Crestwood Midstream Partners LP (“CMLP”), a wholly-owned subsidiary of Crestwood Equity Partners LP (NYSE:CEQP), announced today that CMLP has amended the terms of its previously announced cash tender offers (collectively, the “Tender Offers,” and each offer to purchase a series of notes individually, a “Tender Offer”) to increase the aggregate purchase price from $250,000,000 to $312,000,800, exclusive of accrued interest (the “Aggregate Maximum Purchase Amount”), of the outstanding notes issued by CMLP and its wholly-owned subsidiary, set forth in the table below (collectively, the “Notes”). All other terms of the Tender Offers remain unchanged. The terms and conditions of the Tender Offers are described in an Offer to Purchase dated May 12, 2016 (the “Offer to Purchase”) and the related Letter of Transmittal, and this press release is qualified in all respects by reference to such documents.

The following table identifies the principal amount of each series of the Notes tendered prior to 5:00 p.m., New York City time, on May 25, 2016 (the “Early Tender Date”), according to information provided to CMLP by the tender agent for the Tender Offers. Subject to the satisfaction or waiver of the remaining conditions to the Tender Offers described in the Offer to Purchase, CMLP will accept for purchase the Aggregate Maximum Purchase Amount of these Notes, with each series to be purchased in the principal amount and according to the order of priority shown in the table, with 1 being the highest Acceptance Priority Level and 3 being the lowest Acceptance Priority Level.

Series of Notes  

CUSIP
Number

  

Aggregate
Principal
Amount
Outstanding

  

Acceptance
Priority
Level

  

Principal
Amount
Tendered

  

Principal
Amount Accepted for
Purchase(1)

  

Total
Consideration
(2)

6.000% Senior Notes due 2020 226373AJ7 $500,000,000 1 $161,242,000 $161,242,000 $967.50
6.125% Senior Notes due 2022 226373AH1 $600,000,000 2 $163,564,000 $163,564,000 $953.75
6.250% Senior Notes due 2023 226373AK4 $700,000,000 3 $154,489,000 $0 $952.50
(1)   Subject to the satisfaction or waiver of the conditions to the Tender Offers.
(2) Purchase price per $1,000 principal amount of Notes tendered prior to the Early Tender Date and accepted for purchase by CMLP, including the Early Tender Premium of $50.00 but excluding accrued interest.

The Tender Offers will expire at 11:59 p.m., New York City time, on June 9, 2016 (such date and time with respect to a Tender Offer, as it may be extended for such Tender Offer, the “Expiration Date”). CMLP has the option to settle each Tender Offer on a business day it selects that is prior to the Expiration Date, provided that all conditions to such Tender Offer have been satisfied or waived by such date. If CMLP does not exercise such option, the settlement of each Tender Offer will occur promptly after the applicable Expiration Date, provided that all conditions to such Tender Offer have been satisfied or waived.

On the settlement date, holders of the Notes accepted for purchase will receive the applicable Total Consideration (which includes the applicable Early Tender Premium) shown in the table above. CMLP will also pay accrued interest to the settlement date on all such Notes.

Because all of the Tender Offers have been fully subscribed as of the Early Tender Date, holders who tender Notes after the Early Tender Date will not have any of their Notes accepted for purchase. Any Notes tendered after that date, together with all of the 6.250% Senior Notes due 2023 tendered prior to that date, will be returned to the holders as described in the Offer to Purchase.

Tendered Notes may no longer be withdrawn from the Tender Offers.

Morgan Stanley & Co. LLC is the lead dealer manager and SunTrust Robinson Humphrey, Inc. is the co-dealer manager (together, the “Dealer Managers”). D.F. King & Co., Inc. has been retained to serve as both the tender agent and the information agent for the Tender Offers. Persons with questions regarding the Tender Offers should contact Morgan Stanley & Co. LLC at (toll-free) (800) 624-1808 or (collect) (212) 761-1057. Requests for copies of the Offer to Purchase, the related Letter of Transmittal and other related materials should be directed to D.F. King & Co., Inc. at (toll-free) (866) 829-1035 or (banks and brokers) (212) 269-5550 or email cmlp@dfking.com.

None of CMLP, its management, the Dealer Managers, the tender agent, the information agent or the trustees with respect to the Notes, or any of their respective affiliates, has made any recommendation that holders tender or refrain from tendering all or any portion of the principal amount of their Notes, and no one has been authorized by any of them to make such a recommendation. The Tender Offers are being made only by the Offer to Purchase and related Letter of Transmittal. The Tender Offers are not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the Tender Offers are required to be made by a licensed broker or dealer, the Tender Offers will be deemed to be made on behalf of CMLP by the Dealer Managers or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.

This press release is neither an offer to purchase nor a solicitation of an offer to sell any Notes in the Tender Offers.

Forward-Looking Statement

This press release may include certain statements concerning expectations for the future that are forward-looking statements as defined by federal securities law. Such forward-looking statements are subject to a variety of known and unknown risks, uncertainties, and other factors that are difficult to predict and many of which are beyond management’s control. These risks and assumptions are described in CMLP’s annual reports on Form 10-K and other reports that are available from the United States Securities and Exchange Commission. Readers are cautioned not to place undue reliance on forward-looking statements, which reflect management’s view only as of the date made. We undertake no obligation to update any forward-looking statement, except as otherwise required by law.

About Crestwood Midstream Partners LP

Houston, Texas, based CMLP is a limited partnership and wholly-owned subsidiary of CEQP that owns and operates midstream businesses in multiple unconventional shale resource plays across the United States. CMLP is engaged in the gathering, processing, treating, compression, storage and transportation of natural gas; storage, transportation, terminalling, and marketing of NGLs; and gathering, storage, terminalling and marketing of crude oil.