UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~ SECTION 13 orOR 15(d)

ofOF ~~the~~THE ~~Securities~~SECURITIES ~~Exchange~~EXCHANGE ~~Act~~ACT ofOF 1934

Date of ~~report~~Report (Date of earliest event reported): ~~August~~November 163, 2023

CRESTWOOD MIDSTREAM PARTNERS LP

(~~Exact~~Pachyderm ~~Name~~Merger ofSub ~~Registrant~~LLC as ~~Specified~~successor inby ~~Its~~merger ~~Charter~~to Crestwood Equity Partners LP)

Delaware		001-35377		20-1647837
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

(Exact Name of Registrant as Specified in Charter)

811 Main St., Suite 3400


Delaware	001-35377	20-1647837
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

~~Houston~~8111 Westchester Drive, TXSuite ~~77002~~600

~~(Address~~Dallas, ofTX ~~principal executive offices)~~75225

(~~832~~Address of Principal Executive Offices) ~~519-2200~~(Zip Code)

(214) 981-0700

(Registrant’s Telephone Number, including Area Code)

~~Not~~811 ~~Applicable~~Main Street, Suite 3400

Houston, Texas 77002

(832) 519-2200

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b):

Title of each class Trading Symbol(s) Name of each exchange on which registered NONE NONE NONE

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

~~Item~~Securities ~~1.01.~~registered ~~Entry~~pursuant ~~into~~to aSection12(b) ~~Material~~of ~~Definitive~~the ~~Agreement.~~Act:

~~Merger~~Title ~~Agreement~~of Each Class TradingSymbol(s) Name of Each Exchangeon Which Registered NONE NONE NONE

OnIntroductory August 16, 2023, Crestwood Equity Partners LP, a Delaware limited partnership and indirect parent of Crestwood Midstream Partners LP (the “Partnership”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Energy Transfer LP, a Delaware limited partnership (“Energy Transfer”), Pachyderm Merger Sub LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Energy Transfer (“Merger Sub”), and, solely for the purposes set forth therein, LE GP, LLC, a Delaware limited liability company and the sole general partner of Energy Transfer (“Energy Transfer GP”). Pursuant to the Merger Agreement, and subject to the terms and conditions therein, the Partnership will merge with and into Merger Sub (the “Merger”), with Merger Sub surviving the Merger as a direct wholly owned subsidiary of Energy Transfer (the “Surviving Entity”). Note

On November 3, 2023, pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of August 16, 2023, by and among Energy Transfer LP, a Delaware limited partnership (“Energy Transfer”), Pachyderm Merger Sub LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Energy Transfer (“Merger Sub”), Crestwood Equity Partners LP, a Delaware limited partnership (the “Partnership”) and indirect parent of Crestwood Midstream Partners LP, a Delaware limited partnership (“Crestwood Midstream”), and, solely for the purposes set forth therein, LE GP, LLC, a Delaware limited liability company and the sole general partner of Energy Transfer, the Partnership merged with and into Merger Sub (the “Merger”), with Merger Sub continuing as the surviving entity. Merger Sub is the Partnership’s successor-in-interest as a result of the Merger.

AtItem ~~such~~1.02 ~~time~~Termination asof ~~the~~a ~~Merger~~Material ~~becomes~~Definitive ~~effective (the “Effective Time”), among other things:~~ Agreement.

•Credit ~~each~~Facility common unit representing a limited partner interest in the Partnership (the “Partnership Common Units”) issued and outstanding immediately prior to the Effective Time (other than the Partnership Common Units held directly by Energy Transfer or Merger Sub immediately prior to the Effective Time) will be converted into and will thereafter represent the right to receive 2.07 (the “Exchange Ratio”) common units representing limited partner interests in Energy Transfer (“Energy Transfer Common Units”); and

•In ~~each~~connection ~~preferred~~with ~~unit~~the ~~representing~~closing aof ~~limited~~the ~~partner~~Merger ~~interest~~and inat the ~~Partnership~~direction ~~(the~~of ~~“Partnership~~Energy ~~Preferred~~Transfer, ~~Units”)~~on ~~that~~November 3, is2023, outstanding ~~immediately~~borrowings ~~prior~~under to the ~~Effective~~Third ~~Time~~Amended ~~will,~~and atRestated ~~the~~Credit ~~election~~Agreement, dated as of ~~the~~December 20, ~~holder~~2021, ofamong ~~such~~Crestwood ~~Partnership~~Midstream, ~~Preferred~~as ~~Unit~~borrower, bethe ~~either~~lenders ~~(i)~~from ~~converted~~time ~~into~~to atime ~~Partnership~~party ~~Common~~thereto, ~~Unit~~Wells atFargo aBank, ~~conversion~~National ~~ratio~~Association, ~~more~~as ~~fully~~administrative ~~described~~agent inand ~~the~~collateral ~~Merger~~agent, ~~Agreement~~and Capital One, ~~subject~~National toAssociation, ~~the~~Citizens ~~payment~~Bank, ofN.A., ~~any~~Morgan ~~accrued~~Stanley ~~but~~Senior ~~unpaid~~Funding, ~~distributions~~Inc., ~~prior~~MUFG toBank ~~closing~~Ltd. ofand ~~the~~Regions ~~Merger~~Bank, as co-documentation agents (as amended, restated, amended and ~~subsequently~~restated, ~~converted~~supplemented ~~into~~or ~~Energy~~otherwise ~~Transfer~~modified ~~Common~~from ~~Units~~time atto time, the ~~Exchange~~“Partnership ~~Ratio,~~Credit ~~(ii~~Agreement”) ~~converted~~were ~~into~~repaid ain ~~security~~full, ofand ~~Energy~~the ~~Transfer~~Partnership ~~that~~Credit ~~has~~Agreement ~~substantially~~was ~~similar~~terminated. ~~terms~~The asPartnership ~~the~~Credit ~~Partnership~~Agreement ~~Preferred~~provided ~~Units~~for a $1.75 billion revolving credit facility (the “~~Energy~~Partnership ~~Transfer~~Revolving ~~Substantially~~Credit ~~Equivalent Units~~Facility”), orwhich ~~(iii)~~would ~~redeemed~~have inmatured ~~exchange~~on December 20, 2026 and was used for ~~cash~~general orcorporate ~~Partnership~~purposes. ~~Common~~The ~~Units~~repayment ~~and~~was ~~subsequently~~made ~~converted~~directly ~~into~~by Energy Transfer. ~~Common~~The ~~Units~~Partnership atRevolving ~~the~~Credit ~~Exchange~~Facility ~~Ratio,~~was atterminated ~~the~~prior ~~sole~~to ~~discretion~~the closing of the ~~Crestwood~~Merger. ~~Equity~~At ~~GP LLC (~~the ~~“General~~time ~~Partner”)~~of termination, atthere awas ~~price of~~ $9613.~~218573~~0 million ~~per~~in principal borrowings outstanding under the Partnership ~~Preferred~~Revolving ~~Unit,~~Credit ~~plus~~Facility and approximately $1.9 million of accrued and unpaid ~~distributions~~interest tothereon. There were no prepayment penalties in connection with the ~~date~~termination of ~~such~~the ~~redemption~~Partnership Credit Agreement.

~~Treatment~~Item 2.01 Completion of ~~Partnership~~Acquisition ~~Equity~~or ~~Awards~~Disposition of Assets.

~~Each~~The ~~award~~disclosure set forth in the Introductory Note above is incorporated into this Item 2.01 by reference. As a result of ~~restricted~~the Merger, (i) each common unit representing a limited partner interest in the Partnership (the “Partnership Common Units”) ~~that~~issued isand outstanding immediately prior to the time the Merger became effective (the “Effective Time”) ~~will~~was beconverted ~~assumed~~into bythe right to receive 2.07 (the “Exchange Ratio”) common units representing limited partner interests in Energy Transfer as(“Energy ofTransfer Common Units”) and (ii) each preferred unit representing a limited partner interest in the Partnership (the “Partnership Preferred Units”) issued and outstanding immediately prior to the Effective Time was, at the election of the holder of such Partnership Preferred Unit, either (a) converted into a Partnership Common Unit at a conversion ratio of one Partnership Common Unit for every ten Partnership Preferred Units, subject to the payment of any accrued but unpaid distributions prior to closing of the Merger, and subsequently converted into the right to receive Energy Transfer Common Units at the Exchange Ratio., If(b) converted into a security of Energy Transfer that has substantially similar terms as the ~~restricted~~Partnership ~~units~~Preferred ~~were~~Units ~~granted~~(“Energy ~~prior~~Transfer toSeries ~~January 1,~~I ~~2023~~Preferred Units”), ~~such~~or ~~units~~(c) redeemed ~~will~~in beexchange ~~free~~for ofcash ~~any~~or ~~vesting~~Partnership ~~restrictions~~Common orUnits ~~other~~and ~~conditions.~~subsequently ~~Otherwise,~~converted ~~such~~into ~~units~~Energy ~~will~~Transfer beCommon ~~subject~~Units toat the ~~same~~Exchange ~~terms~~Ratio, ~~and~~at ~~conditions~~the sole discretion of Crestwood Equity GP LLC (~~including~~the as“General toPartner”), ~~vesting~~at a price of $9.857484 per Partnership Preferred Unit, ~~and~~plus ~~forfeiture~~accrued and ~~any~~unpaid distributions to the date of such redemption (a “~~double-trigger”~~Redemption ~~protection~~Election”). asNo fractional Energy Transfer Common Units were ~~applicable~~issued toin the Merger, and holders of Partnership ~~restricted~~Common ~~unit~~Units ~~award~~will, ~~immediately~~instead, ~~prior~~receive tocash in lieu of fractional Energy Transfer Common Units, if any, as provided in the ~~Effective~~Merger ~~Time~~Agreement.

~~Each~~Based ~~award~~on ofthe ~~performance~~final ~~units~~results ~~that~~of ~~corresponds~~the toelections ~~Partnership~~made ~~Common~~by ~~Units~~holders ~~that~~of isPartnership ~~outstanding~~Preferred ~~and~~Units, ~~either~~(i) holders ~~vested~~of asapproximately 0.60% of the ~~Effective~~outstanding ~~Time~~Partnership orPreferred ~~granted~~Units ~~prior~~elected to ~~January 1,~~have ~~2023~~their ~~(each, a “Pre-2023~~ Partnership ~~Performance~~Preferred ~~Unit”)~~Units ~~will,~~converted asinto ofPartnership ~~the~~Common ~~Effective Time~~Units, bewhich ~~cancelled~~were ~~and~~subsequently ~~exchanged~~converted ~~for~~into ~~a number of~~ Energy Transfer Common Units, ~~equal~~(ii) holders toof ~~the~~approximately ~~number~~58.19% of ~~Partnership~~the ~~Common~~outstanding ~~Units that would otherwise be issuable with respect to such Pre-2023~~ Partnership ~~Performance~~Preferred ~~Unit~~Units ~~assuming~~either (a) elected ~~100% performance multiplier and any accrued but unpaid distribution equivalents. Performance units that correspond~~ to ~~Partnership~~have ~~Common~~their ~~Units other than Pre-2023~~ Partnership ~~Performance~~Preferred Units ~~will~~converted beinto ~~assumed by~~ Energy Transfer, ~~converted~~Series ~~into~~I aPreferred ~~phantom~~Units ~~unit~~or ~~award~~(b) did ~~subject~~not todeliver ~~time-based~~a ~~vesting~~valid ~~with~~election, ~~respect to Energy Transfer Common Units~~ and, bein ~~subjected~~accordance towith the ~~same~~Merger ~~terms~~Agreement, ~~and~~were ~~conditions~~deemed ~~(including as~~ to ~~vesting~~have ~~and~~elected ~~forfeiture,~~to ~~any~~have ~~associated~~their ~~distribution~~Partnership ~~equivalent~~Preferred ~~rights~~Units ~~and~~converted ~~any~~into ~~“double-trigger”~~Energy ~~protection,~~Transfer ~~but~~Series ~~excluding~~I ~~any~~Preferred ~~performance-based~~Units ~~vesting~~and ~~conditions~~(iii) holders asof ~~were~~approximately ~~applicable~~41.21% toof the ~~performance~~outstanding ~~unit~~Partnership ~~immediately~~Preferred ~~prior~~Units elected to ~~the~~have ~~Effective~~their ~~Time.~~Partnership ~~Such~~Preferred ~~phantom~~Units ~~unit~~redeemed ~~awards~~in ~~will~~exchange ~~represent~~for acash ~~contractual~~or ~~right~~Partnership ~~upon~~Common ~~vesting~~Units, toat ~~receive~~the asole ~~number~~discretion of ~~Energy~~the ~~Transfer~~General ~~Common~~Partner. ~~Units~~In ~~equal~~accordance towith the ~~product~~Merger ofAgreement, the ~~number~~General ofPartner ~~Partnership~~elected ~~Common Units~~ that ~~would~~any ~~otherwise~~holder ~~be issuable with respect to such performance unit assuming attainment~~ of ~~target~~Partnership ~~performance,~~Preferred ~~and~~Units ~~the~~that ~~Exchange~~properly ~~Ratio,~~makes ~~rounded~~a upRedemption orElection ~~down~~shall toreceive the ~~nearest~~consideration ~~whole~~therefor ~~Energy~~in ~~Transfer Common Unit~~cash.

2In addition, at the Effective Time:

~~Conditions~~(i) each award of restricted Partnership Common Units (“Partnership Restricted Units”) that was outstanding immediately prior to the ~~Merger~~Effective Time was converted into Energy Transfer Common Units at the Exchange Ratio;

~~The completion of the Merger is subject to various customary closing conditions, including, among other things,~~ (ia) ~~the~~ ~~adoption~~if of the ~~Merger Agreement by holders of a majority of the outstanding~~ Partnership ~~Common~~Restricted Units ~~and~~were ~~Partnership~~granted ~~Preferred~~prior ~~Units~~to ~~(on~~January ~~an as-converted basis)~~1, ~~voting as a single class~~2023, ~~entitled to vote thereon (~~the ~~“Partnership~~vesting ~~Unitholder~~restrictions ~~Approval”), (ii) absence of any law or agreement~~ with ~~any~~respect ~~governmental~~to ~~entity~~such prohibiting completion of the Merger or the other transactions contemplated by the Merger Agreement, (iii) the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (iv) receipt of applicable tax opinions from each of Energy Transfer’s and the Partnership’s ~~tax~~Restricted ~~counsel,~~Units ~~(v) the~~lapsed ~~effectiveness~~immediately ofprior ~~the registration statement on Form S-4 (the “Form S-4”) that Energy Transfer is obligated~~ to ~~file with~~ the ~~U.S.~~Effective ~~Securities~~Time and ~~Exchange Commission (~~the ~~“SEC”) in connection with the issuance of~~ Energy Transfer Common Units inreceived ~~the~~upon ~~Merger,~~conversion ~~(vi) the~~thereof ~~authorization~~are ~~for~~free ~~listing~~ of ~~Energy~~any ~~Transfer~~vesting ~~Common~~restrictions ~~Units~~or and Energy Transfer Substantially Equivalent Units to be issued in the Merger on the New York Stock Exchange and (vii) the accuracy of each party’s representations and warranties (subject to certain materiality qualifiers), compliance by each party with its covenants under the Merger Agreement in all material respects and the absence of a material adverse effect on the other ~~party.~~ conditions;

~~Termination~~(b) ~~Rights~~if the Partnership Restricted Units were granted on or after January 1, 2023, such Energy Transfer Common Units are subject to the same terms and conditions (including as to vesting, forfeiture and any “double-trigger” protection) as were applicable to the Partnership Restricted Units immediately prior to the Effective Time;

~~The~~(ii) ~~Merger~~each ~~Agreement~~award ~~contains~~of ~~certain~~notional ~~termination~~ rights ~~for~~representing ~~both~~ the ~~Partnership and Energy Transfer, including, among other things, the~~ right to ~~terminate~~receive ~~the Merger Agreement: (i) by mutual written consent of the~~ Partnership ~~and~~Common ~~Energy~~Units ~~Transfer;~~upon ~~(ii) by the Partnership or Energy Transfer~~settlement, ifsubject ~~the~~to ~~Merger~~performance-based isvesting ~~not consummated on~~ or ~~prior~~delivery torequirements ~~December 31~~(each, ~~2023~~a ~~(the~~ “~~End~~Partnership ~~Date~~Performance Unit”);, ~~except~~ that ~~the~~was ~~End~~outstanding ~~Date~~and ~~may~~either bevested ~~extended~~as ifof ~~(a) Energy Transfer extends~~ the ~~covenant~~Effective toTime ~~not enter into any agreement to acquire,~~ or ~~enter~~granted ~~into~~prior ~~any joint venture arrangements with respect~~ to, ~~any~~January ~~other person~~1, ~~assets~~2023 ~~or business that would reasonably be expected to prevent~~(each, ~~materially~~a ~~impede~~“Pre-2023 orPartnership ~~materially~~Performance ~~delay the Merger, then the End Date is extended by at least 45 days and up to August 16, 2024, (b~~Unit”) ~~the~~was ~~Partnership~~cancelled ~~extends the End Date, by at least 45 days~~ and upexchanged tofor ~~August 16, 2024, by delivering written notice to Energy Transfer and (c)~~ the ~~End~~right ~~Date has been extended pursuant~~ to ~~either~~receive ~~clause~~ (a) or ~~clause (b) above, or a combination thereof, to August 16, 2024, and if all closing conditions (other than~~ the ~~conditions~~number ~~pertaining to the absence~~ of ~~court orders and regulatory injunctions and termination of regulatory waiting periods) are satisfied or are capable of being satisfied at such time, (1)~~ Energy Transfer ~~may~~Common ~~extend~~Units ~~the~~equal ~~End Date~~ to ~~November 16, 2024 so long as it provides notice to~~ the ~~Partnership~~product ~~and~~of agrees to extend the covenant to not enter into any agreement to acquire, or enter into any joint venture arrangements with respect to, any other person, assets or business that would reasonably be expected to prevent, materially impede or materially delay the Merger for the same extension, and (2x) ~~the~~ ~~Partnership may extend~~ the ~~End~~Exchange ~~Date~~Ratio tomultiplied ~~November 16, 2024, so long as it provides notice to Energy Transfer; (iii)~~ by ~~the Partnership or Energy Transfer, if an injunction or other law is entered, enacted or becomes effective permanently restraining, enjoining or otherwise prohibiting the consummation of the Merger;~~ (ivy) by the ~~Partnership~~number ~~or Energy Transfer, if the Partnership Unitholder Approval is not obtained at a special meeting~~ of ~~the~~ Partnership, ~~(v) by~~Common ~~either~~Units ~~party~~that ifwould ~~the~~otherwise ~~other~~be ~~party~~issuable ~~breaches~~with orrespect ~~fails~~ to ~~perform its representations, warranties, covenants or other agreements and~~ such ~~breach~~Pre-2023 orPartnership ~~failure~~Performance toUnit ~~perform~~assuming ~~would result in the failure of~~ a ~~condition~~100% toperformance ~~close;~~multiplier (vi) by Energy Transfer, if, subject to certain circumstances, there is a Change of Recommendation (as defined in the Merger Agreement) or the Partnership willfully breaches its non-solicitation covenant; and (~~vii~~b) by ~~the~~an ~~Partnership,~~amount ~~subject to certain conditions,~~ in ~~order~~cash toequal ~~enter into a definitive agreement with respect~~ to aany ~~Superior~~accrued ~~Offer~~but ~~(as~~unpaid ~~defined~~cash indistribution ~~the~~equivalents Merger Agreement). Upon termination of the Merger Agreement under specified circumstances, including, among others, the termination by Energy Transfer in the event of a Change of Recommendation or by the Partnership in order to enter into a definitive agreement with respect to asuch ~~Superior~~Pre-2023 ~~Offer, the~~ Partnership ~~would~~Performance beUnits; ~~required to pay Energy Transfer a termination fee of $96 million.~~ and

~~Other~~(iii) ~~Terms~~each outstanding Partnership Performance Unit other than the Pre-2023 Partnership Performance Units (each, a “2023 Partnership Performance Unit”) was assumed by Energy Transfer and converted into a time-based phantom unit award representing a contractual right to receive a number of Energy Transfer Common Units equal to the ~~Merger~~product ~~Agreement~~of (a) the number of Partnership Common Units that were issuable with respect to such 2023 Partnership Performance Unit immediately prior to the Effective Time (including any additional Partnership Performance Units accrued in respect of such 2023 Partnership Performance Unit in connection with distribution equivalent rights granted in connection therewith) assuming the applicable target level of performance was attained multiplied by (b) the Exchange Ratio, rounded to the nearest whole Energy Transfer Common Unit. Such phantom unit awards shall be subject to the same terms and conditions (including as to vesting and forfeiture, any associated distribution equivalent rights and any “double-trigger” protection, but excluding any performance-based vesting conditions) as were applicable to the 2023 Partnership Performance Unit immediately prior to the Effective Time.

The ~~Merger~~issuance ~~Agreement~~of ~~contains~~Energy ~~customary~~Transfer ~~representations,~~Common ~~warranties~~Units and ~~covenants~~Energy ~~for~~Transfer aSeries ~~transaction~~I ofPreferred ~~this~~Units ~~nature.~~in ~~The~~connection with the Merger ~~Agreement~~was ~~also~~registered ~~contains~~under ~~customary~~the ~~pre-closing~~Securities ~~covenants,~~Act ~~including~~of ~~the~~1933, ~~obligation~~as ofamended (the ~~Partnership~~“Securities ~~and~~Act”), pursuant to Energy Transfer’s toregistration ~~conduct~~statement ~~their~~on ~~businesses~~Form inS-4 (File No. 333-274526) (the ~~ordinary~~“Registration ~~course~~Statement”), ~~consistent~~declared ~~with~~effective ~~past~~by ~~practice~~the ~~and~~Securities toExchange ~~refrain~~Commission ~~from~~(the ~~taking~~“SEC”) ~~certain~~on ~~specified~~September 29, ~~actions~~2023. ~~without~~The ~~the~~proxy ~~consent~~statement/prospectus ofincluded in the ~~other~~Registration ~~party.~~Statement contains additional information about the Merger.

3The foregoing summary has been included to provide investors and security holders with information regarding the Merger and the Merger Agreement and is qualified in its entirety by the terms and conditions of the Merger Agreement, a copy of which was filed as Exhibit 2.1 to the Partnership’s Form 8-K filed on August 16, 2023, and the terms of which are incorporated herein by reference.

~~The~~Item ~~foregoing~~3.01 ~~summary~~Notice of ~~the~~Delisting ~~Merger~~or ~~Agreement~~Failure ~~and the transactions contemplated by the Merger Agreement does not purport~~ to beSatisfy ~~complete~~a ~~and~~Continued isListing ~~subject~~Rule ~~to,~~or ~~and~~Standard; ~~qualified~~Transfer ~~in its entirety by, the full text~~ of ~~the Merger Agreement, which is filed as Exhibit 2~~Listing.~~1 to this Form 8-K and incorporated herein by reference.~~

~~The~~Prior ~~Merger~~to ~~Agreement and~~ the ~~above~~completion ~~description~~of ~~have~~the ~~been~~Merger, ~~included~~the toPartnership ~~provide~~Common ~~investors~~Units and ~~security holders with information regarding~~ the ~~terms~~Partnership ofPreferred ~~the~~Units ~~Merger~~were ~~Agreement.~~listed ~~They~~and ~~are~~traded ~~not~~on ~~intended~~the toNew ~~provide~~York ~~any~~Stock ~~other~~Exchange ~~factual~~(“NYSE”) ~~information~~under ~~about~~ the ~~Partnership,~~trading ~~Energy~~symbol ~~Transfer,~~“CEQP” ~~Merger~~and ~~Sub~~“CEQP-P,” ~~or their respective subsidiaries or affiliates or equityholders~~respectively. ~~The~~In ~~representations,~~connection ~~warranties~~with ~~and~~the ~~covenants~~completion ~~contained~~of in the Merger, ~~Agreement~~the ~~were~~Partnership ~~made~~(i) notified ~~only~~the ~~for~~NYSE ~~purposes~~that of(a) each ~~those~~eligible ~~agreements~~ and asoutstanding ofPartnership ~~specific~~Common ~~dates,~~Unit ~~were~~(including ~~solely~~each ~~for~~Partnership ~~the~~Restricted ~~benefit~~Unit ~~of the parties to the Merger Agreement,~~ and ~~may~~Partnership bePerformance ~~subject~~Unit) towas ~~limitations~~converted ~~agreed~~into ~~upon by~~ the ~~parties,~~right ~~including~~to ~~being~~receive ~~qualified~~2.07 byEnergy ~~confidential~~Transfer ~~disclosures~~Common ~~made~~Units byand (b) each ~~contracting~~eligible ~~party~~and tooutstanding ~~the~~Partnership ~~other~~Preferred ~~for~~Unit ~~the~~was ~~purposes~~either ofconverted ~~allocating~~or ~~contractual~~redeemed, ~~risk~~as ~~between~~applicable, ~~them~~as ~~that~~set ~~differ~~forth ~~from~~in ~~those~~Item ~~applicable to investors~~2.01 ~~Investors~~above ~~should~~and be(ii) requested ~~aware~~ that the ~~representations,~~NYSE ~~warranties~~withdraw ~~and~~the ~~covenants~~listing orof ~~any~~Partnership ~~description~~Common ~~thereof~~Units ~~may~~and ~~not~~Partnership ~~reflect~~Preferred ~~the~~Units ~~actual~~from ~~state~~listing ofon ~~facts~~the orNYSE ~~condition~~prior ofto the ~~Partnership,~~open ~~the~~of ~~General~~trading ~~Partner~~on November 3, ~~Energy~~2023. ~~Transfer~~Upon orthe ~~any~~Partnership’s ~~of their respective subsidiaries~~request, ~~affiliates,~~on ~~businesses~~November 3, ~~or equityholders. Moreover~~2023, ~~information~~the ~~concerning~~NYSE ~~the~~filed ~~subject~~a ~~matter~~notification of ~~the~~removal ~~representations,~~of ~~warranties~~listing ~~and~~on ~~covenants~~Form ~~may~~25 ~~change~~to ~~after~~delist the ~~date~~Partnership ofCommon ~~the~~Units ~~Merger~~and ~~Agreement,~~Partnership ~~which~~Preferred ~~subsequent~~Units ~~information~~from ~~may~~the orNYSE ~~may~~and ~~not~~the bederegistration ~~fully~~of ~~reflected in public disclosures by~~ the Partnership orCommon ~~Energy~~Units ~~Transfer.~~and ~~Accordingly,~~Partnership ~~investors~~Preferred ~~should~~Units ~~read~~under ~~the~~Section 12(b) ~~representations~~of ~~and warranties in~~ the ~~Merger~~Securities ~~Agreement~~Exchange ~~not~~Act inof ~~isolation~~1934, ~~but~~as ~~only~~amended ~~in conjunction with~~ (the ~~other~~“Exchange ~~information~~Act”). ~~about~~Partnership ~~the~~Common ~~Partnership~~Units and ~~Energy~~Partnership ~~Transfer~~Preferred ~~and~~Units ~~their~~ceased ~~respective~~being ~~subsidiaries~~traded ~~that~~prior to the ~~respective~~opening ~~companies~~of ~~include~~the inmarket ~~reports~~on November 3, ~~statements~~2023, and ~~other~~are ~~filings~~no ~~they~~longer ~~make~~listed ~~with~~on ~~the SEC~~NYSE.

~~Indemnification~~In addition, Merger Sub (as successor by merger to the Partnership) intends to file with the SEC a Form 15 requesting that the reporting obligations of ~~Directors~~the Partnership under Sections 13(a) and ~~Officers~~15(d) of the Exchange Act be suspended.

OnThe ~~August 14,~~information ~~2023,~~set ~~the~~forth ~~General~~under ~~Partner~~Item ~~entered~~2.01 ~~into indemnification agreement (each, an “Indemnification Agreement”) with each director and executive officer~~ of ~~the~~this ~~General~~Current ~~Partner~~Report ~~pursuant to which the General Partner will indemnify and hold harmless each such indemnitee, to the fullest extent permitted by Delaware law in effect~~ on ~~the~~Form ~~date~~8-K of such Indemnification Agreement or as such laws may be amended to increase the scope of such permitted indemnification, against certain claims and losses incurred in connection with such indemnitee’s service to the General Partner. The Indemnification Agreements also provide that the General Partner must advance payment of certain expenses to the respective indemnitees, including fees of counsel, subject to receipt of an undertaking from such indemnitee to return such advance if it is ~~ultimately~~incorporated ~~determined~~by ~~that~~reference ~~the~~into ~~indemnitee~~this isItem ~~not entitled to indemnification~~3. 01.

~~The~~Item ~~foregoing~~3.03. ~~description~~Material ofModification ~~the Indemnification Agreements does not purport~~ to beRights ~~complete and is subject to, and qualified in its entirety by, the full text~~ of ~~the~~Security ~~Indemnification Agreements, the form of which is filed as Exhibit 10~~Holders.~~1 to this Form 8-K and incorporated herein by reference.~~

~~Important~~The ~~Information~~information ~~about~~set forth in the ~~Transaction~~Introductory Note, Item 1.02, Item 2.01, Item 3.01 and ~~Where~~Item to5.01 ~~Find~~of Itthis Current Report on Form 8-K is incorporated by reference into this Item 3.03.

InItem connection with the proposed transaction between Energy Transfer and the Partnership, Energy Transfer and the Partnership will file relevant materials with the SEC, including a registration statement on Form S-4 filed by Energy Transfer that will include a proxy statement of the Partnership that also constitutes a prospectus of Energy Transfer5. ~~A definitive proxy statement/prospectus will be mailed to unitholders of the Partnership~~01. ~~This~~Changes ~~communication is not a substitute for the registration statement, proxy statement or prospectus or any other document that Energy Transfer or the Partnership (as applicable) may file with the SEC~~ in ~~connection~~Control with the proposed transaction. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS OF ENERGY TRANSFER AND THE PARTNERSHIP ARE URGED TO READ THE REGISTRATION STATEMENT, THE PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and security holders may obtain free copies of the registration statement and the proxy statement/prospectus (when they become available), as well as other filings containing important information about Energy Transfer or the Partnership, without charge at the SEC’s website, at http://wwwRegistrant.sec.gov. Copies of the documents filed with the SEC by Energy Transfer will be available free of charge on Energy Transfer’s website at www.energytransfer.com under the tab “Investor Relations” and then under the tab “SEC Filings” or by directing a

4At the Effective Time, the Partnership merged with and into Merger Sub, and Merger Sub, as successor by merger to the Partnership, remains a subsidiary of Energy Transfer.

~~request~~The toinformation ~~Investor~~set ~~Relations,~~forth ~~Energy~~in ~~Transfer~~the ~~LP,~~Introductory ~~8111 Westchester Drive~~Note, ~~Suite~~Item ~~600~~2.01, ~~Dallas,~~Item ~~TX 75225, Tel~~3.03 ~~No.~~and ~~(214)~~Item ~~981-0795 or to investorrelations@energytransfer~~5.~~com.~~02 ~~Copies~~ of ~~the~~this ~~documents~~Current ~~filed~~Report ~~with the SEC by the Partnership will be available free of charge~~ on ~~the~~Form Partnership’s website at www.crestwoodlp.com under the tab “Investors” and then under the tab “SEC Filings” or by directing a request to Investor Relations, Crestwood Equity LP, 811 Main Street, Suite 3400, Houston, TX 77002, Tel. No. (832) 5198-~~2200~~K ~~or to investorrelations@crestwoodlp.com. The information included on, or accessible through, Energy Transfer’s or the Partnership’s website~~ is ~~not~~ incorporated by reference into this ~~communication.~~Item 5.01.

~~Participants~~Item in5.02. ~~the~~Departure ~~Solicitation~~of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~Energy~~At ~~Transfer,~~ the ~~Partnership~~Effective ~~and~~Time, each of the directors and ~~certain~~the named executive officers of ~~their respective general partners may be deemed to be participants in~~ the ~~solicitation~~General ofPartner ~~proxies~~resigned inas ~~respect of the proposed transaction. Information about the~~ directors and named executive officers of the ~~Partnership’s~~General ~~general~~Partner ~~partner is set forth~~ in ~~its~~connection ~~proxy statement for its 2023 annual meeting of unitholders, which was filed~~ with the ~~SEC~~closing onof ~~March 31, 2023, and in its Annual Report on Form 10-K for~~ the ~~year ended December 31, 2022, which was filed with the SEC on February 27, 2023~~Merger. ~~Information~~None ~~about~~of the directors ~~and~~or named executive officers of ~~Energy~~the ~~Transfer’s~~General ~~general~~Partner ~~partner~~resigned isas ~~set~~a ~~forth~~result inof ~~its~~any ~~Annual~~disagreements ~~Report~~with ~~on Form 10-K for~~ the ~~year~~General ~~ended~~Partner ~~December 31,~~or ~~2022, which was filed with~~ the ~~SEC~~Partnership onor ~~February 17,~~any ~~2023.~~matters ~~Additional~~related ~~information~~to ~~regarding~~ the ~~participants in the proxy solicitation and a description of their direct or indirect interests~~operations, bypolicies ~~security holdings~~ or ~~otherwise,~~practices ~~will~~of ~~be contained in~~ the ~~proxy~~General ~~statement/prospectus~~Partner ~~and~~or ~~other relevant materials filed with~~ the ~~SEC when they become available~~Partnership.

NoAt ~~Offer~~the Effective Time, each of the executive officers of Crestwood Midstream GP LLC (the “Midstream General Partner”) resigned as executive officers of the Midstream General Partner in connection with the closing of the Merger. None of the executive officers of the Midstream General Partner resigned as a result of any disagreements with the Midstream General Partner or ~~Solicitation~~Crestwood Midstream or any matters related to the operations, policies or practices of the Midstream General Partner or Crestwood Midstream.

~~This~~Effective ~~communication~~as isof ~~for informational purposes only and is not intended to, and shall not, constitute an offer to sell or~~ the ~~solicitation~~Effective ~~of an offer to buy any securities or a solicitation of any vote or approval~~Time, ~~nor~~Marshall ~~shall~~S. ~~there be any offer~~McCrea, ~~issuance,~~III ~~exchange,~~and ~~transfer,~~Thomas ~~solicitation or sale of securities in any jurisdiction in which such offer, issuance, exchange, transfer, solicitation or sale would be in contravention of applicable law~~E. NoLong ~~offering~~were ofappointed ~~securities~~as ~~shall~~directors ~~be made except by means~~ of ~~a prospectus meeting~~ the ~~requirements~~General ~~of Section 10 of the Securities Act of 1933, as amended (the “Securities Act”)~~Partner.

~~Forward-Looking~~Item ~~Statements~~5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

~~This~~On ~~communication~~November 3, ~~contains “forward-looking statements.” In this context~~2023, ~~forward-looking~~the ~~statements~~General ~~often~~Partner ~~address~~entered ~~future~~into ~~business~~the ~~and~~First ~~financial~~Amendment ~~events,~~(the ~~conditions,~~“Amendment”) ~~expectations,~~to ~~plans~~the orSixth ~~ambitions,~~Amended and ~~often~~Restated ~~include,~~Agreement ~~but~~of ~~are~~Limited ~~not~~Partnership ~~limited~~of tothe Partnership, ~~words~~dated ~~such~~ as ~~“believe,”~~of ~~“expect~~August 20,” ~~“may~~2021,” ~~“will,”~~(as ~~“should~~amended,” ~~“could,”~~the “~~would,”~~Partnership ~~“anticipate,~~Agreement” ~~“estimate~~),” ~~“intend,”~~effective ~~“plan,”~~as ~~“seek,” “see,” “target” or similar expressions, or variations or negatives~~ of ~~these words~~November 3, ~~but~~2023 ~~not~~(and ~~all~~immediately ~~forward-looking~~prior ~~statements include such words. Forward-looking statements by their nature address matters that are,~~ to ~~different degrees, uncertain, such as statements about~~ the ~~consummation~~closing of the ~~proposed transaction and the anticipated benefits thereof. All such forward-looking statements are based upon current plans~~Merger), ~~estimates, expectations and ambitions that are subject~~ to ~~risks,~~(i) increase ~~uncertainties and assumptions, many of which are beyond~~ the ~~control~~cash ofredemption ~~Energy~~price ~~Transfer~~for ~~and~~ the Partnership, ~~that~~Preferred ~~could~~Units ~~cause actual results to differ materially from those expressed~~ in ~~such~~connection ~~forward-looking~~with ~~statements. Important risk factors that may cause such~~ a ~~difference~~Redemption ~~include,~~Election ~~but~~in ~~are not limited to:~~ the ~~completion~~Merger offrom ~~the~~$9.218573 ~~proposed~~to ~~transaction~~$9.857484 onper ~~anticipated~~Partnership ~~terms~~Preferred Unit and ~~timing,~~(ii) conform orcertain ~~at all, including obtaining regulatory approvals that may be required on anticipated~~ terms ~~and~~of the Partnership’s ~~unitholder~~Preferred ~~approval;~~Units ~~anticipated~~with ~~tax~~Energy treatment, unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, financial condition, losses, future prospects, business and management strategies for the management, expansion and growth of the combined companyTransfer’s ~~operations and~~ other ~~conditions~~outstanding toseries ~~the completion~~ of ~~the~~preferred ~~merger,~~units ~~including~~in ~~the~~order ~~possibility~~to ~~that~~simplify ~~any~~Energy ofTransfer’s ~~the~~capital ~~anticipated~~structure ~~benefits~~following of the ~~proposed~~Merger. ~~transaction~~The ~~will~~terms ~~not be realized or will not be realized within the expected time period; the ability~~ of ~~Energy Transfer and~~ the ~~Partnership~~Amendment toare ~~integrate~~described ~~the~~in ~~business~~additional ~~successfully~~detail ~~and~~in ~~to achieve anticipated synergies and value creation; potential litigation relating to~~ the ~~proposed~~consent ~~transaction~~solicitation ~~that~~statement ~~could~~on beSchedule ~~instituted~~14A, ~~against~~filed ~~Energy~~by ~~Transfer,~~ the Partnership orwith the ~~directors~~SEC ofon ~~their~~September 27, ~~respective~~2023, ~~general~~which ~~partners;~~Amendment ~~the~~was ~~risk~~approved ~~that~~by ~~disruptions from~~ the ~~proposed~~holders ~~transaction~~of ~~will harm Energy Transfer’s or the~~ Partnership’s ~~business,~~Preferred ~~including~~Units ~~current plans and operations and that management’s time and attention will be diverted~~ on ~~transaction-related issues; potential adverse reactions or changes to business relationships~~October 25, ~~including with employees suppliers~~2023, ~~customers,~~as ~~competitors~~disclosed orin ~~credit rating agencies, resulting from~~ the ~~announcement or completion of the proposed transaction; rating agency actions and Energy Transfer and the~~ Partnership’s ~~ability~~Form ~~to access short~~8-K ~~and~~filed ~~long-term debt markets~~ on ~~a timely and affordable basis; legislative~~October 26, ~~regulatory and economic developments,~~ 2023.

5The summary of the Amendment in this Current Report does not purport to be complete and is qualified by reference to the full text of the Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report, and is incorporated herein by reference.

changes in local, national, or international laws, regulations, and policies affecting Energy Transfer and the Partnership; potential business uncertainty, including the outcome of commercial negotiations and changes to existing business relationships during the pendency of the proposed transaction that could affect Energy Transfer’s and/or the Partnership’s financial performance and operating results; certain restrictions during the pendency of the merger that may impact the Partnership’s ability to pursue certain business opportunities or strategic transactions or otherwise operate its business; acts of terrorism or outbreak of war, hostilities, civil unrest, attacks against Energy Transfer or the Partnership, and other political or security disturbances; dilution caused by Energy Transfer’s issuance of additional units representing limited partner interests in connection with the proposed transaction; the possibility that the transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; the impacts of pandemics or other public health crises, including the effects of government responses on people and economies; changes in the supply, demand or price of oil, natural gas, and natural gas liquids; those risks described in Item 1A9.01. ofFinancial ~~Energy~~Statements ~~Transfer’s Annual Report on Form 10-K, filed with the SEC on February 17, 2023,~~ and its subsequent Quarterly Reports on Form 10 Q and Current Reports on Form 8-K; those risks described in Item 1A of the Partnership’s Annual Report on Form 10-K, filed with the SEC on February 27, 2023, and its subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K; and those risks that will be more fully described in the registration statement on Form S-4 and accompanying proxy statement/prospectus that will be filed with the SEC in connection with the proposed transactionExhibits.

While the list of factors presented here is, and the list of factors to be presented in the registration statement and the proxy statement/prospectus will be, considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Energy Transfer and the Partnership caution you not to place undue reliance on any of these forward-looking statements as they are not guarantees of future performance or outcomes and that actual performance and outcomes, including, without limitation, our actual results of operations, financial condition and liquidity, and the development of new markets or market segments in which we operate, may differ materially from those made in or suggested by the forward-looking statements contained in this communication. Neither Energy Transfer nor the Partnership assumes any obligation to publicly provide revisions or updates to any forward-looking statements, whether as a result of new information, future developments or otherwise, should circumstances change, except as otherwise required by securities and other applicable laws. Neither future distribution of this communication nor the continued availability of this communication in archive form on Energy Transfer’s or the Partnership’s website should be deemed to constitute an update or re-affirmation of these statements as of any future date.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

ExhibitNumber		Description
2.1		Agreement and Plan of Merger, dated as of August 16, 2023, by and among Energy Transfer LP, Energy Transfer Merger Sub LLC, Crestwood Equity Partners LP and, solely for the purposes set forth therein, LE GP, LLC. (incorporated by reference to Exhibit 2.1 to the Partnership’s Current Report on Form 8-K, filed August 16, 2023 (File No. 001-34664)).*
10.1		Form of Director and Officer Indemnification Agreement.
3.1		First Amendment to the Sixth Amended and Restated Agreement of Limited Partnership of Crestwood Equity Partners LP, dated as of November 3, 2023.
104		Cover Page Interactive Data File (- the cover page XBRL tags are embedded within the Inline XBRL document (contained in Exhibit 101).

*	Schedules to this Exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: August 16, 2023


	CRESTWOOD MIDSTREAM PARTNERS LP

	By:	Crestwood Midstream GP LLC, its General Partner

Date: November 3, 2023	By:	/s/ Dylan Bramhall
	Name:	Dylan Bramhall
	Title:	Executive Vice President and Group Chief Financial Officer

CRESTWOOD MIDSTREAM PARTNERS LP By: Crestwood Midstream GP LLC, its General Partner By: /s/ Michael K. Post Name: Michael K. Post Title: Vice President, Associate General Counsel & Corporate Secretary

Filing Compare · Crestwood Midstream Partners LP