S-8 POS 1 d609911ds8pos.htm FORM S-8 POS Form S-8 POS

As filed with the Securities and Exchange Commission on October 7, 2013

 

Registration No. 333-145326   Registration No. 333-162928

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-145326

Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-162928

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

Crestwood Midstream Partners LP

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Delaware   56-2639586

(State or Other Jurisdiction of

Incorporation or Organization)

 

(I.R.S. Employer

Identification No.)

700 Louisiana Street, Suite 2060, Houston, Texas   77002
(Address of Principal Executive Offices)   (Zip Code)

 

 

2007 Equity Plan

First Amended and Restated 2007 Equity Plan

(Full Titles of Plans)

 

 

Robert G. Phillips

Crestwood Midstream Partners LP

700 Louisiana Street, Suite 2060

(Name and Address of Agent For Service)

(832) 519-2200

(Telephone Number, Including Area Code, of Agent For Service)

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer   x    Accelerated filer   ¨
Non-accelerated filer   ¨  (Do not check if a smaller reporting company)    Smaller reporting company   ¨

 

 

 


DEREGISTRATION OF SECURITIES

This Post-Effective Amendment (the “Amendment”) relates to the following Registration Statements on Form S-8 (collectively, the “Registration Statements”) (note that the share numbers listed below do not take into account corporate actions, such as stock splits, taken in the interim):

 

    Registration Statement 333-145326 registering 750,000 common units of Crestwood Midstream Partners LP for the 2007 Equity Plan.

 

    Registration Statement 333-162928 registering 535,498 common units of Crestwood Midstream Partners LP for the First Amended and Restated 2007 Equity Plan.

On October 4, 2013, the unitholders of Crestwood Midstream Partners LP (“Crestwood”) approved the Agreement and Plan of Merger (the “Merger Agreement”), dated as of May 5, 2013, by and among Inergy Midstream, L.P. (“NRGM”), NRGM GP, LLC, Intrepid Merger Sub, LLC (“Merger Sub”), Inergy, L.P., Crestwood and Crestwood Gas Services GP (“CMLP GP”), pursuant to which, Merger Sub merged with and into Crestwood (the “Merger”), with Crestwood surviving the merger as a subsidiary of NRGM. Pursuant to the terms and conditions of the Merger Agreement, on October 7, 2013, at the effective time of the Merger, each (i) common unit and Class D unit of Crestwood that was held by Crestwood Holdings LLC (“Crestwood Holdings”), Crestwood Gas Services Holdings LLC (“Gas Services Holdings”) and CMLP GP, was converted into the right to receive 1.07 new common units representing limited partner interests of NRGM (the “Unit Consideration”) and (ii) issued and outstanding common unit, restricted unit and phantom unit of Crestwood held by any person, other than Crestwood Holdings, Crestwood Gas Services Holdings or CMLP GP, converted into the right to receive $1.03 in cash and the Unit Consideration.

As a result of the Merger, Crestwood has terminated any offering of Crestwood’s securities pursuant to the Registration Statements. In accordance with an undertaking made by Crestwood in Part II of each of the Registration Statements to remove from registration, by means of a post-effective amendment, any of the securities that had been registered for issuance that remain unsold at the termination of the offering, Crestwood hereby removes from registration all of such securities of Crestwood registered but unsold under the Registration Statements, if any.


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on this 7th day of October, 2013.

 

CRESTWOOD MIDSTREAM PARTNERS LP
By: Crestwood Midstream GP LLC, its general partner
By:  

/s/ Robert G. Phillips

Name:   Robert G. Phillips
Title:   President & Chief Executive Officer