Item 1.01 Entry into a Material Definitive Agreement
Indenture
On January 19, 2023, Crestwood Midstream Partners LP (the "Partnership"), a
wholly owned subsidiary of Crestwood Equity Partners, LP, and Crestwood
Midstream Finance Corp. (together with the Partnership, the "Issuers") issued
$600.0 million aggregate principal amount of a new series of the Issuers' 7.375%
Senior Notes due 2031 (the "Notes") in a private placement conducted pursuant to
Rule 144A and Regulation S under the Securities Act of 1933, as amended. The
Notes were issued at par for net proceeds of approximately $591.0 million, after
deducting the initial purchasers' discount and estimated offering expenses. The
Partnership intends to use the net proceeds from the offering of the Notes to
repay a portion of borrowings under its revolving credit facility (the
"Revolving Credit Facility"). The Partnership also intends to repay and
terminate Crestwood Permian Basin Holdings LLC's ("CPJV") credit facility with
borrowings under the Revolving Credit Facility within 30 days after the closing
of the offering of the Notes, at which time the Partnership intends to designate
CPJV and certain of its wholly owned subsidiaries as restricted subsidiaries and
guarantors of the Partnership's existing notes and the Notes.
The Notes are governed by an Indenture, dated as of January 19, 2023, among the
Issuers, the guarantors party thereto and U.S. Bank Trust Company, National
Association, as trustee (the "Indenture"). The Notes will mature on February 1,
2031. Interest on the Notes will be payable in cash on February 1 and August 1
of each year, beginning on August 1, 2023. Interest on the Notes will accrue
from January 19, 2023. The Notes are guaranteed on a senior unsecured basis by
all of the Partnership's subsidiaries that guarantee its existing notes and the
indebtedness under the Partnership's Revolving Credit Facility. The description
of the Indenture above does not purport to be complete and is qualified in its
entirety by reference to the complete text of the Indenture, a copy of which is
filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated
herein by reference.
Item 2.03 Creation of a Direct Financial Obligation
The information set forth in Item 1.01 of this report is incorporated by
reference into this Item 2.03.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
Exhibit
Number Description
4.1 Indenture, dated as of January 19, 2023, among Crestwood Midstream
Partners LP, Crestwood Midstream Finance Corp., the guarantors named
therein and U.S. Bank Trust Company, National Association, as trustee
4.2 Form of 7.375% Senior Note due 2031 (included in Exhibit 4.1)
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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