FR Midstream Holdings LLC 4
4 · Crestwood Equity Partners LP · Filed Apr 1, 2021
Insider Transaction Report
Form 4
First Reserve GP XI, Inc.
Director
Transactions
- Sale
Common Units
2021-03-30−7,484,449→ 0 total(indirect: See footnotes) - Sale
Common Units
2021-03-30$22.00/sh−6,000,000$132,000,000→ 3,985,462 total(indirect: See footnotes) - Sale
Common Units
2021-03-30−3,985,462→ 0 total(indirect: See footnotes)
Footnotes (6)
- [F1]Reflects Common Units held directly by Crestwood Gas Services Holdings LLC ("Gas Services Holdings").
- [F2]Reflects Common Units held directly by Crestwood Holdings LLC ("Crestwood Holdings").
- [F3]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.").
- [F4]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.
- [F5]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.
- [F6]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.