UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~PURSUANT~~Pursuant TOto ~~SECTION~~Section 13 ORor 15(Dd)

OFof ~~THE~~the ~~SECURITIES~~Securities ~~EXCHANGE~~Exchange ~~ACT~~Act OFof 1934

Date of ~~Report~~report (Date of earliest event reported): ~~April~~July 425, 2023

CRESTWOOD MIDSTREAM PARTNERS LP

(Exact name of ~~registrant~~Registrant as specified in its charter)

Delaware	001-35377	20-1647837
DELAWARE	001-35377	20-1647837
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State of incorporation or organization)	(Commission file number)	(I.R.S. employer identification number)

811 Main ~~Street~~St., Suite 3400

~~Suite~~Houston, ~~3400~~TX 77002

~~Houston,~~(Address ~~Texas~~of ~~77002~~principal executive offices) (Zip code)

~~(Address~~Registrant’s oftelephone ~~Principal~~number, ~~Executive~~including ~~Office)~~area ~~(Zip~~code: ~~Code~~(832) 519-2200

(832) 519-2200

(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities ~~registered~~ Registered pursuant to Section 12(b) of the Act:

~~Title~~Tile of each class Trading Symbol(s) Name of each exchange on which registered NONE NONE NONE

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8 1.01 ~~Other~~Entry ~~Information~~into a Material Definitive Agreement

AsOn ~~previously~~July 25, ~~reported~~2023, inCrestwood aMidstream ~~Current~~Partners ~~Report~~LP, ona ~~Form~~Delaware ~~8-K~~limited ~~filed~~partnership ~~with the Securities and Exchange Commission~~ (“~~SEC~~CMLP”) ~~on February 4~~, ~~2022~~CN byJackalope ~~Crestwood~~Holdings, ~~Midstream Partners LP~~LLC, a Delaware limited ~~partnership~~liability company (“~~CMLP~~Jackalope Holdings”), and, ~~wholly~~solely ~~owned~~for ~~subsidiary~~the ofpurposes set forth therein, Crestwood Equity Partners LP (~~the~~ “~~Partnership~~CEQP”), onentered ~~February 1,~~into ~~2022,~~a ~~the~~Fourth ~~Partnership~~Amended ~~completed~~and ~~its~~Restated ~~acquisition~~Limited ofLiability ~~Oasis~~Company ~~Midstream~~Agreement ~~Partners~~(the LP“Crestwood Niobrara Company Agreement”) for Crestwood Niobrara LLC, a Delaware limited ~~partnership~~liability ~~(the~~company (“~~OMP Merger~~Niobrara”), to be effective as of July 25, 2023.

AsCEQP ~~previously~~indirectly ~~reported~~controls inNiobrara athrough ~~Current~~its ~~Report~~ownership onof ~~Form 8-K filed with the SEC on July 15, 2022 by CMLP, on July 11, 2022, (i) CMLP and~~ Crestwood ~~Sendero~~Midstream GP, LLC, athe ~~Delaware~~general ~~limited~~partner ~~liability company and wholly owned subsidiary~~ of CMLP, ~~completed~~which ~~their~~in ~~acquisition~~turn ofis ~~Sendero Midstream Partners LP (~~the ~~“Sendero~~managing ~~Acquisition”);~~member ~~and (ii) the Partnership completed its acquisition~~ of the remaining 50% interest in Crestwood Permian Basin Holdings LLC from FR XIII Crestwood Permian Basin Holdings LLC, a Delaware limited liability company (the “CPJV Acquisition” and together with the OMP Merger and the Sendero Acquisition, the “Transactions”)Niobrara.

~~CMLP~~The ~~previously~~Crestwood ~~filed~~Niobrara ~~certain~~Company ~~historical~~Agreement ~~and~~includes ~~unaudited~~amendments ~~pro~~that ~~forma~~give ~~condensed~~Niobrara ~~consolidated~~the ~~combined~~right ~~financial~~to ~~information~~redeem ~~required~~a ~~under~~total ~~Regulation~~of S103,622,286 Series A-X2 ~~with~~Preferred ~~respect~~Units and 138,765,288 Series A-3 Preferred Units (but no less than such total amount), on or after January 1, 2024 until on or before January 5, 2024, for a price equal to an agreed multiple of the ~~Transactions~~sum inof $1.00 plus any additional amount necessary for Jackalope Holdings to achieve a ~~Current~~certain ~~Report~~rate onof ~~Form~~return 8with respect to each Series A-K/2 Preferred Unit and Series A-3 Preferred ~~filed~~Unit ~~with~~(collectively, the ~~SEC~~“Series A Preferred Units”) so redeemed, calculated as of close of business on ~~September 2~~the day prior to the date of such redemption, ~~2022~~payable in cash, immediately upon such redemption (any such redemption, the “~~September~~Special ~~2022~~Partial ~~Form 8-K~~Redemption”) and if such Special Partial Redemption occurs certain dates for optional redemption or holder requested redemption are extended and certain economic terms of the Series A Preferred Units that remain outstanding will be adjusted as described below.

~~This~~If ~~Current~~the ~~Report~~Special onPartial ~~Form~~Redemption ~~8-K~~occurs: is(i) the ~~being~~accordion ~~filed~~feature, allowing for additional draws from the holders of Series A Preferred Units to ~~provide~~fund ~~updated~~approved ~~unaudited~~capital ~~pro~~projects ~~forma~~will ~~condensed~~be ~~consolidated~~terminated; ~~combined~~(ii) the ~~financial~~rate ~~information~~of return that Jackalope Holdings will be entitled to receive with respect to a Series A Preferred Unit in connection with a redemption thereof, as described below, will be increased from 10% to 11% for the period starting January 1, 2024 (and the multiple applicable in the case of CMLP initiated redemptions increased from 1.10 to 1.11 for the ~~year~~period ~~ended~~until December 31, ~~2022~~2025); (~~the~~iii) ~~“Updated~~Jackalope ~~Pro~~Holdings’ ~~Forma~~right ~~Financial~~to ~~Information”).~~cause ~~The~~Niobrara ~~Updated~~to ~~Pro~~effect ~~Forma~~a ~~Financial~~sale ~~Information~~will ~~updates~~be ~~and~~tolled ~~supplements~~for ~~the~~two ~~unaudited~~years ~~pro~~until ~~forma~~after ~~condensed~~December 31, ~~consolidated~~2025; ~~combined~~(iv) ~~financial~~the ~~information~~quarterly distribution payable in respect of ~~CMLP~~the ~~and~~Series ~~related~~A ~~disclosures~~Preferred ~~contained~~Units inwill ~~Exhibit~~be 99increased from $00.1025 to ~~the~~$00.0275 ~~September~~commencing ~~2022~~January 1, ~~Form~~2024; ~~8-K.~~(v) Tothe 115% premium on the ~~extent~~price ~~that~~per ~~information~~Series A Preferred Unit applicable in ~~this~~the ~~Current~~event ~~Report~~that onNiobrara ~~Form~~undergoes ~~8-K~~a ~~differs~~change ~~from~~of orcontrol ~~updates~~will ~~information~~be ~~contained~~extended infor ~~the~~two ~~September~~additional ~~2022~~years ~~Form~~until ~~8-K~~December 28, 2024; and (vi) the ~~information~~right inof ~~this~~CMLP ~~Current~~and ~~Report~~Jackalope Holdings to receive quarterly distributions of 100% of Niobrara’s available cash, on ~~Form~~a ~~8-K~~pro ~~shall~~rata ~~supersede~~basis or(with ~~supplement~~Jackalope ~~the~~Holdings’ ~~information~~share inreduced ~~the~~by ~~September~~any ~~2022~~distributions ~~Form~~paid ~~8-K~~to it), until Jackalope Holdings has received an amount required to provide it a certain rate of return will be tolled for two years until after December 31, 2025.

~~The~~At ~~Updated~~any ~~Pro~~time ~~Forma~~following ~~Financial~~(i) if ~~Information~~the ~~included~~Special inPartial ~~this~~Redemption ~~Current~~has ~~Report~~not onoccurred, ~~Form~~December 31, ~~8-K~~2022, and (ii) if the Special Partial Redemption has ~~been~~occurred, ~~presented~~December 31, 2024, subject to certain conditions, CMLP may cause Niobrara to redeem all of the outstanding Series A Preferred Units for ~~informational~~a ~~purposes~~price ~~only~~equal to an agreed multiple of the sum of $1.00 Itplus ~~does~~any ~~not~~additional ~~purport~~amount necessary for Jackalope Holdings to ~~represent~~achieve a certain rate of return with respect to each Series A Preferred Unit so redeemed, which amount may be payable at the ~~actual~~option ~~results~~of CMLP by: (i) paying cash, (ii) issuing CEQP common units (“CEQP Units”) or (iii) redeeming all of ~~operations~~the then-outstanding Series A Preferred Units using the cash proceeds of the sale of some or all of the operating assets of Niobrara, and to the extent the proceeds from such sale are less than the determined redemption price, issuing CEQP Units. Such election is subject to certain restrictions, including that the options set forth in clause (ii) and, if the sale described in clause (iii) is not of all or substantially all of the assets of Niobrara to a person that is not an affiliate of either of CMLP ~~would~~or ~~have~~Jackalope ~~achieved~~Holdings, ~~had~~clause (iii) above shall not be available if the ~~Transactions~~aggregate value of the CEQP Units issued to Jackalope Holdings in such and previous redemptions exceeds (a) $100 million, if the Special Partial Redemption has not occurred, onand ~~January~~(b) 1if the Special Partial Redemption has occurred, ~~2022~~$41.4 million, and isthat ~~not~~the ~~intended~~number of CEQP Units issued pursuant to ~~project~~such election shall not exceed the ~~future~~total ~~results~~number of ~~operations~~preferred units issued to Jackalope Holdings that ~~CMLP~~are ~~may~~then ~~achieve~~outstanding. asNotwithstanding athe ~~result~~foregoing, upon notification of such pending redemption, Jackalope Holdings can elect to have all of its Series A Preferred Units, all of its Series A-2 Preferred Units or all of its Series A-3 Preferred Units converted into Niobrara common units by providing written notice to CMLP and CMLP shall redeem the ~~Transactions~~remaining Series A Preferred Units not converted.

At any time following (i) if the Special Partial Redemption has not occurred, December 31, 2022, and (ii) if the Special Partial Redemption has occurred, December 31, 2024, subject to certain conditions, CMLP may cause Niobrara to redeem all of the outstanding Series A-3 Preferred Units for a price equal to an agreed multiple of the sum of $1.00 plus any additional amount necessary for Jackalope Holdings to achieve a certain rate of return with respect to each Series A-3 Preferred Unit so redeemed, which amount may be payable at the option of CMLP by: (i) paying cash or (ii) issuing CEQP Units. Such election is subject to certain restrictions, including that the option set forth in clause (ii) above shall not be available if the aggregate value of the CEQP Units issued to Jackalope Holdings in such and previous redemptions exceeds (a) $100 million, if the Special Partial Redemption has not occurred, and (b) if the Special Partial Redemption has occurred, $41.4 million, and that the number of CEQP Units issued pursuant to such election shall not exceed the total number of preferred units issued to Jackalope Holdings that are then outstanding. Notwithstanding the foregoing, upon notification of such pending redemption, Jackalope Holdings can elect to have all of its Series A Preferred Units converted into Niobrara common units by providing written notice to CMLP.

Pursuant to the terms of the Crestwood Niobrara Company Agreement, on or after January 1, 2024 until on or before January 5, 2024, CMLP may elect to cause Niobrara to consummate the Special Partial Redemption. If CMLP elects to cause Niobrara to consummate the Special Partial Redemption, it shall provide written notice and its calculation of the price to be paid for the Series A Preferred Units to Jackalope Holdings not less than three days prior to January 1, 2024 specifying the date on which the Special Partial Redemption will be consummated.

At any time following (i) if the Special Partial Redemption has not occurred, January 6, 2024, or (ii) if the Special Partial Redemption has occurred, December 31, 2025, subject to certain conditions, Jackalope Holdings may elect to cause Niobrara to redeem some or all of the then-outstanding Series A Preferred Units for a price equal to the sum of $1.00 plus any additional amount necessary for Jackalope Holdings to achieve a certain rate of return with respect to each Series A Preferred Unit so redeemed, which amount may be payable at the option of CMLP by: (i) cash, (ii) acquiring some or all of the then-outstanding Series A Preferred Units by the issuance to Jackalope Holdings of CEQP Units or (iii) redeeming all of the then-outstanding Series A Preferred Units using (A) the proceeds of a sale involving the sale, transfer or other disposition of all or substantially all of the interests or assets of Niobrara to any person who is not an affiliate of its members, and (B) to the extent such proceeds are less than the determined redemption price, the issuance to Jackalope Holdings of a number of CEQP Units. Such election is subject to certain restrictions, among others that the option set forth in clause (ii) above shall not be available if the aggregate value of the CEQP Units issued to Jackalope Holdings in such and previous redemptions exceeds (a) $100 million, if the Special Partial Redemption has not occurred, and (b) if the Special Partial Redemption has occurred, $41.4 million, and that the number of CEQP Units issued pursuant to such election shall not exceed the total number of preferred units issued to Jackalope Holdings that are then outstanding.

At any time (i) if the Special Partial Redemption has not occurred, after December 31, 2020 but prior to December 31, 2023, or (ii) if the Special Partial Redemption has occurred, after December 31, 2022 but prior to December 31, 2025, subject to certain conditions, Jackalope Holdings may elect to cause Niobrara to convert all of the then-outstanding Series A Preferred Units into an aggregate number of Niobrara common units that, following such conversion, shall equal up to 50% of the outstanding Niobrara common units as of immediately following such conversion. At any time (i) if the Special Partial Redemption has not occurred, after December 31, 2023, or (ii) if the Special Partial Redemption has occurred, after December 31, 2025, subject to certain conditions, Jackalope Holdings may elect to cause Niobrara to convert some or all of the then-outstanding Series A Preferred Units into an aggregate number of Niobrara common units that, following such conversion, shall equal up to 50% of the outstanding Niobrara common units as of immediately following such conversion.

Pursuant to the terms of the Crestwood Niobrara Company Agreement, CMLP will serve as the managing member of Niobrara. However, certain actions require the consent of Jackalope Holdings.

The foregoing description of the Crestwood Niobrara Company Agreement is intended to be general in nature and is qualified by the full text of the Crestwood Niobrara Company Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits

(b) Pro Forma Financial Information.

The following unaudited pro forma condensed consolidated combined financial information of CMLP for the year ended December 31, 2022 attached as Exhibit 99.1 hereto:

• Unaudited Pro Forma Condensed Consolidated Combined Statement of Operations for the Year Ended December 31, 2022; and

• Notes to Unaudited Pro Forma Condensed Consolidated Combined Statement of Operations.

(d) Exhibits.

ExhibitNumber		Description
Exhibit Number		Description
99.1		Unaudited pro forma condensed consolidated combined financial information of CMLP for the year ended December 31, 2022
10.1*		Fourth Amended and Restated Limited Liability Company Agreement of Crestwood Niobrara LLC effective as of July 25, 2023
104		Cover Page Interactive Data File. (The cover page XBRL tags are embedded within the ~~Inline~~inline XBRL document (contained in Exhibit 101)

*	Exhibits to this Exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby undertakes to furnish supplemental copies of any of the omitted exhibits upon request by the SEC.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CRESTWOOD MIDSTREAM PARTNERS LP By: Crestwood Midstream GP LLC, its General Partner By: /s/ Steven Dougherty Steven Dougherty Executive Vice President and Chief Accounting Officer


	CRESTWOOD MIDSTREAM PARTNERS LP

	By:	Crestwood Midstream GP LLC, its General Partner

Date: July 27, 2023	By:	/s/ John Black
		John Black
		Executive Vice President and Chief Financial Officer

Dated: April 4, 2023

Filing Compare · Crestwood Midstream Partners LP