Form 8-K

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

November 8, 2018

Date of Report (Date of earlies event reported)

 

 

CRESTWOOD EQUITY PARTNERS LP

(Exact name of Registrant as specified in its charter)

 

 

 

Delaware   001-34664   43-1918951

(State or other jurisdiction

of incorporation)

  (Commission File Number)  

(IRS Employer

Identification Number)

811 Main Street

Suite 3400

Houston, Texas 77002

(Address of principal executive offices)

(832) 519-2200

(Registrant’s telephone number, including area code)

 

 

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))

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 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) On November 8, 2018, Janeen S. Judah was appointed to the board of directors (the “Board”) of Crestwood Equity GP LLC, the general partner of Crestwood Equity Partners LP (the “Partnership”). Ms. Judah will serve on the Audit Committee of the Board and the newly-formed Sustainability Committee of the Board.

Ms. Judah will be compensated in accordance with the Partnership’s compensation policy for non-employee directors as described in the Partnership’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017. There are no arrangements or understandings between Ms. Judah and any other person pursuant to which Ms. Judah was appointed to the Board, and there are no relationships between Ms. Judah and the Partnership that would require disclosure under Item 404(a) of Regulation S-K of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Pursuant to the Partnership’s Fifth Amended and Restated Agreement of Limited Partnership, as amended, Ms. Judah will be fully indemnified for actions associated with being a director to the extent permitted under Delaware law.

Item 7.01 Regulation FD Disclosure.

A copy of the press release announcing the appointment of Ms. Judah is furnished as Exhibit 99.1 to this Current Report and is incorporated herein by reference.

The information in this Item 7.01 (including the exhibit) shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

 

Exhibit
Number
  

Description

99.1    Press Release dated November 8, 2018

 

2


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.

 

    CRESTWOOD EQUITY PARTNERS LP
    By:  

Crestwood Equity GP LLC,

its General Partner

Date: November 8, 2018     By:   /s/ Robert T. Halpin
      Robert T. Halpin
      Executive Vice President and Chief Financial Officer

 

3

EX-99.1

Exhibit 99.1

 

LOGO   

News Release

CRESTWOOD EQUITY PARTNERS LP

811 Main Street, Suite 3400

Houston, TX 77002

www.crestwoodlp.com

 

Crestwood Appoints Janeen S. Judah to its Board of Directors and Announces Formation of Sustainability Committee

HOUSTON, TEXAS – November 8, 2018 – Crestwood Equity Partners LP (NYSE: CEQP) (“Crestwood” or “CEQP”) announced today that Janeen S. Judah has been appointed to serve on the board of directors of its general partner.

Ms. Judah has more than 35 years’ experience within the energy industry. In 2017, on behalf of Chevron, she served as the president of the Society of Petroleum Engineers International (“SPE”), a global professional association with over 158,000 members. From 2003 to 2015, Ms. Judah held numerous leadership positions at Chevron including general manager for Chevron’s Southern Africa business unit, president of Chevron Environmental Management Company and general manager, Reservoir and Production Engineering for Chevron Energy Technology Company. Before joining Chevron, she held several upstream petroleum engineering positions with Texaco and Arco, and also served as an energy consultant for Arthur D. Little. In 2018, Ms. Judah was recognized by Hart Energy/Oil and Gas Investor Magazine as a Top 25 Influential Women in Energy. Ms. Judah currently serves on the board of directors of Patterson-UTI Energy, Inc. (NASDAQ:PTEN) where she serves as a member of the Audit and Nomination/Governance Committees.

Additionally, Crestwood’s Board announced the formation of its Sustainability Committee which will provide oversight of Crestwood’s sustainability initiatives and will ensure that environmental, social and governance risks are incorporated into its long-term business strategy. The Committee will also oversee the development of Crestwood’s sustainability strategy, as well as review and recommend to the Board for approval of any sustainability reporting and disclosure. Ms. Judah has been appointed chair of the committee and will be joined by current Crestwood Board member John W. Somerhalder II, retired Chief Executive Officer of AGL Resources, Inc. Crestwood plans to issue its inaugural corporate sustainability report in June 2019. In addition, Ms. Judah will join Crestwood’s Audit Committee.

“We are very pleased to welcome Janeen Judah as a member of our Board and look forward to gaining her insights, guidance and expertise to help drive Crestwood’s best-in-class initiatives,” said Robert G. Phillips, Chairman, President and Chief Executive Officer of Crestwood’s general partner. “She’s an inspirational leader whose diverse energy experience as well as her environmental expertise will greatly benefit our company and our commitment to sustainability. Additionally, Janeen will serve as a great role model for Crestwood employees who value her career commitment to leadership and development. Crestwood is dedicated to expanding its commitment to sustainability, operational safety performance, environmental stewardship, community engagement and MLP governance.”

Ms. Judah holds a Bachelor of Science and Masters of Science degrees in petroleum engineering from Texas A&M University, a Masters of Business Administration from the University of Texas of the Permian Basin and a Juris Doctorate from the University of Houston Law Center.

 

-more-


NEWS RELEASE

Page 2 of 2

 

 

 

About Crestwood Equity Partners LP

Houston, Texas, based Crestwood Equity Partners LP (NYSE: CEQP) is a master limited partnership that owns and operates midstream businesses in multiple shale resource plays across the United States. Crestwood Equity is engaged in the gathering, processing, treating, compression, storage and transportation of natural gas; storage, transportation, terminalling, and marketing of NGLs; gathering, storage, terminalling and marketing of crude oil; and gathering and disposal of produced water.

Forward Looking Statements

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 Crestwood’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.

Source: Crestwood Equity Partners LP

Crestwood Equity Partners LP

Investor Contacts

Josh Wannarka, 713-380-3081

josh.wannarka@crestwoodlp.com

Vice President, Investor Relations

Joanne Howard, 832-519-2211

joanne.howard@crestwoodlp.com

Director, Sustainability & Corporate Communications

Elizabeth Suman, 832-519-2276

elizabeth.suman@crestwoodlp.com

Senior Manager, Investor Relations & Corporate Communications

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