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EX-10.1 - EX-10.1 - Crestwood Midstream Partners LP | h79882aexv10w1.htm |
EX-2.1 - EX-2.1 - Crestwood Midstream Partners LP | h79882aexv2w1.htm |
EX-99.2 - EX-99.2 - Crestwood Midstream Partners LP | h79882aexv99w2.htm |
8-K - FORM 8-K - Crestwood Midstream Partners LP | h79882ae8vk.htm |
Exhibit 99.1
N e w s R e l e a s e CRESTWOOD MIDSTREAM PARTNERS LP 717 Texas Avenue, Suite 3150 Houston, TX 77002 www.crestwoodlp.com |
Crestwood Midstream Partners LP to Acquire
Gathering, Processing and Treating Assets in the Fayetteville Shale
and Granite Wash
Gathering, Processing and Treating Assets in the Fayetteville Shale
and Granite Wash
HOUSTON, TEXAS, February 18, 2011 Crestwood Midstream Partners LP (NYSE: CMLP) (Crestwood
LP or the Partnership) announced today that it has signed a definitive agreement to acquire
midstream assets in the Fayetteville Shale and the Granite Wash plays from Frontier Gas Services,
LLC (Frontier), which is headquartered in Tulsa, Oklahoma, for approximately $338 million, with
an additional $15 million to be paid to Frontier if certain operational objectives are met within
six-months of the closing date. Crestwood LP expects to finance the purchase through a combination
of equity and debt as described below. Subject to regulatory approval, the transaction is expected
to close in the second quarter of 2011 and is expected to be immediately accretive to the
Partnerships distributable cash flow per limited partner (LP) unit.
The Frontier Fayetteville assets consist of approximately 127 miles of high pressure and low
pressure gathering pipelines with capacity of approximately 510 million cubic feet per day
(MMcf/d), treating capacity of approximately 165 MMcf/d and approximately 35,000 hp of
compression. The Fayetteville systems interconnect with multiple interstate pipelines which serve
the Fayetteville Shale and are supported by long-term, fixed-fee contracts with blue chip producers
who have dedicated approximately 100,000 acres in the core of the Fayetteville Shale to Frontier.
The Frontier Granite Wash assets currently consist of a 28 mile pipeline system and a 36 MMcf/d
cryogenic processing plant in the Texas Panhandle. The Granite Wash area has emerged as a highly
economic liquids-rich natural gas play with active drilling programs by area producers. The Granite
Wash assets are supported by long-term contracts with producers which have substantial Texas
Panhandle area drilling programs underway. Crestwood LP plans to install a second processing plant
with 60 MMcf/d of capacity that is expected to be in service by the end of 2011 to provide
additional capacity to support growth in volumes from this region.
We are pleased to announce this transaction and execute on our strategy to grow and diversify the
Partnership following our purchase of the general partner and our Barnett Shale midstream business
in October 2010, said Robert G. Phillips, President and Chief Executive Officer of Crestwood LPs
general partner. The Frontier acquisition significantly expands the size and scope of the
Partnership by adding high quality, infrastructure assets in two prolific unconventional resource
plays that will provide Crestwood LP with additional fee-based revenues supported by long-term
acreage dedications with visible organic growth opportunities.
-more-
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Following this acquisition, Crestwood LP will be uniquely positioned as a predominantly shale play
midstream service provider in three world class basins, the Barnett Shale play in North Texas, the
Fayetteville Shale play in Arkansas and the Granite Wash play in the Texas Panhandle, Phillips
added. With an expanded footprint, Crestwood LP will have substantial organic growth opportunities
in both the Fayetteville Shale and the Granite Wash areas. In the Fayetteville area, volume growth
through 2012 is supported by drilling activity necessary for producers to hold leases by
production; and in the Granite Wash area, producers drilling economics are benefitting from
improved crude oil and natural gas liquids prices.
Crestwood LP expects to finance the equity portion of the purchase price through a private
placement transaction with institutional investors who have agreed to acquire approximately 6.2
million units of new Class C limited partner interests, to be issued by Crestwood LP at a price of
$24.50 per unit resulting in gross proceeds to the Partnership of approximately $153 million. The
Class C units will be substantially similar in all respects to Crestwood LPs existing common
units, representing limited partner interests, except that Crestwood LP may elect to pay
distributions in respect of the Class C units through the issuance of additional Class C units
rather than cash. The Class C units will convert into common units on a one-for-one basis on the
second anniversary of the closing date of the Frontier acquisition.
Crestwood LP has obtained a commitment from UBS Loan Finance LLC, BNP Paribas, Royal Bank of Canada
and Royal Bank of Scotland plc for a senior unsecured bridge facility of up to $200 million that
will be available to finance the remainder of the Frontier acquisition. Prior to the closing of
the acquisition, Crestwood LP plans to raise cash through the issuance of long term debt rather
than utilize the bridge facility.
With the commitments received for the issuance of the Class C units, we have eliminated the need
to access the equity capital markets to finance this acquisition, Phillips added. The option to
pay distributions through the issuance of additional Class C units rather than cash provides us
with additional financial flexibility as volumes in the Fayetteville Shale are expected to increase
over the next two years. With forecasted organic growth, the acquisition is expected to be
accretive for the next two years, assuming no cash distributions are paid on the Class C
pay-in-kind partnership units, and further positions the Partnership to provide meaningful
long-term distribution growth to its unit holders, even after giving effect to the conversion of
the Class C units into LP units in 2013, continued Phillips.
Barclays Capital acted as sole placement agent to Crestwood on the private placement of the Class C
units.
Crestwood LPs executive management will host a conference call on Tuesday, February 22, 2011, at
9:00 a.m. Central Time. To access the live Webcast of the call, go to the Investor Relations
section of Crestwood LPs internet site at www.crestwoodlp.com 10 minutes prior to
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its start. Interested parties may participate in the call by dialing 877-419-6591 and entering
passcode 5519843. A replay will be archived and available at this link for 30 days, and the replay
may also be accessed by dialing 888-203-1112 and entering passcode 5519843.
About Crestwood Midstream Partners LP
Houston, Texas-based Crestwood LP is a growth-oriented, midstream master limited partnership which
owns and operates 100% fee-based gathering, processing, treating and compression assets servicing
natural gas producers in the Barnett Shale geologic formation in the Fort Worth Basin of North
Texas. For more information about Crestwood LP, visit www.crestwoodlp.com.
About Crestwood Holdings Partners, LLC
Houston, Texas-based Crestwood Holdings is a private energy company formed by affiliates of First
Reserve Corporation, a leading private equity fund manager with extensive investments in the energy
industry, and Crestwood management to pursue the acquisition and development of North American
midstream assets and businesses. The company will utilize managements extensive industry
experience and relationships to enable its growth through the acquisition of strategic assets, the
recruitment of experienced midstream personnel and investment in midstream organic infrastructure
projects. For more information about Crestwood Holdings, visit www.crestwoodgp.com.
Forward-Looking Statements
The statements in this news release regarding future events, occurrences, circumstances,
activities, performance, outcomes and results are forward-looking statements. Although these
statements reflect the current views, assumptions and expectations of Crestwood LPs management,
the matters addressed herein are subject to numerous risks and uncertainties which could cause
actual activities, performance, outcomes and results to differ materially from those indicated.
Such forward-looking statements include, but are not limited to, statements about the benefits of
the business combination transaction involving Crestwood Holdings and Crestwood LP, including
future financial and operating results, the combined companys plans, objectives, expectations and
intentions and other statements that are not historical facts. Factors that could result in such
differences or otherwise materially affect Crestwood LPs financial condition, results of
operations and cash flows include: changes in general economic conditions; fluctuations in natural
gas prices; failure or delays by our customers in achieving expected production natural gas
projects; competitive conditions in our industry; actions taken or non-performance by third
parties, including suppliers, contractors, operators, processors, transporters and customers;
fluctuations in the value of certain of our assets and liabilities; changes in the availability and
cost of capital; operating hazards, natural disasters, weather-related delays, casualty losses and
other matters beyond our control; construction costs or capital expenditures
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exceeding estimated or budgeted amounts; the effects of existing and future laws and governmental
regulations, including environmental and climate change requirements; and the effects of existing
and future litigation; as well as other factors disclosed in Crestwood LPs filings with the
Securities and Exchange Commission. You should read our filings with the U.S. Securities and
Exchange Commission, including our Annual Report on Form 10-K for the year ended December 31, 2009
and our subsequently filed Quarterly Reports on Form 10-Q, for a more extensive list of factors
that could affect results.
In addition, there are significant risks and uncertainties relating to our pending acquisition of
the midstream assets of Frontier and, if we acquire such assets, our ownership of them, including
(a) the acquisition may not be consummated, (b) the representations, warranties, and
indemnifications by Frontier are limited in the acquisition agreement and our diligence into the
business has been limited; as a result, the assumptions on which our estimates of future results of
the business have been based may prove to be incorrect in a number of material ways, resulting in
our not realizing the expected benefits of the acquisition and our having limited recourse against
Frontier, (c) financing the acquisition will substantially increase our leverage, (d) we may not be
able to obtain debt financing for the acquisition on expected or acceptable terms, which would
require us to draw on the committed bridge and make the acquisition less accretive, (e) the closing
of the acquisition is not subject to a financing condition and our bridge does not backstop the
equity portion of our purchase price or our equity commitments, which means we may be obligated to
close the acquisition even if we do not have sufficient funds available to pay the purchase price,
(f) the acquisition could expose us to additional unknown and contingent liabilities, (g) we may
not be able to successfully integrate the business, or our cost savings and other synergies from
the transaction may not be fully realized or may take longer to realize than expected, and (h) we
may experience disruption from the transaction making it more difficult to maintain relationships
with customers, employees or suppliers. The forward-looking statements included in this news
release are made only as of the date of this news release, and we undertake no obligation to update
any of these forward-looking statements to reflect subsequent events or circumstances except to the
extent required by applicable law. We undertake no obligation to revise our forward-looking
statements to reflect events or circumstances occurring after todays date.
Investor Contact:
Mark Stockard
832-519-2207
mstockard@crestwoodlp.com
832-519-2207
mstockard@crestwoodlp.com
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