sc13dza
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 3 to
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Crestwood Midstream Partners LP
(Name of Issuer)
Common Units Representing Limited Partner Interests
(Title of Class of Securities)
226372100
William G. Manias
Crestwood Holdings Partners, LLC
717 Texas Avenue, Suite 3150
Houston, TX 77002
(832) 519-2200
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
April 1, 2011
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition
that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e),
Rule 13d-1(f) or Rule 13d-1(g), check the following box. o
The information required on the remainder of this cover page shall not be deemed to be filed for
the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to
the liabilities of that section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
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1 |
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NAME OF REPORTING PERSON
Crestwood Gas Services Holdings LLC |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o |
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(b) þ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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OO, BK |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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0 |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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17,215,344 common units* |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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0 |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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17,215,344 common units* |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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17,215,344 common units* |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
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o
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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43.78%^ |
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14 |
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TYPE OF REPORTING PERSON |
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OO |
^ Includes 4,967 Class C units, which represent limited partner interests in the Issuer, owned directly by Crestwood Gas Services GP LLC, the sole general partner of the Issuer. Crestwood Gas Services Holdings LLC owns all of the outstanding equity interests in Crestwood Gas Services GP LLC.
* Based on 32,987,696 of the Issuers common units outstanding as of May 23, 2011
and a total of 6,337,093 common units issuable upon conversion of outstanding Class C units (including Class C units received as payment-in-kind dividends).
The Class C units will automatically convert into common units on a one-for-one basis on April 1, 2013.
3
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1 |
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NAME OF REPORTING PERSON
Crestwood Holdings LLC |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o |
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(b) þ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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OO, BK |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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0 |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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19,549,056 common units* |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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0 |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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19,549,056 common units* |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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19,549,056 common units* |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
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o
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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49.71%^ |
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14 |
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TYPE OF REPORTING PERSON |
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OO |
* Includes 4,967 Class C units, which represent limited partner interests in the Issuer, owned directly by Crestwood Gas Services GP LLC, the sole general partner of the Issuer. Crestwood Holdings LLC is the sole member of Crestwood Gas Services Holdings LLC, which owns all of the outstanding equity interests in Crestwood Gas Services GP LLC.
^ Based on 32,987,696 of the Issuers common units outstanding as of May 23, 2011 and a total of 6,337,093 common units issuable upon conversion of outstanding Class C units (including Class C units received as payment-in-kind dividends). The Class C units, which represent limited partner interests in the Issuer, will automatically convert into common units on a one-for-one basis on April 1, 2013.
4
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1 |
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NAME OF REPORTING PERSON
Crestwood Holdings II LLC |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o |
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(b) þ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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OO, BK |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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0 |
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SHARES |
8 |
|
SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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19,549,056 common units* |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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0 |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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|
19,549,056 common units* |
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|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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|
19,549,056 common units* |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
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o
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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49.71%^ |
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14 |
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TYPE OF REPORTING PERSON |
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OO |
* Includes 4,967 Class C units, which represent limited partner interests in the Issuer, owned directly by Crestwood Gas Services GP LLC, the sole general partner of the Issuer. Crestwood Holdings II LLC is the sole member of Crestwood Holdings LLC, which is the sole member of Crestwood Gas Services Holdings LLC, which owns all of the outstanding equity interests in Crestwood Gas Services GP LLC.
^ Based on 32,987,696 of the Issuers common units outstanding as of May 23, 2011 and a total of 6,337,093 common units issuable upon conversion of outstanding Class C units (including Class C units received as payment-in-kind dividends). The Class C units, which represent limited partner interests in the Issuer, will automatically convert into common units on a one-for-one basis on April 1, 2013.
5
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1 |
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NAME OF REPORTING PERSON
Crestwood Holdings Partners, LLC |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o |
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(b) þ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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OO, BK |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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0 |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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19,549,056 common units* |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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|
PERSON |
|
0 |
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WITH |
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
19,549,056 common units* |
|
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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|
|
19,549,056 common units* |
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|
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
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|
o
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|
13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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49.71%^ |
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|
14 |
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TYPE OF REPORTING PERSON |
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|
OO |
* Includes 4,967 Class C units, which represent limited partner interests in the Issuer, owned directly by Crestwood Gas Services GP LLC, the sole general partner of the Issuer. Crestwood Holdings Partners, LLC is the sole member of Crestwood Holdings II LLC, which is the sole member of Crestwood Holdings LLC, which is the sole member of Crestwood Gas Services Holdings LLC, which owns all of the outstanding equity interests in Crestwood Gas Services GP LLC.
^ Based on 32,987,696 of the Issuers common units outstanding as of May 23, 2011 and a total of 6,337,093 common units issuable upon conversion of outstanding Class C units (including Class C units received as payment-in-kind dividends). The Class C units, which represent limited partner interests in the Issuer, will automatically convert into common units on a one-for-one basis on April 1, 2013.
6
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1 |
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NAME OF REPORTING PERSON
FR XI CMP Holdings LLC |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o |
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(b) þ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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|
OO, BK |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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0 |
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SHARES |
8 |
|
SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
|
19,549,056 common units* |
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EACH |
9 |
|
SOLE DISPOSITIVE POWER |
REPORTING |
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|
PERSON |
|
0 |
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WITH |
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
19,549,056 common units* |
|
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
19,549,056 common units* |
|
|
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
|
|
|
o
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
49.71%^ |
|
|
|
14 |
|
TYPE OF REPORTING PERSON |
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|
OO |
* Includes 4,967 Class C units, which represent limited partner interests in the Issuer, owned directly by Crestwood Gas Services GP LLC, the sole general partner of the Issuer. FR XI CMP Holdings LLC is the controlling member of Crestwood Holdings Partners, LLC, which is the sole member of Crestwood Holdings II LLC, which is the sole member of Crestwood Holdings LLC,
which is the sole member of Crestwood Gas Services Holdings LLC, which owns all of the outstanding equity interests in Crestwood Gas Services GP LLC.
^ Based on 32,987,696 of the Issuers common units outstanding as of May 23, 2011 and a total of 6,337,093 common units issuable upon conversion of outstanding Class C units (including Class C units received as payment-in-kind dividends). The Class C units, which represent limited partner interests in the Issuer, will automatically convert into common units on a one-for-one basis on April 1, 2013.
7
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1 |
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NAME OF REPORTING PERSON
FR Midstream Holdings LLC |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o |
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(b) þ |
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3 |
|
SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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OO, BK |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
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|
o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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0 |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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19,654,683 common units* |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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0 |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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|
19,654,683 common units* |
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|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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|
19,654,683 common units* |
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|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
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|
o
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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49.98%^ |
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14 |
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TYPE OF REPORTING PERSON |
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|
OO |
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* |
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Includes 105,627 Class C units, which represent limited partner interests in the Issuer,
owned directly by KA First Reserve, LLC. FR Midstream Holdings LLC owns a majority of the
membership interests in KA First Reserve, LLC and controls the board of managers of KA First
Reserve, LLC. Includes 4,967 Class C units owned directly by Crestwood Gas Services GP LLC,
the sole general partner of the Issuer. FR Midstream Holdings LLC is the sole member of FR XI
CMP Holdings LLC, which is the controlling member of Crestwood Holdings Partners, LLC, which
is the sole member of Crestwood Holdings II LLC, which is the sole member of Crestwood
Holdings LLC, which is the sole member of Crestwood Gas Services Holdings LLC, which owns all
of the outstanding equity interests in Crestwood Gas Services GP LLC. |
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^ |
|
Based on 32,987,696 of the Issuers common units outstanding as of May 23, 2011 and a total
of 6,337,093 common units issuable upon conversion of outstanding Class C units (including
Class C units received as payment-in-kind dividends). The Class C units will automatically
convert into common units on a one-for-one basis on April 1, 2013. |
8
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1 |
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NAME OF REPORTING PERSON
First Reserve GP XI, L.P. |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o |
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(b) þ |
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3 |
|
SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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|
OO, BK |
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5 |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
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|
o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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0 |
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|
SHARES |
8 |
|
SHARED VOTING POWER |
BENEFICIALLY |
|
|
OWNED BY |
|
19,654,683 common units* |
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|
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|
EACH |
9 |
|
SOLE DISPOSITIVE POWER |
REPORTING |
|
|
PERSON |
|
0 |
|
|
|
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WITH |
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
19,654,683 common units* |
|
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
19,654,683 common units* |
|
|
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
|
|
|
o
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
49.98%^ |
|
|
|
14 |
|
TYPE OF REPORTING PERSON |
|
|
|
PN |
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|
* |
|
Includes 105,627 Class C units, which represent limited partner interests in the Issuer,
owned directly by KA First Reserve, LLC. FR Midstream Holdings LLC owns a majority of the
membership interests in KA First Reserve, LLC and controls the board of managers of KA First
Reserve, LLC. Includes 4,967 Class C units owned directly by Crestwood Gas Services GP LLC,
the sole general partner of the Issuer. First Reserve GP XI, Inc., L.P. is the managing
member of FR Midstream Holdings LLC, which is the sole member of FR XI CMP Holdings LLC, which
is the controlling member of Crestwood Holdings Partners, LLC, which is the sole member of
Crestwood Holdings II LLC, which is the sole member of Crestwood Holdings LLC, which is the
sole member of Crestwood Gas Services Holdings LLC, which owns all of the outstanding equity
interests in Crestwood Gas Services GP LLC. |
|
^ |
|
Based on 32,987,696 of the Issuers common units outstanding as of May 23, 2011 and a total
of 6,337,093 common units issuable upon conversion of outstanding Class C units (including
Class C units received as payment-in-kind dividends). The Class C units will automatically
convert into common units on a one-for-one basis on April 1, 2013. |
9
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1 |
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NAME OF REPORTING PERSON
First Reserve GP XI, Inc. |
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2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a) o |
|
(b) þ |
|
|
|
3 |
|
SEC USE ONLY |
|
|
|
|
|
|
|
4 |
|
SOURCE OF FUNDS |
|
|
|
OO, BK |
|
|
|
5 |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
|
|
|
o |
|
|
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
Delaware
|
|
|
|
|
|
7 |
|
SOLE VOTING POWER |
|
|
|
NUMBER OF |
|
0 |
|
|
|
|
SHARES |
8 |
|
SHARED VOTING POWER |
BENEFICIALLY |
|
|
OWNED BY |
|
19,654,683 common units* |
|
|
|
|
EACH |
9 |
|
SOLE DISPOSITIVE POWER |
REPORTING |
|
|
PERSON |
|
0 |
|
|
|
|
WITH |
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
19,654,683 common units* |
|
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
19,654,683 common units* |
|
|
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
|
|
|
o
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
49.98%^ |
|
|
|
14 |
|
TYPE OF REPORTING PERSON |
|
|
|
CO |
|
|
|
* |
|
Includes 105,627 Class C units, which represent limited partner interests in the Issuer, owned directly by KA First Reserve, LLC. FR Midstream Holdings LLC owns a majority of the membership interests in KA First Reserve, LLC and controls the board of managers of KA First Reserve, LLC. Includes 4,967 Class C units owned directly by Crestwood Gas Services GP LLC, the sole general partner of the Issuer. First Reserve GP XI, Inc. is the general partner of First Reserve GP XI, Inc., L.P., which is the
managing member of FR Midstream Holdings LLC, which is the sole member of FR XI CMP Holdings LLC, which is the controlling member of Crestwood Holdings Partners, LLC, which is the sole member of Crestwood Holdings II LLC, which is the sole member of Crestwood Holdings LLC, which is the sole member of Crestwood Gas Services Holdings LLC, which owns all of the outstanding equity interests in Crestwood Gas Services GP LLC.
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|
^ |
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Based on 32,987,696 of the Issuers common units outstanding as of May 23, 2011 and a total of 6,337,093 common units issuable upon conversion of outstanding Class C units (including Class C units received as payment-in-kind dividends). The Class C units will automatically convert into common units on a one-for-one basis on April 1, 2013.
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10
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1 |
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NAME OF REPORTING PERSON
William E. Macaulay |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o |
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(b) þ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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OO, BK |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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0 |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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19,654,683 common units* |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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0 |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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19,654,683 common units |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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19,654,683 common units* |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
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o
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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49.98%^ |
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14 |
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TYPE OF REPORTING PERSON |
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IN |
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* |
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Includes 105,627 Class C units, which represent limited partner interests in the Issuer, owned directly by KA First Reserve, LLC. FR Midstream Holdings LLC owns a majority of the membership interests in KA First Reserve, LLC and controls the board of managers of KA First Reserve, LLC. Includes 4,967 Class C units owned directly by Crestwood Gas Services GP LLC, the sole general partner of the Issuer. William E. Macaulay is a director and has the right to appoint a majority of the board of directors
of
First Reserve GP XI, Inc., which is the general partner of First Reserve GP XI, Inc., L.P., which is the managing member of FR Midstream Holdings LLC, which is the sole member of FR XI CMP Holdings LLC, which is the controlling member of Crestwood Holdings Partners, LLC, which is the sole member of Crestwood Holdings II LLC, which is the sole member of Crestwood Holdings LLC, which is the sole member of Crestwood Gas Services Holdings LLC, which owns all of the outstanding equity interests in Crestwood Gas
Services GP LLC.
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^ |
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Based on 32,987,696 of the Issuers common units outstanding as of May 23, 2011 and a total of 6,337,093 common units issuable upon conversion of outstanding Class C units (including Class C units received as payment-in-kind dividends). The Class C units, which represent limited partner interests in the Issuer, will automatically convert into common units on a one-for-one basis on April 1, 2013.
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11
Item 1. Security and Issuer
This Amendment No. 3 to Schedule 13D (this Amendment) is filed by the Reporting
Persons as an amendment to the Schedule 13D filed with the SEC on October 12, 2010 (the
Original Schedule 13D), as amended by Amendment No. 1 filed with the SEC on November 2,
2010, (Amendment No. 1) and Amendment No. 2 filed with the SEC on January 13, 2011
(Amendment No. 2, and together with the Original Schedule 13D and Amendment No. 1, the
Schedule 13D). This Amendment relates to common units representing limited partner
interests of Crestwood Midstream Partners LP, a Delaware limited partnership (the
Issuer), whose principal executive offices are located at 717 Texas Avenue, Suite 3150,
Houston, Texas 77002.
Item 2. Identity and Background
This Amendment is filed by (i) Crestwood Gas Services Holdings LLC, a Delaware limited
liability company (Gas Services Holdings), (ii) Crestwood Holdings LLC, a Delaware
limited liability company (Crestwood Holdings), (iii) Crestwood Holdings II LLC, a
Delaware limited liability company (Crestwood Holdings II), (iv) Crestwood Holdings
Partners, LLC, a Delaware limited liability company (Crestwood Holdings Partners), (v) FR
XI CMP Holdings LLC, a Delaware limited liability company (FR XI CMP), (vi) FR Midstream
Holdings LLC, a Delaware limited liability company (FR Midstream Holdings), (vii) First
Reserve GP XI, L.P., a Delaware limited partnership (FR GP LP), (viii) First Reserve GP
XI, Inc., a Delaware corporation (FR GP Inc.) and (ix) William E. Macaulay, a United
States citizen (collectively, with Gas Services Holdings, Crestwood Holdings, Crestwood Holdings
II, Crestwood Holdings Partners, FR XI CMP, FR Midstream Holdings, FR GP LP and FR GP Inc., the
Reporting Persons).
Crestwood Gas Services GP LLC, a Delaware limited liability company (the General
Partner), is the sole general partner of the Issuer. The General Partner holds the general
partner units and incentive distribution rights in the Issuer and manages the business and affairs
of the Issuer. Gas Services Holdings directly owns 17,210,377 common units of the Issuer and all of
the outstanding equity interests of the General Partner. Crestwood Holdings is the sole member of
Gas Services Holdings. Crestwood Holdings II is the sole member of Crestwood Holdings. Crestwood
Holdings Partners is the sole member of Crestwood Holdings II. FR XI CMP is the controlling member
of Crestwood Holdings Partners. FR Midstream Holdings is the sole member of FR XI CMP. FR GP LP is
the managing member of FR Midstream Holdings. FR GP Inc. is the general partner of FR GP LP. Mr.
Macaulay is a director and has the right to appoint a majority of the board of directors of FR GP
Inc.
In accordance with the provisions of General Instruction C to Schedule 13D, information
concerning the officers and, where applicable, members of the board of directors or management
committee of the Reporting Persons (collectively, the Listed Persons), required by Item 2
of Schedule 13D is provided on Schedule I and is incorporated by reference herein.
The principal business and office address of each of Gas Services Holdings, Crestwood
Holdings, Crestwood Holdings II and Crestwood Holdings Partners is c/o Crestwood Holdings Partners,
LLC, 717 Texas Avenue, Suite 3150, Houston, Texas 77002. The principal business and office address
of each of FR XI CMP, FR Midstream Holdings, FR GP LP, FR GP Inc. and Mr. Macaulay is One Lafayette
Place, Greenwich, CT 06830.
FRC Founders Corporation, advisor of FR GP Inc., is an alternative asset manager making
equity, equity-linked and debt investments in companies engaged in various energy and energy
related activities. FR XI CMP, FR Midstream Holdings, FR GP LP and FR GP Inc. are each principally
engaged in the business of managing investments in other companies engaged in various energy and
energy related activities. Each of Crestwood Holdings Partners, Crestwood Holdings II and Crestwood
Holdings was formed to make investments in energy-related midstream assets, including the Issuer,
and to undertake activities related thereto.
During the past five years, none of the Reporting Persons or, to the knowledge of the
Reporting Persons, any of the Listed Persons (i) has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors), or (ii) was a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree, or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
Item 3. Sources and Amount of Funds or Other Consideration
On July 22, 2010, Crestwood Holdings (f/k/a First Reserve Crestwood Holdings LLC) acquired by
means of a Purchase Agreement (as amended, the Purchase Agreement) with Quicksilver
Resources Inc. (Quicksilver), Cowtown Gas Processing LP (Processing LP) and
Cowtown Pipeline LP (Pipeline LP) (i) from Processing LP and Pipeline LP, 100% of the
outstanding
12
membership interests of Gas Services Holdings, which owned 5,696,752 common units of the
Issuer, 11,513,625 subordinated units representing limited partner interests in the Issuer and,
through its ownership of 100% of the outstanding membership interests of the General Partner,
469,944 general partner units in the Issuer and 100% of the outstanding incentive distribution
rights in the Issuer and (ii) from Quicksilver, that certain Subordinated Promissory Note issued by
the Issuer to Quicksilver on August 10, 2007 (the Promissory Note).
On October 1, 2010, the acquisition by Crestwood Holdings of the Gas Services Holdings
membership interests and the Promissory Note was completed. $530,855,723.73 of the cash
consideration was funded though an equity investment in Crestwood Holdings made indirectly by the
members of Crestwood Holdings Partners, including (i) FR Midstream Holdings and (ii) by certain
members of management of Crestwood Holdings Partners that are members of Crestwood Holdings
Partners. The remainder of the cash consideration payable at closing, $170,144,276.27, was funded
with the net proceeds of $180 million of term loan borrowings by Crestwood Holdings pursuant to a
new secured term loan (the Crestwood Term Loan). Crestwood Holdings intends to fund any
earn-out payments payable pursuant to the Purchase Agreement with borrowings under the Crestwood
Term Loan and/or the proceeds of future distributions received by Gas Services Holdings and the
General Partner from the Issuer.
On October 18, 2010, Crestwood Holdings as the holder of the Promissory Note in the original
principal amount of $50,000,000 gave notice to the Issuer to convert the Promissory Note into
common units of the Issuer. The outstanding balance of principal and accrued interest on the
Promissory Note immediately prior to conversion was $57,736,026. The Promissory Note was converted
at a conversion price of $24.74 per common unit, which represented the weighted average closing
price of the common units for the 20-trading day period prior to such conversion. The conflicts
committee of the board of directors of the General Partner approved the conversion price and
mechanics of conversion, and upon such approval by the conflicts committee, the board of directors
of the General Partner approved the conversion of the Promissory Note and the issuance of an
aggregate of 2,333,712 common units to Crestwood Holdings in connection therewith.
On November 15, 2010, 11,513,625 subordinated units representing limited partner interests in
Crestwood Midstream Partners LP, were converted into common units representing limited partner
interests on a one-to-one basis upon the termination of the subordination period as set forth in
the Second Amended and Restated Agreement of Limited Partnership of Crestwood Midstream Partners
LP.
On April 1, 2011, the Issuer entered into that certain Class C Unit Purchase Agreement, dated
February 18, 2011, with the purchasers named therein, to sell 6,243,000 Class C units, representing
limited partner interests of the Issuer, in a private placement. The Class C units automatically
convert into common units of the Issuer on a one-for-one basis on April 1, 2013. 103,760 Class C
units were purchased by KA First Reserve, LLC. FR Midstream Holdings owns a majority of the
membership interests in KA First Reserve, LLC and controls the board of managers of KA First
Reserve, LLC.
On May 13, 2011, KA First Reserve, LLC was issued an additional 1,867 Class C units and the
General Partner was issued 4,967 Class C units as a payment-in-kind distribution as provided for in
the Second Amended and Restated Agreement of Limited Partnership Crestwood Midstream Partners LP,
as amended.
Item 4. Purpose of Transaction
The Reporting Persons acquired the common units covered by this Schedule 13D for investment
and intend to review their investment in the Issuer on a continuing basis.
The following describes plans or proposals that the Reporting Persons may have with respect to
certain matters set forth in Item 4 of Schedule 13D.
(a) The Issuer may grant options to purchase common units, common unit appreciation rights,
restricted common units and phantom common units to employees, consultants, officers and directors
of the General Partner and its affiliates pursuant to the Issuers 2007 Equity Plan adopted by the
General Partner. The Issuer may acquire common units to issue pursuant to the 2007 Equity Plan on
the open market, directly from the Issuer, from other Reporting Persons, or otherwise.
(d) The General Partner has sole responsibility for conducting the Issuers business and for
managing its operations and is ultimately controlled by FR GP Inc. FR GP Inc. manages, participates
in and influences the affairs of the Issuer through the exercise of its rights as beneficial owner
of the General Partner and, to the extent applicable, through the exercise of its voting rights as
a
13
limited partner of the Issuer. Neither the General Partner nor its board of directors are
elected by the Issuers unitholders. Through its indirect ownership in Gas Services Holdings, the
General Partners sole member, FR GP Inc. has the right to elect the General Partners entire board
of directors and, through the board of directors, the appointment of management of the Issuer.
Certain of Crestwood Holdings Partners executive officers also serve as executive officers and/or
directors of the General Partner. Upon the closing of the Purchase Agreement, each of Messrs. Glenn
Darden, Jeff Cook and Philip W. Cook resigned from the board of directors of the General Partner
and were replaced by Messrs. Timothy H. Day, Robert G. Phillips, Michael France, J. Hardy Murchison
and Joel Lambert, each of whom is an employee of FRC Founders Corporation, other than Mr. Phillips,
who is an employee of Crestwood Holdings Partners and J. Hardy Murchison who serves as a Consultant
to FRC Founders Corporation. In addition, Messrs. Robert G. Phillips, William G. Manias, Terry L.
Morrison, Joel D. Moxley, Kelly Jameson, Mark Stockard and Eric Guy were appointed as the President
and CEO, CFO and Secretary, Senior Vice President-Operations and Commercial, Senior Vice
President-Business Development, Senior Vices President, General Counsel and Corporate Secretary,
Vice President-Treasurer and Relations, and Vice President and Controller, respectively, of the
General Partner.
(e) The Reporting Persons, as direct and indirect owners of the General Partner of the Issuer,
may cause the Issuer to change its dividend policy or its capitalization, through the issuance of
debt or equity securities, from time to time in the future. Except as set forth in this Schedule
13D (including under (a) above), the Reporting Persons have no current intention of changing the
present capitalization or dividend policy of the Issuer.
(j) Except as otherwise described in this Item 4, or as would occur upon completion of any of
the matters discussed herein, none of the Reporting Persons nor, to the best knowledge of each
Reporting Person, any of the Listed Persons, as of the date of this Amendment, any plans or
proposals that relate to or would result in any of the actions or events specified in clauses (a)
through (i) of Item 4 of Schedule 13D; provided, that the Reporting Persons may, at any time,
review or reconsider their position with respect to the Issuer and reserve the right to develop
such plans or proposals. Depending on various factors, including but not limited to the Issuers
financial position and strategic direction, price levels of the common units, conditions in the
securities markets, and general economic and industry conditions, the Reporting Persons may in the
future take actions with respect to their investment in the Issuer as they deem appropriate,
including changing their current intentions, with respect to any or all matters required to be
disclosed in this Schedule 13D. Without limiting the foregoing, the Reporting Persons may, from
time to time, acquire or cause affiliates to acquire additional common units, dispose of some or
all of their common units (or other equity interests in the Issuer) or continue to hold common
units (and other equity interests) (or any combination or derivative thereof). In addition, without
limitation, the Reporting Persons may engage in discussions with unitholders of the Issuer and
other relevant parties or take other actions through their representatives on the board of
directors of the General Partner or otherwise, concerning any extraordinary corporate transaction
(including but not limited to a merger, reorganization or liquidation) or the business, operations,
assets, strategy, future plans, prospects, corporate structure, board composition, management,
capitalization, dividend policy, charter, bylaws, corporate documents, agreements, de-listing or
de-registration of the Issuer, in each case, subject to the terms and conditions of the Issuer
Partnership Agreement and any other agreements entered into between such Reporting Person(s) and
the Issuer.
Item 5. Interest in Securities of the Issuer
The information set forth in Item 2 is hereby incorporated herein by reference.
The information contained on the cover pages of this Schedule 13D is incorporated herein by
reference.
(a) and (b). The following disclosure is based on 39,324,789 common units (including 6,337,093
Class C units) outstanding as of May 23, 2011. See Schedule I for the information applicable to the
Listed Persons.
Gas Services Holdings holds 17,210,377 common units, representing approximately 43.76% of the
outstanding common units. The General Partner holds 763,892 general partner units, 4,967 Class C
units and incentive distribution rights (which represent the right to receive increasing
percentages of quarterly distributions in excess of specified amounts) in the Issuer. Crestwood
Holdings holds an additional 2,333,712 common units, which, when combined with the other indirect
ownership interests, represents approximately 51.65% of the outstanding common units, including the
general partner units, and the Class C units convertible into common units on April 1, 2013.
Each of the Reporting Persons may be deemed to beneficially own the common units reported
herein. The filing of this Amendment shall not be construed as an admission that any person listed
in Item 2 or this Item 5 is the beneficial owner of any securities covered by this statement. Each
Reporting Person disclaims beneficial ownership of the securities reported herein.
14
(c) Except as set forth elsewhere in this Schedule 13D, including without limitation Item 3,
to the best knowledge of each of the Reporting Persons, none of the Reporting Persons or, to the
Reporting Persons knowledge, the Listed Persons, has effected any transactions in the common units
during the past 60 days.
(d) To the best knowledge of the Reporting Persons, no one other than the Reporting Persons,
the partners, members, affiliates or shareholders of the Reporting Persons and any other persons
named in Items 2 or 5(a) or the Listed Persons has the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the common units.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the
Issuer
The information provided or incorporated by reference in Item 3 and Item 4 is hereby
incorporated by reference herein.
Issuer Partnership Agreement
The General Partner, as the sole general partner of the Issuer, and Gas Services Holdings, as
a limited partner of the Issuer, and all other limited partners of the Issuer are party to the
Issuer Partnership Agreement.
Cash Distributions
The Issuer Partnership Agreement requires the Issuer to distribute, within 45 days after the
end of each quarter, all of its cash on hand, less reserves established by the General Partner. The
Issuer refers to this amount as available cash. The Issuer Partnership Agreement requires that
the Issuer distribute all of its available cash each quarter in the following manner:
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first, to the General Partner in accordance with its percentage interest in respect of
all outstanding units and the remainder to the holders of common units, until each common
unit has received a minimum quarterly distribution of $0.3000 plus any arrearages from prior
quarters; |
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second, to the General Partner in accordance with its percentage interest in respect of
all outstanding units and the remainder to the holders of subordinated units, until each
subordinated unit has received a minimum quarterly distribution of $0.3000; and |
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third, to the General Partner in accordance with its percentage interest in respect of
all outstanding units and the remainder to all unitholders, pro rata, until each unit has
received a distribution of $0.3450. |
If cash distributions to the unitholders exceed $0.3450 per unit in any quarter, the General
Partner will receive, in addition to distributions based upon the percentage of its general partner
units in respect of all outstanding units, increasing percentages, up to 48%, of the cash the
Issuer distributes in excess of that amount.
Issuance of Additional Units
The Issuer Partnership Agreement authorizes the Issuer to issue an unlimited number of units
on terms determined by the General Partner without unitholder approval.
Limited Voting Rights
The General Partner will control the Issuer and the unitholders will have only limited voting
rights. Unitholders will have no right to elect the General Partner or its directors. The General
Partner may not be removed, except by a vote of the holders of at least 66 2/3% of the Issuers
units, including units owned by the General Partner and its affiliates. As of the date of this
Amendment, the General Partner and its affiliates own an aggregate of approximately 51.65% of the
outstanding common units, including the general partner units, and the Class C units convertible
into common units on April 1, 2013.
Limited Call Right
15
If at any time the General Partner and its affiliates own more than 80% of the outstanding
common units, the General Partner has the right, but not the obligation, to purchase all of the
remaining common units at a price not less than the then current market price of the common units.
Registration Rights
Under the Issuer Partnership Agreement, the Issuer has have agreed to register for resale
under the Securities Act and applicable state securities laws, at the Issuers expense, any common
units, subordinated units or other partnership securities proposed to be sold by the General
Partner or any of its affiliates or their assignees if an exemption from the registration
requirements is not otherwise available. These registration rights continue for two years following
any withdrawal or removal of Crestwood Gas Services GP LLC as general partner.
The Class C units also carry registration rights. Upon request of a Class C unitholder,
the Issuer will be required to file a resale registration statement to register (i) the Class C
units, (ii) the common units issuable upon conversion of the Class C units, (iii) any Class C units
issued in respect of the Class C units as a distribution in kind in lieu of cash distributions and
(iv) any Class C units issued as liquidated damages under the registration rights agreement, as
soon as practicable after such request. The Issuer will use commercially reasonable efforts to
cause the resale registration statement to become effective within 90 days of the date the resale
registration statement is initially filed. In addition, holders of common units issued upon
conversion of the Class C units have piggyback registration rights under certain circumstances.
These registration rights will be transferable to affiliates of the Class C Unit holders and, in
certain circumstances, to third parties.
General Partners Limited Liability Company Agreement
Under the First Amended and Restated Limited Liability Company Agreement of the General
Partner (as the same may be amended, restated, supplemented or otherwise modified from time to
time, the General Partner LLC Agreement), Gas Services Holdings has the right to elect
the members of the board of directors of the General Partner.
Promissory Note
On October 18, 2010, Crestwood Holdings as the holder of the Promissory Note in the original
principal amount of $50,000,000 gave notice to the Issuer to convert the Promissory Note into
common units of the Issuer. The outstanding balance of principal and accrued interest on the
Promissory Note immediately prior to conversion was $57,736,026. The Promissory Note was converted
at a conversion price of $24.74 per common unit, which represented the weighted average closing
price of the common units for the 20-trading day period prior to such conversion. The conflicts
committee of the board of directors of the General Partner approved the conversion price and
mechanics of conversion, and upon such approval by the conflicts committee, the board of directors
of the General Partner approved the conversion of the Promissory Note and the issuance of an
aggregate of 2,333,712 common units to Crestwood Holdings in connection therewith.
To the Reporting Persons knowledge, there are no other contracts, arrangements,
understandings or relationships (legal or otherwise) among the persons named in Item 2 and between
such persons and any person with respect to any securities of the Issuer.
References to, and descriptions of, each of the Purchase Agreement, Issuer Partnership
Agreement, General Partner LLC Agreement and Promissory Note as set forth in or incorporated into
this Item 6 are qualified in their entirety by reference to the copies of each such agreement filed
as an exhibit to this Schedule 13D, each of which is incorporated in its entirety in this Item 6.
Conversion of Subordinated Units
On November 15, 2010, 11,513,625 subordinated units representing limited partner interests in
Crestwood Midstream Partners LP, were converted into common units representing limited partner
interests on a one-to-one basis upon the termination of the subordination period as set forth in
the Second Amended and Restated Agreement of Limited Partnership of Crestwood Midstream Partners
LP.
16
Issuance of Class C Units
On April 1, 2011, the Issuer entered into that certain Class C Unit Purchase Agreement, dated
February 18, 2011, with the purchasers named therein, to sell 6,243,000 Class C units, representing
limited partner interests of the Issuer, in a private placement. 103,760 Class C units were
purchased by KA First Reserve, LLC.
On May 13, 2011, KA First Reserve, LLC was issued an additional 1,867 Class C units and the
General Partner was issued 4,967 Class C units as a payment-in-kind distribution as provided for in
the Second Amended and Restated Agreement of Limited Partnership Crestwood Midstream Partners LP,
as amended. The Class C units automatically convert into common units of the Issuer on a
one-for-one basis on April 1, 2013.
[Signature Page Follows]
17
SIGNATURES
After reasonable inquiry and to the best knowledge and belief of each of the undersigned, each
of the undersigned certifies that the information set forth in this statement with respect to such
person is true, complete and correct.
Dated: May
31, 2011
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Crestwood Gas Services Holdings LLC
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By: |
Crestwood Holdings LLC, its member
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By: |
/s/ Kelly J. Jameson
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Name: |
Kelly J. Jameson |
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Title: |
Senior Vice President |
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Crestwood Holdings LLC
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By: |
/s/ Kelly J. Jameson
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Name: |
Kelly J. Jameson |
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Title: |
Senior Vice President |
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Crestwood Holdings II LLC
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By: |
/s/ Kelly J. Jameson
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Name: |
Kelly J. Jameson |
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Title: |
Senior Vice President |
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Crestwood Holdings Partners, LLC
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By: |
/s/ Kelly J. Jameson
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Name: |
Kelly J. Jameson |
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Title: |
Senior Vice President |
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FR XI CMP Holdings LLC
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By: |
First Reserve GP XI, L.P., its member
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By: |
First Reserve GP XI, Inc., its general partner
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By: |
/s/ Michael France
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Name: |
Michael France |
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Title: |
Director |
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FR Midstream Holdings LLC
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By: |
First Reserve GP XI, L.P., its managing member
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By: |
First Reserve GP XI, Inc., its general partner
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By: |
/s/ Michael France
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Name: |
Michael France |
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Title: |
Director |
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First Reserve GP XI, L.P.
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By: |
First Reserve GP XI, Inc., its general partner
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By: |
/s/ Michael France
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Name: |
Michael France |
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Title: |
Director |
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First Reserve GP XI, Inc.
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By: |
/s/ Michael France
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Name: |
Michael France |
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Title: |
Director |
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/s/ William E. Macaulay
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William E. Macaulay |
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18
SCHEDULE I
Officers of Crestwood Gas Services GP LLC
Robert G. Phillips
Address: c/o Crestwood Holdings Partners, LLC, 717 Texas Avenue, Suite 3150, Houston, Texas 77002
Principal Occupation: President, Chief Executive Officer and Chairman
Citizenship: USA
Amount Beneficially Owned: 0
William G. Manias
Address: c/o Crestwood Holdings Partners, LLC, 717 Texas Avenue, Suite 3150, Houston, Texas 77002
Principal Occupation: Senior Vice President and Chief Financial Officer
Citizenship: USA
Amount Beneficially Owned: 0
Terry L. Morrison
Address: c/o Crestwood Holdings Partners, LLC, 717 Texas Avenue, Suite 3150, Houston, Texas 77002
Principal Occupation: Senior Vice President
Citizenship: USA
Amount Beneficially Owned: 0
Joel D. Moxley
Address: c/o Crestwood Holdings Partners, LLC, 717 Texas Avenue, Suite 3150, Houston, Texas 77002
Principal Occupation: Senior Vice President
Citizenship: USA
Amount Beneficially Owned: 0
Mark. G. Stockard
Address: c/o Crestwood Holdings Partners, LLC, 717 Texas Avenue, Suite 3150, Houston, Texas 77002
Principal Occupation: Vice President-Treasurer and Investor Relations
Citizenship: USA
Amount Beneficially Owned: 9,044 (less than 1%)
Eric Guy
Address: c/o Crestwood Midstream Partners LP, 801 Cherry Street, Suite 3400, Fort Worth, Texas 76102
Principal Occupation: Vice President and Controller
Citizenship: USA
Amount Beneficially Owned: 8,440 (less than 1%)
Kelly J. Jameson
Address: c/o Crestwood Holdings Partners, LLC, 717 Texas Avenue, Suite 3150, Houston, Texas 77002
Principal Occupation: Senior Vice President, General Counsel and Corporate Secretary
Citizenship: USA
Amount Beneficially Owned: 0
Board of Directors of Crestwood Gas Services GP LLC
Robert G. Phillips
(see above)
Timothy H. Day
Address: c/o FRC Founders Corporation, 600 Travis, Suite 6000, Houston, TX 77002
Principal Occupation: Managing Director of First Reserve
Citizenship: USA
Amount Beneficially Owned: 1,803 (less than 1%)
19
Michael France
Address: c/o FRC Founders Corporation, 600 Travis, Suite 6000, Houston, TX 77002
Principal Occupation: Director of First Reserve
Citizenship: USA
Amount Beneficially Owned: 1,803 (less than 1%)
J. Hardy Murchison
Address: c/o FRC Founders Corporation, 600 Travis, Suite 6000, Houston, TX 77002
Principal Occupation: Consultant to First Reserve
Citizenship: USA
Amount Beneficially Owned: 1,803 (less than 1%)
Joel Lambert
Address: c/o FRC Founders Corporation, 600 Travis, Suite 6000, Houston, TX 77002
Principal Occupation: Associate General Counsel of First Reserve
Citizenship: USA
Amount Beneficially Owned: 1,803 (less than 1%)
Alvin Bledsoe
Address: c/o Crestwood Midstream Partners LP, 717 Texas Avenue, Suite 3150, Houston, Texas 77002
Principal Occupation: Retired
Citizenship: USA
Amount Beneficially Owned: 57,360 (less than 1%)
Philip D. Gettig
Address: c/o Crestwood Midstream Partners LP, 717 Texas Avenue, Suite 3150, Houston, Texas 77002
Principal Occupation: Retired
Citizenship: USA
Amount Beneficially Owned: 17,096 (less than 1%)
John W. Somerhalder II
Address: c/o Crestwood Midstream Partners LP, 717 Texas Avenue, Suite 3150, Houston, Texas 77002
Principal Occupation: President, Chief Executive Officer and a Director of AGL Resources Inc., a
publicly-held energy services holding company whose principal business is the distribution of gas
Citizenship: USA
Amount Beneficially Owned: 30,300 (less than 1%)
Thomas F. Darden
Address: c/o Quicksilver Resources Inc., 801 Cherry Street, Suite 3700, Unit 19, Fort Worth, Texas 76102
Principal Occupation: Chairman of the Board of Quicksilver Resources Inc., a publicly-held oil and natural gas company
Citizenship: USA
Amount Beneficially Owned: 105,002 (less than 1%) includes 76,100 common units held indirectly
through Darden Irrevocable Asset Trust, of which Thomas F. Darden is a co-trustee
Officers of Crestwood Holdings LLC
Robert G. Phillips
(see above)
William G. Manias
(see above)
Terry L. Morrison
(see above)
Joel D. Moxley
(see above)
20
Officers of Crestwood Holdings II LLC
Robert G. Phillips
(see above)
William G. Manias
(see above)
Terry L. Morrison
(see above)
Joel D. Moxley
(see above)
Kelly J. Jameson
(see above)
Officers of Crestwood Holdings Partners, LLC
Robert G. Phillips
(see above)
William G. Manias
(see above)
Terry L. Morrison
(see above)
Joel D. Moxley
(see above)
Kelly J. Jameson
(see above)
Members of the Management Committee of Crestwood Holdings Partners, LLC
Timothy H. Day
(see above)
Michael France
(see above)
Robert G. Phillips
(see above)
Board of Directors of First Reserve GP XI, Inc.
William E. Macaulay
Address: c/o FRC Founders Corporation, One Lafayette Place, Greenwich, CT 06830
Principal Occupation: Chairman and Chief Executive of First Reserve
Citizenship: USA
Amount Beneficially Owned: 19,654,683 common units (including 110,594 Class C units convertible
into common units on April 1, 2013) (49.98%)
Anne E. Gold
Address: c/o FRC Founders Corporation, One Lafayette Place, Greenwich, CT 06830
Principal Occupation: Chief Compliance Officer and Secretary of First Reserve
Citizenship: USA
Amount Beneficially Owned: 0
21
Jennifer C. Zarrilli
Address: c/o FRC Founders Corporation, One Lafayette Place, Greenwich, CT 06830
Principal Occupation: Chief Financial Officer and Managing Director of First Reserve
Citizenship: USA
Amount Beneficially Owned: 0
Officers of First Reserve GP XI, Inc.
William E. Macaulay
(see above)
John A. Hill
Address: c/o FRC Founders Corporation, One Lafayette Place, Greenwich, CT 06830
Principal Occupation: Vice Chairman of First Reserve
Citizenship: USA
Amount Beneficially Owned: 0
Timothy H. Day
(see above)
Cathleen M. Ellsworth
Address: c/o FRC Founders Corporation, One Lafayette Place, Greenwich, CT 06830
Principal Occupation: Managing Director of First Reserve
Citizenship: USA
Amount Beneficially Owned: 0
Anne E. Gold
(see above)
Will Honeybourne
Address: c/o FRC Founders Corporation, 600 Travis, Suite 6000, Houston, TX 77002
Principal Occupation: Managing Director of First Reserve
Citizenship: USA
Amount Beneficially Owned: 0
Alex T. Krueger
Address: c/o FRC Founders Corporation, 7th Floor, 25 Victoria St., London, SW1H OEX, United Kingdom
Principal Occupation: Managing Director of First Reserve
Citizenship: USA
Amount Beneficially Owned: 0
Mark A. McComiskey
Address: c/o FRC Founders Corporation, One Lafayette Place, Greenwich, CT 06830
Principal Occupation: Managing Director of First Reserve
Citizenship: USA
Amount Beneficially Owned: 0
Kenneth W. Moore
Address: c/o FRC Founders Corporation, One Lafayette Place, Greenwich, CT 06830
Principal Occupation: Managing Director of First Reserve
Citizenship: USA
Amount Beneficially Owned: 0
Jeffrey Quake
Address: c/o FRC Founders Corporation, One Lafayette Place, Greenwich, CT 06830
Principal Occupation: Managing Director of First Reserve
Citizenship: USA
Amount Beneficially Owned: 0
Alan G. Schwartz
Address: c/o FRC Founders Corporation, One Lafayette Place, Greenwich, CT 06830
Principal Occupation: Managing Director of First Reserve
Citizenship: USA
Amount Beneficially Owned: 0
Jennifer C. Zarrilli
(see above)
22