Crestwood Equity Partners LP (NYSE: CEQP) and Crestwood Midstream Partners LP (NYSE: CMLP) have signed a definitive agreement to merge the two partnerships and simplify Crestwood’s corporate structure into a single publicly traded partnership with a consolidated enterprise value of approximately $7.5 billion. The transaction is expected to close in the third quarter of 2015.
Under the terms of the merger agreement, Crestwood Midstream will merge with a newly formed subsidiary of Crestwood Equity in a merger in which Crestwood Midstream unitholders will receive 2.75 units of Crestwood Equity for each unit of Crestwood Midstream they own, representing a 17% premium to the closing price of Crestwood Midstream’s units as of May 5.
Following the completion of the merger, Crestwood Midstream will cease to be a publicly traded partnership but will survive as a wholly owned subsidiary of Crestwood Equity, and the incentive distribution rights of Crestwood Midstream will be permanently eliminated. Crestwood Holdings LLC will continue to own the general partner of Crestwood Equity, which will continue to be listed on the NYSE under the ticker symbol CEQP.
Citigroup Global Markets Inc. acted as exclusive financial advisor to Crestwood, and Andrews Kurth LLP and Simpson Thacher & Bartlett LLP acted as legal counsel to Crestwood. Evercore Partners served as exclusive financial advisor to the Conflicts Committee of the Crestwood Equity board of directors and provided a fairness opinion on the proposed transaction, and Locke Lord LLP served as legal counsel to the Crestwood Equity Conflicts Committee. Tudor, Pickering, Holt & Co. served as exclusive financial advisor to the Conflicts Committee of the Crestwood Midstream board of directors, and Paul Hastings LLP served as legal counsel to the Crestwood Midstream Conflicts Committee.