SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 10 to
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Crestwood Equity Partners LP
(Name of Issuer)
Common Units Representing Limited Partner Interests
(Title of Class of Securities)
456615103
(CUSIP Number)
Joel C. Lambert
700 Louisiana Street, Suite 2550
Houston, TX 77002
(832) 519-2200
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
April 15, 2016
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ¨
The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
This Amendment No. 10 to Schedule 13D is filed by the Reporting Persons as an amendment to the Schedule 13D filed with the Securities and Exchange Commission (the Commission) on June 19, 2013, as amended by Amendment No. 1 to Schedule 13D filed with the Commission on October 15, 2013, as amended by Amendment No. 2 to Schedule 13D filed with the Commission on May 7, 2015, as amended by Amendment No. 3 to Schedule 13D filed with the Commission on October 2, 2015, as amended by Amendment No. 4 to Schedule 13D filed with the Commission on December 8, 2015, as amended by Amendment No. 5 to Schedule 13D filed with the Commission on December 16, 2015, as amended by Amendment No. 6 to Schedule 13D filed with the Commission on December 28, 2015, as amended by Amendment No. 7 to Schedule 13D filed with the Commission on January 5, 2016, as amended by Amendment No. 8 to Schedule 13D filed with the Commission on January 11, 2016 and as amended by Amendment No. 9 to Schedule 13D filed with the Commission on March 30, 2016 (as amended, this Schedule 13D). This Amendment relates to the common units representing limited partner interests (the Common Units) of Crestwood Equity Partners LP, a Delaware limited partnership (the Issuer). Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in the Schedule 13D.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
Item 6 of the Schedule 13D is hereby amended by adding the following paragraph at the end thereof:
On March 28, 2016, Crestwood Holdings LLC, the parent of the issuer, entered into an amendment to its existing credit facility, which such amendment went fully effective as of March 29, 2016. The amendment made a number of modifications to the existing credit facility, including but not limited to:
| increasing the interest rates for the loans outstanding thereunder by 200 basis points per annum; |
| permitting additional investments in Common Units; and |
| suspending the quarterly leverage ratio financial maintenance covenant (including certain incurrence tests related thereto) so that such covenant is not applicable for the periods ended March 31, 2016 through December 31, 2017, with such covenant again applying on March 31, 2018 at a maximum leverage ratio of 8.25 to 1.00, with such ratio further stepping down by 0.25 to 1.00 each quarter ended thereafter until such ratio is 7.25 to 1.00, after which time such 7.25 to 1.00 ratio shall apply on a going forward basis. |
As previously disclosed, the amendment includes an agreement by Crestwood Holdings LLC to use cash on hand of $25 million to purchase Common Units within the first 45 business days during which it is not restricted from making such purchases as a result of customary blackout periods, subject to certain extensions required to comply with securities laws.
[Signature Pages Follow]
2
SIGNATURES
After reasonable inquiry and to the best knowledge and belief of each of the undersigned, each of the undersigned certifies that the information set forth in this statement with respect to such person is true, complete and correct.
Dated: April 15, 2016
CRESTWOOD GAS SERVICES HOLDINGS LLC | ||
By: | /s/ Joel C. Lambert | |
Name: Joel C. Lambert | ||
Title: Senior Vice President | ||
CRESTWOOD HOLDINGS LLC | ||
By: | /s/ Joel C. Lambert | |
Name: Joel C. Lambert | ||
Title: Senior Vice President | ||
FR CRESTWOOD MANAGEMENT CO-INVESTMENT LLC | ||
By: | /s/ Joel C. Lambert | |
Name: Joel C. Lambert | ||
Title: Senior Vice President | ||
CRESTWOOD HOLDINGS PARTNERS, LLC | ||
By: | /s/ Joel C. Lambert | |
Name: Joel C. Lambert | ||
Title: Senior Vice President | ||
FR XI CMP HOLDINGS LLC | ||
By: | First Reserve GP XI, L.P., its managing member | |
By: | First Reserve GP XI, Inc., its general partner | |
By: | /s/ Michael France | |
Name: Michael France | ||
Title: Managing Director |
FR MIDSTREAM HOLDINGS LLC | ||
By: | First Reserve GP XI, L.P., its managing member | |
By: | First Reserve GP XI, Inc., its general partner | |
By: | /s/ Michael France | |
Name: Michael France | ||
Title: Managing Director | ||
FIRST RESERVE GP XI, L.P. | ||
By: | First Reserve GP XI, Inc., its general partner | |
By: | /s/ Michael France | |
Name: Michael France | ||
Title: Managing Director | ||
FIRST RESERVE GP XI, INC. | ||
By: | /s/ Michael France | |
Name: Michael France | ||
Title: Managing Director | ||
WILLIAM E. MACAULAY | ||
By: | /s/ Anne E. Gold | |
Name: Anne E. Gold | ||
Title: Attorney-in-fact |