0000899243-23-020245.txt : 20231107
0000899243-23-020245.hdr.sgml : 20231107
20231107214121
ACCESSION NUMBER: 0000899243-23-020245
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20231103
FILED AS OF DATE: 20231107
DATE AS OF CHANGE: 20231107
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Black John William III
CENTRAL INDEX KEY: 0001943113
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34664
FILM NUMBER: 231385729
MAIL ADDRESS:
STREET 1: 811 MAIN STREET
STREET 2: SUITE 3400
CITY: HOUSTON
STATE: TX
ZIP: 77002
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
X0508
4
2023-11-03
1
0001136352
Crestwood Equity Partners LP
CEQP
0001943113
Black John William III
811 MAIN STREET SUITE 3400
HOUSTON
TX
77002
0
1
0
0
EVP, Chief Financial Officer
0
Common Units
2023-11-03
4
A
0
4455
A
90434
D
Common Units
2023-11-03
4
D
0
90434
D
0
D
On November 3, 2023 (the "Closing Date"), pursuant to the Agreement and Plan of Merger, dated as of August 16, 2023 (the "Merger Agreement"), by and among the Issuer, Energy Transfer LP ("Energy Transfer"), Pachyderm Merger Sub LLC, a direct wholly owned subsidiary of Energy Transfer ("Merger Sub"), and, solely for the purposes set forth therein, LE GP, LLC, the Issuer merged with and into Merger Sub, with Merger Sub surviving as a direct wholly owned subsidiary of Energy Transfer (the "Merger").
Pursuant to the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each outstanding performance unit of the Issuer, which do not constitute derivative securities at the time of grant, granted prior to January 1, 2023, or that was otherwise vested at the Effective Time (each, a "Pre-2023 Issuer Performance Unit") was cancelled in exchange for the payment of (i) the common unit merger consideration (as defined below) with respect to the number of common units of the Issuer (each, an "Issuer common unit") issuable pursuant to such Pre-2023 Issuer Performance Unit based upon a performance multiplier of 100% and (ii) an amount in cash equal to any accrued but unpaid cash distribution equivalents with respect to such Pre-2023 Issuer Performance Unit.
(Continued from footnote 2) The average closing price of a common unit representing limited partnership interests in Energy Transfer (each, an "Energy Transfer common unit") for the ten (10) trading days immediately preceding the Closing Date was $13.45.
Pursuant to the Merger Agreement, immediately prior to the Effective Time, each outstanding restricted unit of the Issuer granted prior to January 1, 2023 (each, a "Pre-2023 Issuer Restricted Unit") vested in full and converted into the right to receive the common unit merger consideration. The average closing price of an Energy Transfer common unit for the ten (10) trading days immediately preceding the Closing Date was $13.45.
Pursuant to the Merger Agreement, immediately prior to the Effective Time, each outstanding restricted unit of the Issuer other than the Pre-2023 Issuer Restricted Units (each, a "2023 Issuer Restricted Unit") converted into the right to receive the common unit merger consideration, subject to the same restrictions and other terms and conditions (including as to vesting and forfeiture and any so-called "double-trigger" protection) that were applicable to such 2023 Issuer Restricted Unit immediately prior to such conversion. The average closing price of an Energy Transfer common unit for the ten (10) trading days immediately preceding the Closing Date was $13.45.
Pursuant to the Merger Agreement, each eligible Issuer common unit issued and outstanding immediately prior to the Effective Time was converted into the right to receive 2.07 Energy Transfer common units (the "common unit merger consideration"). The average closing price of an Energy Transfer common unit for the ten (10) trading days immediately preceding the Closing Date was $13.45.
/s/ Judy Riddle, attorney-in-fact for John William Black III
2023-11-07