Attached files
file | filename |
---|---|
EX-99.1 - EX-99.1 - Crestwood Midstream Partners LP | h78834exv99w1.htm |
EX-99.2 - EX-99.2 - Crestwood Midstream Partners LP | h78834exv99w2.htm |
EX-99.3 - EX-99.3 - Crestwood Midstream Partners LP | h78834exv99w3.htm |
EX-23.1 - EX-23.1 - Crestwood Midstream Partners LP | h78834exv23w1.htm |
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 14, 2011
CRESTWOOD MIDSTREAM PARTNERS LP
(Exact name of registrant as specified in charter)
Delaware | 001-33631 | 56-2639586 | ||
(State of | (Commission File Number) | (IRS Employer | ||
Incorporation or | Identification No.) | |||
Organization) |
717 Texas Avenue, Suite 3150
Houston, TX 77002
(Address of principal executive offices) (Zip Code)
Houston, TX 77002
(Address of principal executive offices) (Zip Code)
(832) 519-2200
(Registrants telephone number, including area code)
(Registrants 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:
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Table of Contents
Item 8.01 Other Events
On January 8, 2010, Crestwood Midstream Partners LP (the Partnership) filed a Current Report
on Form 8-K to report, among other things, the closing of its acquisition of certain gas gathering
pipelines and related properties located in the Alliance Airport area of Tarrant and Denton
Counties, Texas, from an affiliate of Quicksilver Resources Inc. (Quicksilver), the previous
owner of our General Partner. These assets are referred to collectively as the Alliance Midstream
Assets and the acquisition as the Alliance Acquisition. At the time of the Alliance
Acquisition, the Alliance Midstream Assets consisted of a gathering system and a compression
facility with a total capacity of 115 MMcfd, an amine treating facility with capacity of 180 MMcfd
and a dehydration treating facility with capacity of 200 MMcfd. This system gathers natural gas
produced by customers and delivers it to unaffiliated pipelines for further transport downstream.
The consideration paid by the Partnership for the Alliance Acquisition consisted of $95.2 million
in cash, which was funded with borrowings from our credit facility. The purchase price was
subsequently reduced to $84.4 million due to a purchase price adjustment based on the timing of
construction costs of the system. The Board of Directors of our General Partner approved the
Alliance Acquisition, including the approval of the conflicts committee of the Board of Directors.
The Alliance Acquisition closed on January 6, 2010 with an effective date of December 1, 2009.
Due to Quicksilvers control of the Partnership through its ownership of the general partner
at the time of the Alliance Acquisition, the Alliance Acquisition is considered a transfer of net
assets between entities under common control. As a result, the Partnership is required to revise
its financial statements to include the activities of the Alliance Midstream Assets. As such,
Exhibits 99.1, 99.2, and 99.3 included in this Current Report on Form 8-K give retroactive effect
to the Alliance Acquisition as if the Partnership owned the Alliance Midstream Assets since August
8, 2008, the date which Quicksilver acquired the Alliance Midstream Assets.
References to defined terms used in Exhibits 99.1, 99.2 and 99.3 should be made to our
original Annual Report on Form 10-K for the year ended December 31, 2009 filed by the Partnership
with the SEC on March 15, 2010 (the 2009 Form 10-K). Certain definitions in the 2009 Form 10-K
are modified, the terms Quicksilver Gas Services LP and KGS now mean Crestwood Midstream
Partners LP and CMLP, and Quicksilver Gas Services GP LLC, the previous owner of our General
Partner, now means Crestwood Gas Services GP LLC.
The 2009 Form 10-K is revised by this Current Report on Form 8-K to reflect the Alliance
Acquisition as follows:
| The Selected Financial Data of the Partnership included herein on Exhibit 99.1 supersedes Item 6 in the 2009 Form 10-K. | ||
| The Managements Discussion and Analysis of Financial Condition and Results of Operations of the Partnership included herein on Exhibit 99.2 supersedes Item 7 in the 2009 Form 10-K. | ||
| The Consolidated Financial Statements and Selected Quarterly Data of the Partnership included herein on Exhibit 99.3 supersede Item 8 in the 2009 Form 10-K. |
Other than the revisions noted above, the additional disclosures regarding material trends and
uncertainties that may impact the financial results of the Partnership as described in the
Liquidity and Capital Resources section of Managements Discussion and Analysis of Financial
Condition included herein on Exhibit 99.2 and the disclosure of the subsequent sale of
Quicksilvers ownership interests in the Partnership to Crestwood Holdings Partners LLC on October
1, 2010 as described in the Explanatory Note included herein on Exhibit 99.3 of this Current Report
on Form 8-K, we have made no attempt to revise or update our 2009 Form 10-K for events occurring
after the original filing of the 2009 Form 10-K.
This Current Report on Form 8-K should be read in conjunction with the 2009 Form 10-K. Any
references herein to Item 6 of the 2009 Form 10-K refer to Exhibit 99.1, references herein to Item
7 of the 2009 Form 10-K refer to Exhibit 99.2, and references herein to Item 8 of the 2009 Form
10-K refer to Exhibit 99.3. From and after the date of this Current Report on Form 8-K, future
references to the Partnerships historical financial statements for periods ending on or before
December 31, 2009 should be made to this Current Report.
3
Table of Contents
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
23.1 | Consent of Deloitte & Touche LLP | ||
99.1 | Selected Financial Data | ||
99.2 | Managements Discussion and Analysis of Financial Condition and Results of Operations | ||
99.3 | Financial Statements and Supplementary Data |
4
Table of Contents
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 thereunto duly authorized.
CRESTWOOD MIDSTREAM PARTNERS LP |
||||
By: Crestwood Gas Services GP LLC, its general partner |
||||
Dated: January 14, 2011 | By: | /s/ William G. Manias | ||
William G. Manias | ||||
Senior Vice President and Chief Financial Officer | ||||
5
Table of Contents