0000899243-21-014325.txt : 20210401 0000899243-21-014325.hdr.sgml : 20210401 20210401150801 ACCESSION NUMBER: 0000899243-21-014325 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210330 FILED AS OF DATE: 20210401 DATE AS OF CHANGE: 20210401 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FR Midstream Holdings LLC CENTRAL INDEX KEY: 0001501490 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34664 FILM NUMBER: 21797674 BUSINESS ADDRESS: STREET 1: ONE LAFAYETTE PLACE STREET 2: THIRD FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203-661-6601 MAIL ADDRESS: STREET 1: ONE LAFAYETTE PLACE STREET 2: THIRD FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 FORMER NAME: FORMER CONFORMED NAME: FR KA Holdings LLC DATE OF NAME CHANGE: 20100916 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: First Reserve GP XI, Inc. CENTRAL INDEX KEY: 0001477477 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34664 FILM NUMBER: 21797676 BUSINESS ADDRESS: STREET 1: 290 HARBOR DRIVE STREET 2: FIFTH FLOOR CITY: STAMFORD STATE: CT ZIP: 06902 BUSINESS PHONE: 203-661-6601 MAIL ADDRESS: STREET 1: 290 HARBOR DRIVE STREET 2: FIFTH FLOOR CITY: STAMFORD STATE: CT ZIP: 06902 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: First Reserve GP XI, L.P. CENTRAL INDEX KEY: 0001477478 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34664 FILM NUMBER: 21797675 BUSINESS ADDRESS: STREET 1: 290 HARBOR DRIVE STREET 2: FIFTH FLOOR CITY: STAMFORD STATE: CT ZIP: 06902 BUSINESS PHONE: 203-661-6601 MAIL ADDRESS: STREET 1: 290 HARBOR DRIVE STREET 2: FIFTH FLOOR CITY: STAMFORD STATE: CT ZIP: 06902 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FR XI CMP Holdings LLC CENTRAL INDEX KEY: 0001501964 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34664 FILM NUMBER: 21797673 BUSINESS ADDRESS: STREET 1: ONE LAFAYETTE PLACE CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203-661-6601 MAIL ADDRESS: STREET 1: ONE LAFAYETTE PLACE CITY: GREENWICH STATE: CT ZIP: 06830 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Crestwood Holdings Partners, LLC CENTRAL INDEX KEY: 0001501961 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34664 FILM NUMBER: 21797672 BUSINESS ADDRESS: STREET 1: 717 TEXAS AVENUE STREET 2: SUITE 3150 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 832-519-2200 MAIL ADDRESS: STREET 1: 717 TEXAS AVENUE STREET 2: SUITE 3150 CITY: HOUSTON STATE: TX ZIP: 77002 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Crestwood Holdings LLC CENTRAL INDEX KEY: 0001501962 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34664 FILM NUMBER: 21797670 BUSINESS ADDRESS: STREET 1: 717 TEXAS AVENUE STREET 2: SUITE 3150 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 832-519-2200 MAIL ADDRESS: STREET 1: 717 TEXAS AVENUE STREET 2: SUITE 3150 CITY: HOUSTON STATE: TX ZIP: 77002 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FR Crestwood Management Co-Investment LLC CENTRAL INDEX KEY: 0001501963 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34664 FILM NUMBER: 21797671 BUSINESS ADDRESS: STREET 1: 811 MAIN STREET STREET 2: SUITE 3400 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 832-519-2200 MAIL ADDRESS: STREET 1: 811 MAIN STREET STREET 2: SUITE 3400 CITY: HOUSTON STATE: TX ZIP: 77002 FORMER NAME: FORMER CONFORMED NAME: Crestwood Holdings II LLC DATE OF NAME CHANGE: 20100923 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Crestwood Equity Partners LP CENTRAL INDEX KEY: 0001136352 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION & DISTRIBUTION [4923] IRS NUMBER: 431918951 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 811 MAIN STREET STREET 2: SUITE 3400 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 832-519-2200 MAIL ADDRESS: STREET 1: 811 MAIN STREET STREET 2: SUITE 3400 CITY: HOUSTON STATE: TX ZIP: 77002 FORMER COMPANY: FORMER CONFORMED NAME: INERGY L P DATE OF NAME CHANGE: 20010307 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2021-03-30 1 0001136352 Crestwood Equity Partners LP CEQP 0001477477 First Reserve GP XI, Inc. 290 HARBOR DRIVE, FIFTH FLOOR STAMFORD CT 06902 1 0 1 0 0001477478 First Reserve GP XI, L.P. 290 HARBOR DRIVE, FIFTH FLOOR STAMFORD CT 06902 1 0 1 0 0001501490 FR Midstream Holdings LLC 290 HARBOR DRIVE, FIFTH FLOOR STAMFORD CT 06902 1 0 1 0 0001501964 FR XI CMP Holdings LLC 290 HARBOR DRIVE, FIFTH FLOOR STAMFORD CT 06902 1 0 1 0 0001501961 Crestwood Holdings Partners, LLC 811 MAIN STREET, SUITE 3400 HOUSTON TX 77002 1 0 1 0 0001501963 FR Crestwood Management Co-Investment LLC 811 MAIN STREET, SUITE 3400 HOUSTON TX 77002 1 0 1 0 0001501962 Crestwood Holdings LLC 811 MAIN STREET, SUITE 3400 HOUSTON TX 77002 1 0 1 0 Common Units 2021-03-30 4 S 0 6000000 22.00 D 3985462 I See footnotes Common Units 2021-03-30 4 S 0 3985462 D 0 I See footnotes Common Units 2021-03-30 4 S 0 7484449 D 0 I See footnotes Reflects Common Units held directly by Crestwood Gas Services Holdings LLC ("Gas Services Holdings"). Reflects Common Units held directly by Crestwood Holdings LLC ("Crestwood Holdings"). Prior to the closing of the transaction described in Footnote (5) below, Gas Services Holdings' sole member was Crestwood Holdings, whose sole member is FR Crestwood Management Co-Investment LLC, whose controlling member is Crestwood Holdings Partners, LLC, whose controlling member is FR XI CMP Holdings LLC, whose sole member is FR Midstream Holdings LLC, whose manager is First Reserve GP XI, L.P., whose general partner is First Reserve GP XI, Inc. ("FR GP Inc."). Does not include 438,789 Subordinated Units. The Subordinated Units may be converted into Common Units on a one-for-one basis upon the termination of the subordination period as set forth in the Issuer Partnership Agreement. In a transaction that closed on March 30, 2021, (i) all of the outstanding limited liability company interests of Crestwood Marcellus Holdings LLC, a wholly owned subsidiary of Crestwood Holdings, (ii) all of the outstanding limited liability company interests of Gas Services Holdings, which owns (x) 1% of the outstanding limited partner interests in Crestwood Holdings LP ("CHLP"), (y) 3,985,462 Common Units of the Issuer after the sale reported above, and (z) 438,789 Subordinated Units of the Issuer, and (iii) 7,484,449 Common Units directly held by Crestwood Holdings, were sold by Crestwood Holdings to the Issuer, and (b) on or before the 180th day after March 30, 2021, 99% of the outstanding limited partner interests and all of the outstanding general partner interests of CHLP, which owns all of the outstanding limited liability company interests in the Issuer's general partner, will be transferred from Crestwood Holdings to the Issuer. The purchase price for the transaction described in Footnote (5) above is an amount equal to $268,000,000. After the closing of the transaction described in Footnote (5) above, Gas Services Holdings directly holds 3,985,462 Common Units and 438,789 Subordinated Units of the Issuer. However, the Reporting Persons no longer have any pecuniary interest in the securities held by Gas Services Holdings. The Reporting Persons disclaim beneficial ownership of the securities reported on this Form 4 except to the extent of their pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of these securities for purposes of Section 16 of the Securities Exchange Act of 1934 or for any other purpose. FIRST RESERVE GP XI, INC., By: /s/ Gary D. Reaves, Name: Gary D. Reaves, Title: Managing Director 2021-04-01 FIRST RESERVE GP XI, L.P., By: First Reserve GP XI, Inc., its general partner, By: /s/ Gary D. Reaves, Name: Gary D. Reaves, Title: Managing Director 2021-04-01 FR MIDSTREAM HOLDINGS LLC, By: First Reserve GP XI, L.P., its managing member, By: First Reserve GP XI, Inc., its general partner, By: /s/ Gary D. Reaves,Name: Gary D. Reaves, Title: Managing Director 2021-04-01 FR XI CMP HOLDINGS LLC, By: First Reserve GP XI, L.P., its managing member, By: First Reserve GP XI, Inc., its general partner, By: /s/ Gary D. Reaves,Name: Gary D. Reaves, Title: Managing Director 2021-04-01 CRESTWOOD HOLDINGS PARTNERS, LLC, By: /s/ Joel C. Lambert, Name: Joel C. Lambert, Title: Executive Vice President, Chief Legal, Safety & Compliance Officer 2021-04-01 FR CRESTWOOD MANAGEMENT CO-INVESTMENT LLC, By: /s/ Joel C. Lambert, Name: Joel C. Lambert, Title: Executive Vice President, Chief Legal, Safety & Compliance Officer 2021-04-01 CRESTWOOD HOLDINGS LLC, By: /s/ Joel C. Lambert, Name: Joel C. Lambert, Title: Executive Vice President, Chief Legal, Safety & Compliance Officer 2021-04-01