Item 2.02 Results of Operations and Financial Condition.
On
The full text of the press release is included as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 2.02 by reference.
In accordance with General Instruction B.2 of Form 8-K, the information furnished pursuant to Item 2.02 and the press release attached hereto as Exhibit 99.1 shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 7.01 Regulation FD Disclosure.
On
The full text of the joint press release is included as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated into this Item 7.01 by reference.
In accordance with General Instruction B.2 of Form 8-K, the information furnished pursuant to Item 7.01 and the joint press release attached hereto as Exhibit 99.2 shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical facts, included in this Current Report on Form 8-K that address activities, events or developments that the Partnership expects, believes or anticipates will or may occur in the future are forward-looking statements. Without limiting the generality of the foregoing, forward-looking statements contained in this Current Report on Form 8-K specifically include the expectations of plans, strategies, objectives and anticipated financial and operating results of the Partnership, including the Partnership's capital expenditure levels and other guidance included in this Current Report on Form 8-K, as well as the impact of the novel
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coronavirus 2019 ("COVID-19") pandemic on the Partnership's operations. These
statements are based on certain assumptions made by the Partnership based on
management's experience and perception of historical trends, current conditions,
anticipated future developments and other factors believed to be appropriate.
Such statements are subject to a number of assumptions, risks and uncertainties,
many of which are beyond the control of the Partnership, which may cause actual
results to differ materially from those implied or expressed by the
forward-looking statements. These include, but are not limited to, risks that
the proposed transaction may not be consummated or the benefits contemplated
therefrom may not be realized, the ability to obtain requisite regulatory and
unitholder approval and the satisfaction of the other conditions to the
consummation of the proposed transaction, the ability of Crestwood to
successfully integrate the Partnership's operations and employees and realize
anticipated synergies and cost savings, the potential impact of the announcement
or consummation of the proposed transaction on relationships, including with
employees, suppliers, customers, competitors and credit rating agencies, changes
in crude oil and natural gas prices, developments in the global economy,
particularly the public health crisis related to the COVID-19 pandemic and the
adverse impact thereof on demand for crude oil and natural gas, the outcome of
government policies and actions, including actions taken to address the COVID-19
pandemic and to maintain the functioning of national and global economies and
markets, the impact of the Partnership's actions to protect the health and
safety of employees, vendors, customers, and communities, weather and
environmental conditions, the timing of planned capital expenditures,
availability of acquisitions, uncertainties in estimating proved reserves and
forecasting production results of the Partnership's customers, operational
factors affecting the commencement or maintenance of producing wells of the
Partnership's customers, the condition of the capital markets generally, as well
as the Partnership's ability to access them, and uncertainties regarding
environmental regulations or litigation and other legal or regulatory
developments affecting the Partnership's business and other important factors
that could cause actual results to differ materially from those projected as
described in the Partnership's reports filed with the
No Offer or Solicitation
This communication relates to the proposed transaction between the Partnership and Crestwood. This communication is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, in any jurisdiction, pursuant to the proposed transaction or otherwise, nor shall there be any sale, issuance, exchange or transfer of the securities referred to in this document in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Additional Information and Where You Can Find It
In connection with the proposed transaction, Crestwood will file a registration
statement on Form S-4, including a preliminary consent statement/prospectus for
the unitholders of the Partnership with the
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Participants in the Solicitation
Crestwood, the Partnership and their respective directors, executive officers
and general partners, and
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit Number Description 99.1 Press Release, datedOctober 26, 2021 . 99.2 Joint Press Release, datedOctober 26, 2021 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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