Item 2.02 Results of Operations and Financial Condition.
On
The full text of the press release and the investor presentation are included as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K and are incorporated into this Item 2.02 by reference.
In accordance with General Instruction B.2 of Form 8-K, the information furnished pursuant to Item 2.02 and the press release and the investor presentation attached hereto as Exhibits 99.1 and 99.2, respectively, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 7.01 Regulation FD Disclosure.
On
The full text of the press release and the investor presentation are included as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K and are incorporated into this Item 7.01 by reference.
In accordance with General Instruction B.2 of Form 8-K, the information furnished pursuant to Item 7.01 and the press release and the investor presentation attached hereto as Exhibits 99.1 and 99.2, respectively, shall not be deemed to be "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical facts, included in this Current Report on Form 8-K that address activities, events or developments that the Company expects, believes or anticipates will or may occur in the future are forward-looking statements. Without limiting the generality of the foregoing, forward-looking statements contained in this Current Report on Form 8-K specifically include the expectations of plans, strategies, objectives and
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anticipated financial and operating results of the Company, including the
Company's drilling program, production, derivative instruments, capital
expenditure levels and other guidance included in this Current Report on Form
8-K, as well as the impact of the novel coronavirus 2019 ("COVID-19") pandemic
on the Company's operations. These statements are based on certain assumptions
made by the Company based on management's experience and perception of
historical trends, current conditions, anticipated future developments and other
factors believed to be appropriate. Such statements are subject to a number of
assumptions, risks and uncertainties, many of which are beyond the control of
the Company, which may cause actual results to differ materially from those
implied or expressed by the forward-looking statements. These include, but are
not limited to, risks that the proposed transaction may not be consummated or
the benefits contemplated therefrom may not be realized, the ability to obtain
requisite regulatory and unitholder approval and the satisfaction of the other
conditions to the consummation of the proposed transaction, the ability of
Crestwood to successfully integrate OMP's operations and employees and realize
anticipated synergies and cost savings, the potential impact of the announcement
or consummation of the proposed transaction on relationships, including with
employees, suppliers, customers, competitors and credit rating agencies, changes
in crude oil and natural gas prices, developments in the global economy,
particularly the public health crisis related to the COVID-19 pandemic and the
adverse impact thereof on demand for crude oil and natural gas, the outcome of
government policies and actions, including actions taken to address the COVID-19
pandemic and to maintain the functioning of national and global economies and
markets, the impact of Company actions to protect the health and safety of
employees, vendors, customers, and communities, weather and environmental
conditions, the timing of planned capital expenditures, availability of
acquisitions, the ability to realize the anticipated benefits from the
No Offer or Solicitation
This communication relates to the proposed transaction between OMP and Crestwood. This communication is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, in any jurisdiction, pursuant to the proposed transaction or otherwise, nor shall there be any sale, issuance, exchange or transfer of the securities referred to in this document in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Additional Information and Where You Can Find It
In connection with the proposed transaction, Crestwood will file a registration
statement on Form S-4, including a preliminary consent statement/prospectus for
the unitholders of OMP with the
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OMP with the
Participants in the Solicitation
Crestwood, OMP and their respective directors, executive officers and general
partners, and the Company and its directors and executive officers, may be
deemed to be participants in the solicitation of consents from the unitholders
of OMP in respect of the transactions. Information about these persons is set
forth in Crestwood's Annual Report on Form 10-K for the year ended
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Exhibit Description 99.1 Press Release, datedOctober 26, 2021 . 99.2 Investor Presentation, datedOctober 26, 2021 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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