Item 5.07 Submission of Matters to a Vote of Security Holders.
As previously announced, on October 25, 2021, Oasis Midstream Partners LP (the
"Partnership") entered into an Agreement and Plan of Merger (the "Merger
Agreement") with Crestwood Equity Partners LP, a Delaware limited partnership
("Crestwood"), Project Falcon Merger Sub LLC, a Delaware limited liability
company and direct wholly owned subsidiary of Crestwood ("Merger Sub"), Project
Phantom Merger Sub LLC, a Delaware limited liability company and direct wholly
owned subsidiary of Crestwood ("GP Merger Sub"), OMP GP LLC, a Delaware limited
liability company and the general partner of the Partnership (the "General
Partner"), and, solely for the purposes of Section 2.1(a)(i) therein, Crestwood
Equity GP LLC, a Delaware limited liability company and the general partner of
Crestwood. Pursuant to the Merger Agreement, and subject to the terms and
conditions therein, (i) Merger Sub will merge with and into the Partnership (the
"LP Merger"), with the Partnership surviving the LP Merger as a subsidiary of
Crestwood and (ii) GP Merger Sub will merge 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 direct wholly owned subsidiary of
Crestwood.
As previously disclosed, the completion of the Mergers is subject, among other
conditions, to the approval of the holders of a majority of the common units
representing limited partner interests in the Partnership ("Partnership Common
Units"). The board of directors of the General Partner set the close of business
on December 27, 2021 as the record date (the "Record Date") for determining
holders of Partnership Common Units entitled to consent to approve the Merger
Agreement. As of the close of business on the Record Date, there were 48,627,680
Partnership Common Units outstanding and entitled to consent with respect to the
Merger Agreement.
The deadline for the consent solicitation expired at 5:00 p.m. (prevailing
Central Time) on January 29, 2022. The results of the consent solicitation for
the following proposals is set forth below, which includes the consents of Oasis
Petroleum Inc. and its subsidiaries, who collectively own approximately 69.6% of
Partnership Common Units as of December 27, 2021:
1. To approve the Merger Agreement and the transactions contemplated thereby
were as follows:
FOR AGAINST ABSTAIN
38,753,495 415,654 31,024
Item 8.01 Other Events.
The information set forth in Item 5.07 of this Current Report on Form 8-K is
incorporated by reference into this Item 8.01.
A majority of the Partnership Common Units have consented to the Merger
Agreement. Subject to customary closing conditions, the Mergers are expected to
be completed on February 1, 2022.
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 Company
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 Company, including the
Company's drilling program, production, derivative instruments, capital
expenditure levels and other guidance included in this Current Report on Form
8-K, as well as the impact of the novel coronavirus 2019 ("COVID-19") pandemic
on the Company's operations. These statements are based on certain assumptions
made by the Company 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 Company, 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
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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 OMP'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 Company
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, the ability to realize the
anticipated benefits from the Williston Basin acquisition and Permian Basin
divestitures, uncertainties in estimating proved reserves and forecasting
production results, operational factors affecting the commencement or
maintenance of producing wells, the condition of the capital markets generally,
as well as the Company's ability to access them, the proximity to and capacity
of transportation facilities, and uncertainties regarding environmental
regulations or litigation and other legal or regulatory developments affecting
the Company's business and other important factors that could cause actual
results to differ materially from those projected as described in the Company's
reports filed with the U.S. Securities and Exchange Commission (the "SEC").
Additionally, the unprecedented nature of the COVID-19 pandemic and the related
decline of the oil and gas exploration and production industry may make it
particularly difficult to identify risks or predict the degree to which
identified risks will impact the Company's business and financial condition.
Because considerable uncertainty exists with respect to the future pace and
extent of a global economic recovery from the effects of the COVID-19 pandemic,
the Company cannot predict whether or when crude oil production and economic
activities will return to normalized levels. Any forward-looking statement
speaks only as of the date on which such statement is made and the Company
undertakes no obligation to correct or update any forward-looking statement,
whether as a result of new information, future events or otherwise, except as
required by applicable law.
No Offer or Solicitation
This communication relates to the proposed transaction between OMP 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 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 filed a registration
statement on Form S-4 on December 7, 2021 (as amended on December 28, 2021),
that includes a consent statement/prospectus for the unitholders of OMP with the
SEC. The registration statement was declared effective by the SEC on
December 30, 2021, and on the same day Crestwood and OMP filed the definitive
consent statement/prospectus in connection with the proposed transaction. This
press release is not a substitute for the registration statement, the definitive
consent statement/prospectus or any other document that Crestwood or OMP has
filed or may file with the SEC. INVESTORS AND UNITHOLDERS OF CRESTWOOD AND OMP
ARE ADVISED TO CAREFULLY READ THE REGISTRATION STATEMENT AND THE CONSENT
STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) BECAUSE
THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION, THE
PARTIES TO THE TRANSACTION AND THE RISKS ASSOCIATED WITH THE TRANSACTION.
Investors and unitholders may obtain a free copy of the definitive consent
statement/prospectus filed by Crestwood and OMP with the SEC from the SEC's
website at www.sec.gov. Unitholders and other interested parties are also be
able to obtain, without charge, a copy of the definitive consent
statement/prospectus and other relevant documents from Crestwood's website at
https://www.crestwoodlp.com/investors/ or from OMP's website at
http://oasismidstream.investorroom.com.
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