0001209191-15-043001.txt : 20150514 0001209191-15-043001.hdr.sgml : 20150514 20150514201059 ACCESSION NUMBER: 0001209191-15-043001 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150505 FILED AS OF DATE: 20150514 DATE AS OF CHANGE: 20150514 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Crestwood Midstream Partners LP CENTRAL INDEX KEY: 0001304464 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION [4922] IRS NUMBER: 431918951 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 700 LOUISIANA ST. STREET 2: SUITE 2060 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 832-519-2200 MAIL ADDRESS: STREET 1: 700 LOUISIANA ST. STREET 2: SUITE 2060 CITY: HOUSTON STATE: TX ZIP: 77002 FORMER COMPANY: FORMER CONFORMED NAME: Crestwood Equity Partners LP DATE OF NAME CHANGE: 20131008 FORMER COMPANY: FORMER CONFORMED NAME: CRESTWOOD MIDSTREAM PARTNERS LP DATE OF NAME CHANGE: 20131007 FORMER COMPANY: FORMER CONFORMED NAME: INERGY MIDSTREAM, L.P. DATE OF NAME CHANGE: 20111116 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Crestwood Equity Partners LP CENTRAL INDEX KEY: 0001136352 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-NONSTORE RETAILERS [5960] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35377 FILM NUMBER: 15865012 BUSINESS ADDRESS: STREET 1: 700 LOUISIANA ST. STREET 2: SUITE 2060 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 832-519-2200 MAIL ADDRESS: STREET 1: 700 LOUISIANA ST. STREET 2: SUITE 2060 CITY: HOUSTON STATE: TX ZIP: 77002 FORMER NAME: FORMER CONFORMED NAME: INERGY L P DATE OF NAME CHANGE: 20010307 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Crestwood Gas Services GP LLC CENTRAL INDEX KEY: 0001406901 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35377 FILM NUMBER: 15865013 BUSINESS ADDRESS: STREET 1: 801 CHERRY STREET STREET 2: SUITE 3400, UNIT 20 CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 8173395407 MAIL ADDRESS: STREET 1: 801 CHERRY STREET STREET 2: SUITE 3400, UNIT 20 CITY: FORT WORTH STATE: TX ZIP: 76102 FORMER NAME: FORMER CONFORMED NAME: Quicksilver Gas Services GP LLC DATE OF NAME CHANGE: 20070716 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CRESTWOOD HOLDINGS LP CENTRAL INDEX KEY: 0001228068 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-NONSTORE RETAILERS [5960] STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35377 FILM NUMBER: 15865014 BUSINESS ADDRESS: STREET 1: 700 LOUISIANA STREET STREET 2: SUITE 2550 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 832-519-2200 MAIL ADDRESS: STREET 1: 700 LOUISIANA STREET STREET 2: SUITE 2550 CITY: HOUSTON STATE: TX ZIP: 77002 FORMER NAME: FORMER CONFORMED NAME: INERGY HOLDINGS, L.P. DATE OF NAME CHANGE: 20050429 FORMER NAME: FORMER CONFORMED NAME: INERGY HOLDINGS LLC DATE OF NAME CHANGE: 20030418 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Crestwood Equity GP LLC CENTRAL INDEX KEY: 0001535515 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35377 FILM NUMBER: 15865015 BUSINESS ADDRESS: STREET 1: 700 LOUISIANA STREET STREET 2: SUITE 2550 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 832-519-2200 MAIL ADDRESS: STREET 1: 700 LOUISIANA STREET STREET 2: SUITE 2550 CITY: HOUSTON STATE: TX ZIP: 77002 FORMER NAME: FORMER CONFORMED NAME: Crestwood Equity GP, LLC DATE OF NAME CHANGE: 20140114 FORMER NAME: FORMER CONFORMED NAME: Inergy GP, LLC DATE OF NAME CHANGE: 20111123 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2015-05-05 0 0001304464 Crestwood Midstream Partners LP CMLP 0001136352 Crestwood Equity Partners LP 700 LOUISIANA STREET, SUITE 2550 HOUSTON TX 77002 0 0 1 0 0001535515 Crestwood Equity GP LLC 700 LOUISIANA STREET, SUITE 2550 HOUSTON TX 77002 0 0 1 0 0001228068 CRESTWOOD HOLDINGS LP 700 LOUISIANA STREET, SUITE 2550 HOUSTON TX 77002 0 0 1 0 0001406901 Crestwood Gas Services GP LLC 700 LOUISIANA STREET, SUITE 2550 HOUSTON TX 77002 0 0 1 0 Common Units 21597 I See Footnotes Common Units 7137841 I See Footnotes As a result of entering into (a) the Support Agreement, dated as of May 5, 2015, by and among Crestwood Midstream Partners LP (the "Issuer"), Crestwood Equity Partners LP ("CEQP"), Crestwood Gas Services Holdings LLC and Crestwood Holdings LLC and (b) the Support Agreement, dated as of May 5, 2015, by and among the Issuer, CEQP and Crestwood Gas Services, GP, LLC, the CEQP Entities (as defined below) and the Midstream Entities (as defined below) may be deemed to be members of a group with the FR Persons (as defined below) that may be deemed to beneficially in excess of 10% of the number of outstanding Common Units of the Issuer. As a result, the Reporting Persons are filing this Form 3. Reflects securities held directly by Crestwood Gas Services GP, LLC. Reflects securities held directly by CEQP. Crestwood Gas Services GP, LLC is wholly-owned by Crestwood Midstream GP, LLC. CEQP owns all of the limited partnership interests of Crestwood Midstream Holdings LP and is the sole member of MGP GP, LLC, which is the general partner of Crestwood Midstream Holdings LP, which is the sole member of Crestwood Midstream GP LLC. Collectively, Crestwood Gas Services GP, LLC, Crestwood Midstream GP, LLC, Crestwood Midstream Holdings LP and MGP GP, LLC shall be referred to as the "Midstream Entities". The general partner of CEQP is Crestwood Equity GP LLC. The sole member of Crestwood Equity GP LLC is Crestwood Holdings LP. Crestwood Gas Services Holdings LLC and Crestwood Holdings LLC together own all of the limited and general partnership interests of Crestwood Holdings LP. Crestwood Holdings II LLC is the sole member of Crestwood Holdings LLC. Crestwood Holdings Partners LLC is the sole member of Crestwood Holdings II LLC. Crestwood Holdings LLC has the ability to appoint the members of the board of directors of both Crestwood Equity GP LLC and Crestwood Midstream GP LLC. Collectively, CEQP, Crestwood Equity GP LLC and Crestwood Holdings LP shall be referred to as the "CEQP Entities". FR XI CMP Holdings LLC is the controlling member of Crestwood Holdings Partners LLC. FR Midstream Holdings LLC is the sole member of FR XI CMP Holdings LLC. First Reserve GP XI, L.P. is the managing member of FR Midstream Holdings LLC. First Reserve GP XI, Inc. is the general partner of First Reserve GP XI, L.P. William Macaulay is a director and has the right to appoint a majority of the board of directors First Reserve GP XI, L.P. Collectively, FR XI CMP Holdings LLC, FR Midstream Holdings LLC, First Reserve GP XI, L.P., First Reserve GP XI, Inc. and Mr. Macaulay shall be referred to as the "FR Persons". The Reporting Persons disclaim beneficial ownership of the securities reported on this Form 3 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. The filing of this Form 3 shall not be deemed an admission that the CEQP Entities and the Midstream Entities are members of a group with the FR Persons. CRESTWOOD EQUITY PARTNERS LP, By: /s/ Joel C. Lambert, Name: Joel C. Lambert, Title: Senior Vice President 2015-05-14 CRESTWOOD EQUITY GP LLC, By: /s/ Joel C. Lambert, Name: Joel C. Lambert, Title: Senior Vice President 2015-05-14 CRESTWOOD HOLDINGS LP, By: /s/ Joel C. Lambert, Name: Joel C. Lambert, Title: Senior Vice President 2015-05-14 CRESTWOOD GAS SERVICES GP, LLC, By: /s/ Joel C. Lambert, Name: Joel C. Lambert, Title: Senior Vice President 2015-05-14