Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(b) Departure of Directors
As previously disclosed, on July 14, 2022, Samantha F. Holroyd and Paul J. Korus
were appointed to the board of directors (the "Board") of Crestwood Equity GP
LLC, a Delaware limited liability company (the "General Partner") and the
general partner of Crestwood Equity Partners LP, a Delaware limited partnership
(the "Partnership"), pursuant to that certain Director Nomination Agreement (the
"Oasis Nomination Agreement"), dated as of February 1, 2022, by and among the
Partnership, the General Partner and Chord Energy Corporation (NASDAQ: CHRD)
(f/k/a Oasis Petroleum Inc.) ("Chord").
On September 15, 2022, in connection with the closing of the previously
disclosed registered secondary offering of 11,400,000 common units representing
limited partner interests of the Partnership ("Common Units") held by certain
subsidiaries of Chord (the "Selling Unitholders") and the repurchase by the
Partnership of 4,600,000 Common Units from one of the Selling Unitholders,
Ms. Holroyd and Mr. Korus resigned from the Board effective immediately and in
accordance with the terms of the Oasis Nomination Agreement. Following the
Selling Unitholders' disposition of 16,000,000 Common Units, Chord and its
affiliates' ownership decreased to approximately 4.8% of Common Units
outstanding, resulting in Chord ceasing to have any rights to designate a
director for nomination under the Oasis Nomination Agreement.
The resignations of Ms. Holroyd and Mr. Korus are not the result of any
disagreement with the General Partner or the Partnership regarding any matter
related to the operations, policies or practices of the General Partner or the
Partnership.
(d) Appointment of Directors
On September 15, 2022, pursuant to that certain Director Nomination and Voting
Support Agreement (the "First Reserve Nomination Agreement"), dated as of
July 11, 2022, by and among the Partnership, the General Partner and FR XIII
Crestwood Permian Basin Holdings LLC, Gary D. Reaves, a current employee of
First Reserve, was appointed to the Board of the General Partner, effective
immediately. Mr. Reaves was appointed to serve on the Finance Committee of the
Board.
Gary D. Reaves is a Managing Director at First Reserve, which he joined in 2006.
Prior to joining First Reserve, he held roles in the Global Energy Group at UBS
Investment Bank and Howard Frazier Barker Elliott, Inc.
Mr. Reaves will receive no cash compensation for his service on the Board, but
he will receive equity compensation in accordance with the Partnership's
compensation policy for non-employee directors as described in the Partnership's
Definitive Proxy Statement on Schedule 14A filed with the United States
Securities and Exchange Commission on March 31, 2022. Other than with respect to
the First Reserve Nomination Agreement, there are no arrangements or
understandings between Mr. Reaves and any other person pursuant to which
Mr. Reaves was appointed to the Board, and there are no relationships between
Mr. Reaves and the Partnership that would require disclosure under Item 404(a)
of Regulation S-K of the Securities Exchange Act of 1934, as amended.
Pursuant to the Sixth Amended and Restated Agreement of Limited Partnership of
the Partnership, Mr. Reaves will be fully indemnified for actions associated
with being a director to the extent permitted under the Delaware Revised Uniform
Limited Partnership Act. Mr. Reaves has entered into an indemnification
agreement with the Partnership pursuant to which, among other things, the
Partnership will indemnify the new director for actions associated with being a
director.
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