Crestwood Midstream Partners LP (NYSE:CMLP) signed a definitive agreement to acquire Inergy Midstream, L.P. (NYSE:NRGM) from a group of investor in a reverse merger transaction on May 5, 2013. Under the terms of the agreement, Crestwood Midstream unitholders will receive 1.070 units of Inergy Midstream for each unit of Crestwood Midstream they own. Additionally, all Crestwood Midstream public unitholders other than Crestwood Holdings will receive a one-time cash payment at closing of approximately $35 million in the aggregate, $25 million of which will be payable by Inergy Midstream and approximately $10 million of which will be payable by Crestwood Holdings. Crestwood was the acquirer for accounting purposes. In a related transaction, Crestwood Holdings LLC signed a definitive agreement to acquire Inergy, L.P. (NYSE:NRGY) for $80 million and Inergy, L.P. (NYSE:NRGY) signed a definitive agreement to acquire Crestwood Gas Services GP LLC from Crestwood Holdings LLC in stock. Citigroup Global Markets Inc. and Bank of America N.A. have provided a commitment for the transaction financing. If the transaction is terminated, Crestwood Midstream will be required to pay a $50.8 million termination fee.

Crestwood's Chairman, President and Chief Executive Officer, Robert G. Phillips, will lead Inergy L.P. following completion of the transactions, and will serve as Chairman, President and Chief Executive Officer of the combined company. As of September 26, 2013, Robert D. Taylor will no longer serve on the Board of Directors of Inergy, L.P and Randy E. Moeder will no longer serve on the Board of Directors of Inergy Midstream L.P. As of September 30, 2013, Messrs. Alvin Bledsoe, Randy E. Moeder and John Somerhalder were appointed to the Board for combined companies effective as of the closing of the Proposed Merger. Until all of the transactions have closed, Crestwood Midstream and Inergy Midstream will continue to operate as separate, independent companies. Upon closing of the merger, and assuming the election by Crestwood Holdings of its right to contribute Inergy Midstream units to Inergy L.P., ownership of Inergy Midstream L.P. is expected to be as Current Crestwood Midstream public unitholders other than Crestwood Holdings will own approximately 24.4%, Crestwood Holdings and its affiliates will own approximately 13.7%; Current Inergy Midstream public unitholders will own approximately 19.4%; Current Inergy L.P. public unitholders will own approximately 29.9%; Inergy L.P. will own approximately 4.7%; and Current management of Inergy will own approximately 7.9%. Upon closing of the merger, and assuming the election by Crestwood Holdings of its right to contribute Inergy Midstream units to Inergy L.P., ownership of Inergy L.P. is expected to be as Current Inergy L.P. public unitholders will own approximately 56.4%; Crestwood Holdings and its affiliates will own approximately 29.0%; and Current management of Inergy will own approximately 14.6%. The name of the combined company will be decided as the companies move closer to finalizing the transaction. Following the close of the transaction, the combined partnership will be headquartered in Houston, Texas with executive offices in Kansas City, Missouri and Fort Worth, Texas.

The merger is conditioned on the approval of the holders of a majority of the limited partner interests of Crestwood Midstream, receipt of applicable regulatory approvals, the effectiveness of a registration statement on Form S-4 with respect to the New NRGM Common Units, approval for the listing on the New York Stock Exchange of the New NRGM Common Units, the receipt of certain tax opinions. Crestwood Holdings has agreed to vote its limited partner interests in favor of the transaction. The transaction has been approved by the Boards of Directors and independent committees of Crestwood and Inergy.

As of October 4, 2013, Crestwood Midstream Partners LP's unitholders approved the proposed merger of Crestwood Midstream Partners LP and Inergy Midstream, L.P. The transaction is expected to close on October 7, 2013. Upon closing, the newly combined entity will be named Crestwood Midstream Partners LP and will trade under the ticker symbol CMLP on the New York Stock Exchange beginning on October 8, 2013.

Citigroup Global Markets Inc. acted as financial advisor to Crestwood Midstream Partners for an advisory fee equal to approximately $15 million. Bill Curbow, John O'Connell, Chris May, John Pitts, Alden Millard, Hayley Urkevich Nivelle, Amy Ward, Ed Tolley, David Azarkh, Brian Robbins, Aimee Adler, Eric Wolf, John Creed, Sean Austin, Jodie Pimentel, William E. Curbow, Michael R. Isby and Timothy J. Mulvihill of Simpson Thacher & Bartlett LLP and John Goodgame, W. Thomas Weir and Andy Lehman of Akin Gump Strauss Hauer & Feld LLP acted as legal advisor for Crestwood Midstream Partners. Evercore Partners served as financial advisor to the Conflicts Committee of the Crestwood Midstream Board of Directors, and Morris, Nichols, Arsht & Tunnell LLP served as legal counsel to the Conflicts Committee of the Crestwood Midstream Board of Directors. Mike Rosenwasser, Gillian Hobson, John Lynch, Kai Liekefett, Julian Seiguer and Ryan Carney of Vinson & Elkins LLP acted as legal advisors for Inergy Midstream. Tudor Pickering Holt & Co. served as financial advisor to a committee of independent directors of the Inergy Midstream Board of Directors for a feeof $1.75 million fee payable as $1 million payable upon delivery of its opinion and additional fee of $0.75 million upon closing of the merger. Thomas A. Mullen of Potter Anderson & Corroon LLP served as legal counsel to the committee of Inergy Midstream. Andy Brimmer, Michael Freitag and Michael Freitag of Joele Frank, Wilkinson Brimmer Katcher acted as public relations advisor for the transaction. Greenhill & Co., Inc. and Jefferies LLC acted as financial advisor for Inergy Midstream. Jefferies LLC received an advisory fee of $0.25 million. SunTrust Robinson Humphrey, Inc. acted as financial advisor to a committee of independent directors of the Inergy L.P. Board of Directors, and Michael D. Allen, Gregory Ladner and Srinivas Raju of Richards, Layton & Finger, P.A. served as legal counsel to the committee. Mike O'Leary, Mark Young, Tom Ford, Jennie Howard, Andrew Bethune, Tami Wall and Charles Hornberger of Andrews Kurth, LLP acted as legal advisor for Evercore Partners. Louis G. Hering of Morris, Nichols, Arsht & Tunnell LLP acted as legal advisor for Crestwood Midstream. Georgeson acted as information agent to Crestwood for an advisory fee of $0.01 million.

Crestwood Midstream Partners LP (NYSE:CMLP) completed the acquisition of Inergy Midstream, L.P. (NYSE:NRGM) from a group of investor in a reverse merger transaction on October 7, 2013. Crestwood Midstream shareholders other than Crestwood Gas Services received $1.03 per share of Crestwood Midstream as cash consideration. The cash portion of the consideration was funded in part by cash on hand and drawings by Crestwood on its revolving credit facility.