

Filing pursuant to Rule 425 under the Securities Act of 1933, as amended Deemed filed under Rule 14a-12 under the Securities Exchange Act of 1934, as amended Filer: Crestwood Midstream Partners LP Subject Company: Crestwood Midstream Partners LP Commission File No.

Crestwood Equity Partners 425 (Prospectus)

425 1 a15-122026425.htm 425 Filing pursuant to Rule 425 under the Securities Act of 1933, as amended Deemed filed under Rule 14a-12 under the Securities Exchange Act of 1934, as amended Filer: Crestwood Equity Partners LP Subject Company: Crestwood Midstream Partners LP Commission File No.: 001-35377 This filing relates to a proposed business combination (the “Merger”) involving Crestwood Equity P

CMLP 425 (Prospectus)

Filing pursuant to Rule 425 under the Securities Act of 1933, as amended Deemed filed under Rule 14a-12 under the Securities Exchange Act of 1934, as amended Filer: Crestwood Midstream Partners LP Subject Company: Crestwood Midstream Partners LP Commission File No.

CMLP 425 (Prospectus)

Filing pursuant to Rule 425 under the Securities Act of 1933, as amended Deemed filed under Rule 14a-12 under the Securities Exchange Act of 1934, as amended Filer: Crestwood Midstream Partners LP Subject Company: Crestwood Midstream Partners LP Commission File No.

Crestwood Equity Partners 425 (Prospectus)

Filing pursuant to Rule 425 under the Securities Act of 1933, as amended Deemed filed under Rule 14a-12 under the Securities Exchange Act of 1934, as amended Filer: Crestwood Equity Partners LP Subject Company: Crestwood Midstream Partners LP Commission File No.

Crestwood Equity Partners 425 (Prospectus)

Filing pursuant to Rule 425 under the Securities Act of 1933, as amended Deemed filed under Rule 14a-12 under the Securities Exchange Act of 1934, as amended Filer: Crestwood Equity Partners LP Subject Company: Crestwood Midstream Partners LP Commission File No.