Item 1.01 Entry into a Material Definitive Agreement.
On February 1, 2022 (the "Closing Date"), Oasis Midstream Partners LP (the
"Partnership") completed the transactions contemplated by that certain Agreement
and Plan of Merger, dated as of October 25, 2021 (the "Merger Agreement"), by
and among the Partnership, OMP GP LLC, a Delaware limited liability company and
the general partner of the Partnership (the "General Partner"), Crestwood Equity
Partners LP, a Delaware limited partnership ("Crestwood"), Project Phantom
Merger Sub LLC, a Delaware limited liability company and direct wholly owned
subsidiary of Crestwood ("GP Merger Sub"), Project Falcon Merger Sub LLC, a
Delaware limited liability company and direct wholly owned subsidiary of
Crestwood ("Merger Sub"), and, solely for the purposes of Section 2.1(a)(i) of
the Merger Agreement, Crestwood Equity GP LLC, a Delaware limited liability
company and the general partner of Crestwood ("Crestwood GP"). Pursuant to the
Merger Agreement, Merger Sub merged with and into the Partnership (the "LP
Merger"), with the Partnership surviving the LP Merger as a subsidiary of
Crestwood, and GP Merger Sub merged with and into the General Partner (the "GP
Merger" and, together with the LP Merger, the "Mergers"), with the General
Partner surviving the GP Merger as a wholly owned subsidiary of Crestwood.
Following the consummation of the LP Merger, on the Closing Date, (i) the
Partnership merged with and into Crestwood Midstream Partners LP, a Delaware
limited partnership and wholly owned subsidiary of Crestwood ("CMLP"), with CMLP
surviving the merger as the surviving partnership and (ii) OMP Finance Corp., a
Delaware corporation ("OMP Finance"), merged with and into Crestwood Midstream
Finance Corp., a Delaware corporation and wholly owned subsidiary of CMLP
("Crestwood Finance" and together with CMLP, the "Issuers") (the "Second
Mergers"). As of the effective time of the Second Mergers, CMLP, as the
surviving partnership, (i) assumed all of the Partnership's obligations under
its 8.000% Senior Notes due 2029 ("OMP Senior Notes") and the Indenture, dated
as of March 30, 2021 (the "OMP Indenture"), by and among the Partnership, OMP
Finance, the guarantors named therein and Regions Bank, as Trustee
(the "Trustee"), and (ii) entered into a First Supplemental Indenture to the OMP
Indenture (the "First Supplemental Indenture"), by and among CMLP, as successor
issuer to the Partnership, Crestwood Finance, as successor issuer to OMP
Finance, the guarantors party thereto and the Trustee.
Master Amendment to Commercial Agreements
. . .
Item 1.02 Termination of a Material Definitive Agreement.
On February 1, 2022, in connection with the closing of the Mergers and pursuant
to the terms of the Merger Agreement, the Partnership terminated the agreements
described below:
Credit Agreement
On September 25, 2017, in connection with the closing of the Partnership's
initial public offering (the "IPO"), the Partnership entered into a Credit
Agreement (the "Credit Agreement") for a revolving credit facility among the
Partnership, as parent, OMP Operating, as borrower, and Wells Fargo Bank, N.A.,
as the administrative agent, swingline lender and letter of credit issuer, and a
syndicate of lenders, as subsequently amended by that certain First Amendment to
the Credit Agreement, dated as of August 27, 2018, that certain Second Amendment
to the Credit Agreement, dated as of May 6, 2019, that certain Third Amendment
to the Credit Agreement, dated as of August 16, 2019, and that certain Fourth
Amendment, dated as of March 22, 2021 (as amended, the "Revolving Credit
Facility"). The Revolving Credit Facility was set to mature no earlier than
September 30, 2024 and, as of September 30, 2021, the Partnership had
$450.0 million in commitments under the Revolving Credit Facility.
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Contribution and Simplification Agreement
On March 22, 2021, the Partnership entered into a Contribution and
Simplification Agreement (the "Contribution and Simplification Agreement") with
OMS Holdings LLC ("OMS Holdings"), OMS, the General Partner, OMP Operating, OMP
DevCo Holdings Corp., Beartooth DevCo LLC ("Beartooth DevCo"), Bobcat DevCo LLC
("Bobcat DevCo"), OMS Holdings Merger Sub LLC, a wholly owned subsidiary of OMS
Holdings, and for limited purposes set forth therein, Oasis Petroleum, pursuant
to which, among other things, Oasis Petroleum contributed its remaining
interests in Beartooth DevCo and Bobcat DevCo to the Partnership and the
Partnership's incentive distribution rights were eliminated. The transactions
contemplated by the Contribution and Simplification Agreement were consummated
on March 30, 2021. The Contribution and Simplification Agreement also
implemented, among other things, a right of first refusal in favor of the
Partnership with respect to the midstream opportunities in the Painted Woods and
City of Williston operating areas of Oasis Petroleum.
Omnibus Agreement
On September 25, 2017, in connection with the closing of the IPO, the
Partnership entered into an Omnibus Agreement, by and among the Partnership,
Oasis Petroleum, Oasis Petroleum LLC, OMS Holdings, OMS, the General Partner and
. . .
Item 2.01 Completion of Acquisition or Disposition of Assets.
The information set forth in Item 1.01 of this Current Report on Form 8-K is
incorporated herein by reference into this Item 2.01.
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On the Closing Date: (i) 6,520,944 common units representing limited partner
interests in the Partnership ("Partnership Common Units") issued and outstanding
immediately prior to the effective time of the Mergers (the "Effective Time")
and owned by OMS Holdings (such Partnership Common Units, the "Sponsor Cash
Units"), were converted into the right to receive $150,000,000 in cash in the
aggregate and each other Partnership Common Unit issued and outstanding
immediately prior to the Effective Time owned by Oasis Petroleum or its
subsidiaries (other than the Partnership) (together with the Sponsor Cash Units,
the "Sponsor Units") was converted into the right to receive 0.7680 common units
representing limited partner interests in Crestwood ("Crestwood Common Units");
(ii) each Partnership Common Unit issued and outstanding immediately prior to
the Effective Time (other than the Sponsor Units) was converted into the right
to receive 0.8700 (the "Public Holder Exchange Ratio") Crestwood Common Units;
and (iii) all of the limited liability company interests of the General Partner
issued and outstanding as of immediately prior to the Effective Time were
converted into the right to receive $10,000,000 in cash in the aggregate.
On the Closing Date, each award of restricted units that corresponded to
Partnership Common Units, vested or unvested (each, a "Partnership Restricted
Unit Award"), that was outstanding immediately prior to the Effective Time,
automatically became fully vested and, without any action on the part of the
Partnership, Crestwood or the holder thereof, was cancelled and converted into a
right to receive a number of unrestricted Crestwood Common Units equal to the
product obtained by multiplying the number of Partnership Common Units subject
to such Partnership Restricted Unit Award immediately prior to the Effective
Time by the Public Holder Exchange Ratio, rounded up or down to the nearest
whole Crestwood Common Unit and less any units withheld to satisfy any tax
withholding obligations.
The foregoing summary of the Merger Agreement and Mergers does not purport to be
complete and is subject to, and is qualified in its entirety by, the full text
of the Merger Agreement, which is filed as Exhibit 2.1 to the Partnership's
Current Report on Form 8-K filed with the SEC on October 28, 2021 and
incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
Pursuant to the First Supplemental Indenture, (i) the Issuers assumed all of the
Partnership's and OMP Finance's respective obligations under the OMP Senior
Notes and the OMP Indenture and (ii) added certain guarantors named in the First
Supplemental Indenture.
Pursuant to the OMP Indenture, as supplemented by the First Supplemental
Indenture (the "Indenture"), interest on the OMP Notes accrues at a rate of
8.000% per annum on the outstanding principal amount thereof from March 30,
2021, payable semi-annually on April 1 and October 1 of each year. The OMP Notes
will mature on April 1, 2029.
The OMP Notes are the Issuers' senior unsecured obligations and rank equally in
right of payment with all of the Issuers' future senior unsecured indebtedness
and senior in right of payment to any of the Issuers' future subordinated
indebtedness. The Guarantors (as defined in the Indenture) are guaranteeing the
OMP Notes pursuant to the Indenture. All of CMLP's future restricted
subsidiaries that either guarantee any of the Issuers' or a Guarantor's other
indebtedness or are classified as domestic restricted subsidiaries under the
Indenture and are obligors with respect to certain other debt will also
guarantee the OMP Notes. The guarantees rank equally in right of payment with
all of the future senior unsecured indebtedness of such Guarantor and senior in
right of payment to any future subordinated indebtedness of such Guarantor. The
OMP Notes and the guarantees are effectively subordinated to all of the Issuers'
and the Guarantors' secured indebtedness (including all borrowings and other
obligations under CMLP's revolving credit facility) to the extent of the value
of the collateral securing such indebtedness, and will be structurally
subordinated to all indebtedness and other liabilities, including trade
payables, of any of CMLP's subsidiaries that do not guarantee the OMP Notes
(other than liabilities owed to CMLP).
The Issuers may on any one or more occasions redeem some or all of the OMP Notes
at any time on or after April 1, 2024 at the redemption prices listed in the
Indenture. Prior to April 1, 2024, the Issuers may on any one or more occasions
redeem all or a portion of the OMP Notes at a price equal to 100% of the
principal amount of the OMP Notes plus a "make-whole" premium and accrued and
unpaid interest to the redemption date. In addition, any time prior to April 1,
2024, the Issuers may on any one or more occasions redeem OMP Notes in an
aggregate principal amount not to exceed 40% of the aggregate principal amount
. . .
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
In connection with the consummation of the LP Merger, The NASDAQ Stock Market
LLC ("NASDAQ") was notified that each outstanding Partnership Common Unit was
converted into the right to receive the merger consideration described in Item
2.01 above, subject to the terms and conditions of the Merger Agreement. The
Partnership requested that NASDAQ file a notification of removal from listing on
Form 25 with the SEC with respect to the delisting of the Partnership Common
Units. The Partnership Common Units ceased being traded following the close of
trading on January 31, 2022 and will no longer be listed on NASDAQ. Furthermore,
the Partnership intends to file with the SEC a Form 15 requesting that the
reporting obligations of the Partnership under Sections 13(a) and 15(d) of the
Exchange Act be suspended.
Item 3.03 Material Modification to Rights of Security Holders
The information set forth in Items 1.01, 2.01, 3.01 and 5.01 of this Current
Report on Form 8-K is incorporated herein by reference into this Item 3.03.
LP Merger
In connection with the LP Merger, at the Effective Time: (i) 6,520,944
Partnership Common Units held by OMS Holdings were converted into the right to
receive $150,000,000 in cash in the aggregate and each other Partnership Common
Unit owned by Oasis Petroleum or its subsidiaries (other than the Partnership)
issued and outstanding immediately prior to the Effective Time was converted
into the right to receive 0.7680 Crestwood Common Units; and (ii) each
Partnership Common Unit (other than those described in (i)) issued and
outstanding immediately prior to the Effective Time was converted into the right
to receive 0.8700 Crestwood Common Units.
GP Merger
In connection with the GP Merger, at the Effective Time: (i) all of the limited
liability company interests of the General Partner issued and outstanding as of
immediately prior to the Effective Time were converted into the right to receive
$10,000,000 in cash in the aggregate; and (ii) Crestwood was admitted as the
sole member of the General Partner.
Treatment of Partnership Equity Awards
Each Partnership Restricted Unit Award that was outstanding immediately prior to
the Effective Time automatically became fully vested and, without any action on
the part of the Partnership, Crestwood or the holder thereof, was cancelled and
converted into a right to receive a number of unrestricted Crestwood Common
Units equal to the product obtained by multiplying the number of Partnership.
--------------------------------------------------------------------------------
Common Units subject to such Partnership Restricted Unit Award immediately prior
to the Effective Time by the Public Holder Exchange Ratio, rounded up or down to
the nearest whole Crestwood Common Unit and less any units withheld to satisfy
tax withholding obligations.
Item 5.01. Changes in Control of Registrant.
The information set forth in Items 1.01, 2.01, 3.03 and 5.02 of this Current
Report on Form 8-K is incorporated herein by reference into this Item 5.01.
As a result of the Mergers, a change in control of the Partnership occurred on
February 1, 2022, and each of the Partnership and the General Partner became a
direct wholly owned subsidiary of Crestwood. As a result of the Second Mergers,
the Partnership and the General Partner ceased to exist.
Crestwood's sources of funds for the cash portions of the merger consideration
described in Item 2.01 above included cash on hand and borrowings under
Crestwood's existing credit facility.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
The information set forth in Items 1.01 and 2.01 of this Current Report on Form
8-K is incorporated herein by reference into this Item 5.02.
At the Effective Time of the Mergers and pursuant to the terms of the Merger
Agreement, each of Taylor L. Reid, Michael H. Lou, Nickolas J. Lorentzatos,
Richard N. Robuck, Daniel Brown, Matthew Fitzgerald, Phillip D. Kramar, and
Harry N. Pefanis ceased to serve as officers and directors of the General
Partner.
Effective immediately after the Effective Time of the Mergers, (i) Robert G.
Phillips was appointed as the Chairman, President and Chief Executive Officer of
the General Partner, (ii) Robert T. Halpin was appointed as the Executive Vice
President and Chief Financial Officer of the General Partner and (iii) Steven M.
Dougherty was appointed Executive Vice President and Chief Accounting Officer of
the General Partner. Immediately thereafter, Mr. Halpin was promoted to
President of the General Partner; and, as a result of Mr. Halpin's promotion,
Mr. Philips continued to serve as Chairman and Chief Executive Officer of the
General Partner and Mr. Halpin continued to serve in his prior role as Chief
Financial Officer of the General Partner.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On January 31, 2022, the Partnership entered into a First Amendment to the
Second Amended and Restated Agreement of Limited Partnership of the Partnership,
dated as of March 30, 2021 (the "Partnership Agreement" and, such First
Amendment, the "LPA Amendment"). The LPA Amendment amended Section 6.1 of the
Partnership Agreement to allocate unrealized gain and loss among the capital
accounts of the holders of Partnership Common Units in order to cause such
holders' capital accounts to be consistent with the differing exchange ratios
provided for in the Merger Agreement. The LPA Amendment further supports the
tax-free treatment of the transactions contemplated by the Merger Agreement to
the holders of Partnership Common Units. In accordance with the terms of the
Merger Agreement, the Partnership obtained the consent of Crestwood prior to
adopting the LPA Amendment. The LPA Amendment has an effective date of
January 1, 2021. The foregoing description of the LPA Amendment is qualified in
its entirety by reference to the full text of the LPA Amendment, a copy of which
is attached as Exhibit 3.1 to this Current Report on Form 8-K and is
incorporated herein by reference.
In connection with the consummation of the Second Mergers, the Second Amended
and Restated Agreement of Limited Partnership of CMLP, dated as of September 30,
2015, and Certificate of Limited Partnership of CMLP, as amended, in each case
as in effect immediately prior to the effective time of the Second Mergers,
became the organizational documents of the surviving partnership, which have
been filed as exhibits to this Current Report on Form 8-K and are incorporated
in this Item 5.03 by reference. Crestwood Midstream GP LLC is the general
partner of CMLP and its Certificate of Formation, as amended, and its Amended
and Restated Limited Liability Company Agreement, dated as of December 21, 2011,
as amended, have been filed as exhibits to this Current Report on Form 8-K and
are incorporated in this Item 5.03 by reference.
Item 7.01 Regulation FD Disclosure.
On February 1, 2022, the Partnership and Crestwood issued a joint press release
announcing the completion of the Mergers. A copy of the press release is
attached hereto as Exhibit 99.1 and is incorporated herein by reference. In
accordance with General Instruction B.2 of Form 8-K, the information in this
Item 7.01, including Exhibit 99.1, shall not be deemed "filed" for the 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, including Exhibit 99.1, 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 filing.
Forward Looking Statements
This Current Report on Form 8-K may include certain statements concerning
expectations for the future, including statements regarding the anticipated
benefits and other aspects of the transactions described above, that are
forward-looking statements as defined by federal law. Such forward looking
statements are subject to a variety of known and unknown risks, uncertainties,
and other factors that are difficult to predict and many of which are beyond
management's control, including the risk that the anticipated benefits from the
Mergers cannot be fully realized. An extensive list of factors that can affect
future results are discussed in the Partnership's Annual Report on Form 10-K
for the year ended December 31, 2020 and other documents filed by the
Partnership from time to time with the SEC, including in the consent
statement/prospectus filed by the Crestwood on December 30, 2021, in connection
with the LP Merger. The Partnership undertakes no obligation to update or revise
any forward-looking statement to reflect new information or events.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Description
2.1* Agreement and Plan of Merger, dated as of October 25, 2021, by and
among Oasis Midstream Partners LP, OMP GP LLC, Crestwood Equity
Partners LP, Project Phantom Merger Sub LLC, Project Falcon Merger Sub
LLC, and, solely for the purposes of Section 2.1(a)(i) thereof,
Crestwood Equity GP LLC (incorporated herein by reference to Exhibit
2.1 to the Current Report on Form 8-K filed by Oasis Midstream
Partners LP on October 28, 2021).
3.1 First Amendment to the Second Amended and Restated Agreement of
Limited Partnership of Oasis Midstream Partners LP, dated as of
January 31, 2022.
3.2 Certificate of Limited Partnership of Inergy Midstream, L.P.
(incorporated herein by reference to Exhibit 3.4 to Inergy Midstream,
L.P.'s Form S-1/A filed on November 21, 2011).
3.3 Amendment to the Certificate of Limited Partnership of Crestwood
Midstream Partners LP (f/k/a Inergy Midstream, L.P.) (incorporated
herein by reference to Exhibit 3.2 to Inergy Midstream, L.P.'s Form
8-K filed on October 10, 2013)
3.4 Second Amended and Restated Agreement of Limited Partnership of
Crestwood Midstream Partners LP, dated as of September 30, 2015
(incorporated by reference to Exhibit 3.1 to Crestwood Midstream
Partners LP's Form 8-K filed on October 1, 2015)
3.5 Certificate of Formation of NRGM GP, LLC (incorporated herein by
reference to Exhibit 3.7 to Inergy Midstream, L.P.'s Form S-1/A filed
on November 21, 2011)
3.6 Certificate of Amendment of Crestwood Midstream GP LLC (f/k/a NRGM
GP, LLC) (incorporated herein by reference to Exhibit 3.37 to
Crestwood Midstream Partners LP's Form S-4/A filed on October 28,
2013)
3.7 Amended and Restated Limited Liability Company Agreement of NRGM GP,
LLC, dated December 21, 2011 (incorporated herein by reference to
Exhibit 3.2 to Inergy Midstream, L.P.'s Form 8-K filed on December 22,
2011)
3.8 Amendment No. 1 to the Amended and Restated Limited Liability
Company Agreement of Crestwood Midstream GP LLC (f/k/a NRGM GP, LLC)
(incorporated herein by reference to Exhibit 3.39 to Crestwood
Midstream Partners LP's Form S-4/A filed on October 28, 2013)
4.1 First Supplemental Indenture, dated as of February 1, 2022, among
Crestwood Midstream Partners LP, Crestwood Midstream Finance Corp.,
the guarantors named therein and Regions Bank.
4.2 Indenture, dated as of March 30, 2021, by and among Oasis Midstream
Partners LP, as issuer, OMP Finance Corp., as co-issuer, OMP Operating
LLC, OMP DevCo Holdings Corp., Beartooth DevCo LLC, Bighorn DevCo LLC,
Bobcat DevCo LLC, and Panther DevCo LLC, as guarantors, and Regions
Bank, as trustee (incorporated by reference to Exhibit 4.1 to Oasis
Midstream Partners LP's Current Report on Form 8-K filed on April 1,
2021).
10.1** Master Amendment to Commercial Agreements, dated as of February 1,
2022, by and among Oasis Petroleum North America LLC, Oasis Petroleum
Marketing LLC, Oasis Midstream Services LLC, Oasis Midstream Partners
LP, OMP Operating LLC, and Bighorn DevCo LLC.
99.1 Joint Press Release of Crestwood Equity Partners LP and Oasis
Midstream Partners LP, dated February 1, 2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
* Schedules and certain exhibits to this Exhibit are omitted pursuant to
Regulation S-K Item 601(b)(2). The Partnership agrees to furnish
supplementally a copy of any omitted schedule or exhibit to the SEC upon
request.
** Certain portions of this exhibit have been redacted pursuant to Item
601(b)(10) of Regulation S-K. The registrant hereby agrees to furnish
supplementally an unredacted copy of the exhibit to the SEC upon its request.
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