Crestwood And Inergy Complete Merger, Creating Mid-Cap MLP Platform With Combined Enterprise Value Of Approximately $8 Billion

   Crestwood And Inergy Complete Merger, Creating Mid-Cap MLP Platform With
            Combined Enterprise Value Of Approximately $8 Billion

Combination Creates Integrated Mid-Cap MLP's Linking Fundamental Energy Supply
with Demand Across the Midstream Value Chain

PR Newswire

HOUSTON and KANSAS CITY, Mo., Oct. 7, 2013

HOUSTON and KANSAS CITY, Mo., Oct. 7, 2013 /PRNewswire/ -- Crestwood Midstream
Partners LP (NYSE: CMLP) ("Crestwood Midstream") and Crestwood Holdings LLC
("Crestwood Holdings" and, together with Crestwood Midstream, "Crestwood") and
Inergy, L.P. (NYSE: NRGY) ("Inergy L.P.") and Inergy Midstream, L.P. (NYSE:
NRGM) ("Inergy Midstream" and, together with Inergy L.P., "Inergy") today
announced that the merger of Crestwood and Inergy has been completed. The
combination is a fully integrated midstream partnership platform with a total
enterprise value of approximately $8 billion.

The merger of Crestwood Midstream with a subsidiary of Inergy Midstream closed
today, completing the final step in the combination of Inergy and Crestwood.
The newly combined entity has been named Crestwood Midstream Partners LP and
will trade under the ticker symbol CMLP on the New York Stock Exchange
beginning on October 8, 2013. Additionally, Inergy L.P. has been renamed
Crestwood Equity Partners LP ("Crestwood Equity") (collectively with the new
Crestwood Midstream, "Crestwood" or the "Partnership") and will trade on the
New York Stock Exchange under the ticker symbol CEQP beginning on October 8,
2013. 

The new Crestwood provides broad-ranging midstream infrastructure solutions
across the value chain through assets in every premier shale play in North
America. These diverse operations include well located asset positions in the
Marcellus, Utica, Bakken, Eagle Ford, Permian Basin, Powder River Basin
Niobrara, Barnett, Fayetteville, Granite Wash, Haynesville and Monterey shale
plays. Crestwood's strategy is to focus on high-growth, liquids-rich and
crude oil basins where there is the greatest opportunity to "cross-sell"
Crestwood's full suite of midstream services from gathering and processing to
storage and transportation via trucks, rail and pipelines. This strategy will
drive growth through the timely execution of customer supported infrastructure
projects and delivery of services which will optimize and expand the existing
asset base. With a significant backlog of identified organic growth
opportunities around the existing asset footprint, Crestwood is
well-positioned to achieve its growth objectives. 

"Today begins an exciting chapter in the history of the businesses that
comprise the new Crestwood," said Robert G. Phillips, Chairman, President and
Chief Executive Officer. "We are thrilled to close this transaction,
completing the transformation into a fully integrated, midstream MLP linking
new shale-based energy supplies with the growing energy demand across the
midstream value chain. The new Crestwood is uniquely positioned with the
diversified North American asset base of a large cap midstream MLP while
offering the visibility to growth and commitment to customer services of a
small cap MLP. We look forward to completing our integration and working
together as one company to leverage the benefits of our enhanced size and
scale as the new Crestwood. We believe this combination will drive
significant benefits for all of our stakeholders and generate enhanced value
for our unitholders."

Going forward, Crestwood's core operations will be organized into two primary
business units: the Natural Gas Unit, which will include all gathering and
processing and natural gas storage and transportation assets and operations,
and the Crude Oil and Liquids Unit, which will include all crude oil rail
terminals, trucking and storage, as well as all NGL storage, trucking,
logistics and marketing assets and operations. These business units are
working together to leverage Crestwood's suite of services to maximize fee
opportunities and overall investment returns. Additionally, Crestwood has
implemented an Operations Services business unit focused on standardizing best
practices company-wide to better service our customers and build economies of
scale to drive down costs. With the focus on "cross-selling" the full suite
of services and on delivering cost savings through the Operations Services
function, Crestwood estimates $15 to $20 million of annual run-rate cost
synergies are achievable by the first half of 2014. 

As outlined in prior announcements, Robert G. Phillips has been named
Chairman, President and Chief Executive Officer of Crestwood Midstream and
Crestwood Equity. In addition, the following executive appointments have been
made for the merged organization:

  oHeath Deneke, President, Natural Gas Business Unit
  oBill Gautreaux, President, Liquids & Crude Business Unit
  oMike Campbell, Senior Vice President & Chief Financial Officer
  oSteven Dougherty, Senior Vice President & Chief Accounting Officer
  oJoel Lambert, Senior Vice President, General Counsel and Corporate
    Secretary
  oWill Moore, Senior Vice President, Strategy & Corporate Development
  oJoel Moxley,  Senior Vice President, Operations Services

Mr. Phillips continued, "This is a first-class executive team with extremely
complementary skill sets and areas of expertise. The integration process has
allowed our executives to work collaboratively across the entire organization
to combine our strengths, establish our forward strategy, and build the
foundation for future growth as Crestwood achieves leadership across the
midstream value chain. I look forward to working alongside these talented
individuals to build the industry's next great midstream partnership.
Additionally, the combined work force of talented Crestwood and Inergy
employees have shown, during the integration process, that they are motivated
to create an industry leading operating platform in every facet of the
midstream value chain. With a focus on safety as our top priority, leading
environmental and regulatory compliance practices, and the continued tradition
of community involvement, the new Crestwood organization will be a key element
to our success."

Transaction Details
As previously announced, the combination of Inergy and Crestwood was effected
through a series of transactions. In the first transaction, which closed on
June 19, 2013, Crestwood Holdings acquired the general partner of Inergy L.P.
for $80 million in cash. Prior to the closing of this transaction, Inergy
L.P. distributed to its unitholders all of the approximately 56.4 million
common units that it owned in Inergy Midstream. Upon closing of this
transaction, Crestwood Holdings owned the general partner, and thus control,
of Inergy L.P.

In a second transaction, which also closed on June 19, 2013, Crestwood Gas
Services Holdings LLC, a wholly owned subsidiary of Crestwood Holdings,
contributed to Inergy L.P. 100% of its interest in Crestwood Gas Services GP
LLC, the general partner of Crestwood Midstream that also owns 100% of the
incentive distribution rights of Crestwood Midstream, in exchange for
approximately 35.1 million common units and approximately 4.4 million
subordinated units of Inergy L.P. Crestwood Holdings also has the option to
contribute to Inergy L.P. approximately 7.1 million of the Inergy Midstream
common units it receives in the merger described below in exchange for
approximately 14.3 million common units of Inergy L.P., and has elected to
exercise this option, which results in it owning approximately 29% of the
total common units of Inergy, L.P. outstanding. 

In the final transaction, which closed today, Crestwood Midstream merged with
a subsidiary of Inergy Midstream. In the merger, Crestwood Midstream
unitholders received 1.070 common units of Inergy Midstream for each unit of
Crestwood Midstream they own. Additionally, all Crestwood Midstream public
unitholders other than Crestwood Holdings received a one-time cash payment at
closing of $1.03 per common unit. On October 4, 2013, the merger was approved
by the majority of the unitholders of Crestwood Midstream.

About Crestwood Midstream Partners LP
Houston, Texas, based Crestwood Midstream (NYSE: CMLP) is a master limited
partnership that owns and operates midstream businesses in multiple
unconventional shale resource plays across the United States. Crestwood
Midstream is engaged in the gathering, processing, treating and compression of
natural gas; transportation and storage of natural gas; transportation,
fractionation, storage, and terminalling of NGLs; and storage and terminalling
of crude oil. For more information about Crestwood, visit www.crestwoodlp.com.

About Crestwood Equity Partners LP
Houston, Texas, based Crestwood Equity (NYSE: CEQP) is a master limited
partnership that owns the general partner interest (including the incentive
distribution rights) and an approximate 4% limited partner interest of
Crestwood Midstream. In addition, Crestwood Equity's operations include a
natural gas storage business in Texas and an NGL and crude oil supply and
logistics business that serves customers in the United States and Canada.

Forward Looking Statements
The statements in this communication regarding future events, occurrences,
circumstances, activities, performance, outcomes and results are
forward-looking statements. Although these statements reflect the current
views, assumptions and expectations of Crestwood Midstream and Crestwood
Equity management, the matters addressed herein are subject to numerous risks
and uncertainties which could cause actual activities, performance, outcomes
and results to differ materially from those indicated. Such forward-looking
statements include, but are not limited to, statements about the future
financial and operating results, objectives, expectations and intentions and
other statements that are not historical facts. Factors that could result in
such differences or otherwise materially affect Crestwood Midstream's or
Crestwood Equity's financial condition, results of operations and cash flows
include, without limitation, the risks that the Crestwood Midstream and
Crestwood Equity businesses will not be integrated successfully or may take
longer than anticipated; the possibility that expected synergies will not be
realized, or will not be realized within the expected timeframe; fluctuations
in oil, natural gas and NGL prices; the extent and success of drilling
efforts, as well as the extent and quality of natural gas volumes produced
within proximity of Crestwood Midstream or Crestwood Equity assets; failure or
delays by customers in achieving expected production in their natural gas
projects; competitive conditions in the industry and their impact on the
ability of Crestwood Midstream or Crestwood Equity to connect natural gas
supplies to Crestwood Midstream or Crestwood Equity gathering and processing
assets or systems; actions or inactions taken or non-performance by third
parties, including suppliers, contractors, operators, processors, transporters
and customers; the ability of Crestwood Midstream or Crestwood Equity to
consummate acquisitions, successfully integrate the acquired businesses,
realize any cost savings and other synergies from any acquisition; changes in
the availability and cost of capital; operating hazards, natural disasters,
weather-related delays, casualty losses and other matters beyond Crestwood
Midstream or Crestwood Equity's control; timely receipt of necessary
government approvals and permits, the ability of Crestwood Midstream or
Crestwood Equity to control the costs of construction, including costs of
materials, labor and right-of-way and other factors that may impact either
company's ability to complete projects within budget and on schedule; the
effects of existing and future laws and governmental regulations, including
environmental and climate change requirements; the effects of existing and
future litigation; and risks related to the substantial indebtedness of either
company, as well as other factors disclosed in Crestwood Midstream and
Crestwood Equity's filings with the U.S. Securities and Exchange Commission.
You should read filings made by Crestwood Midstream and Crestwood Equity with
the U.S. Securities and Exchange Commission, including Annual Reports on Form
10-K for the year ended December 31, 2012 and September 30, 2012,
respectively, and the most recent Quarterly Reports and Current Reports, for a
more extensive list of factors that could affect results. Crestwood Midstream
and Crestwood Equity do not assume any obligation to update these
forward-looking statements.

CONTACTS

Mark Stockard
832-519-2207
mstockard@crestwoodlp.com

or

Joele Frank, Wilkinson Brimmer Katcher
Andy Brimmer / Michael Freitag / Jed Repko
212-355-4449

SOURCE Crestwood Midstream Partners LP

Website: http://www.crestwoodlp.com
 
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