Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
October 26 2021 - 4:05PM
Edgar (US Regulatory)
Filed by: Crestwood Equity Partners LP
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14d-2(b) and
Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Oasis Midstream Partners LP
Commission File Number: 001-38212
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Dear
Crestwood Employees,
Today, we are pleased to announce that Crestwood will acquire
Oasis Midstream Partners, a premier gathering and processing company, in a $1.8 billion transaction. By integrating these two companies, it allows Crestwood to significantly increase our scale and competitive positioning in our core growth
basins while capturing meaningful commercial and operational synergies. Due to our highly complementary asset footprints, this deal allows us to create a firm leadership position both in the Bakken and Delaware basins, and in fact, propels Crestwood
into a top-3 Bakken focused G&P company! Additionally, this will significantly strengthen our financial position by increasing our annual Adjusted EBITDA and positive free cash flow generated by over
40 percent in 2022.
This exciting transaction marks a significant milestone in
Crestwoods history as it accelerates us along the strategic path we have been pursuing for many years, which has been to continue to build out the company to be a
best-in-class MLP midstream infrastructure company. One that continues to meet the needs of our customers and key stakeholders, while creating value for our
investors.
Click below to watch my video message to learn more about this
transformational acquisition. You can read the full announcement, with further details on the transaction, on our website.
*Access video via your web browser outside of VPN.
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Our board and management team continue to position the company with a goal of building a bigger and stronger
Crestwood. We know that our exceptional employee base will welcome the Oasis Midstream employees to our Crestwood family and continue to build on our longstanding culture. The ability to complete this transaction is a direct result of your
commitment to strong execution and building financial strength. I remain grateful for your dedication to Crestwood and all you do to ensure we continue to be an industry leading MLP midstream operator.
We look forward to updating you more on this transaction and answering any questions you may have at the employee townhall meeting later today.
Sincerely,
Bob Phillips
Chairman, President & CEO
Forward-Looking Statements
This email communication
contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 and Section 21E of the Securities and Exchange Act of 1934. The words expects, believes,
anticipates, plans, will, shall, estimates, and similar expressions identify forward-looking statements, which are generally not historical in nature. Forward-looking statements, including
statements regarding the anticipated completion of the proposed transaction and the timing thereof, the expected benefits of the proposed transaction to our unitholders, and the anticipated impact of the proposed transaction on the combined business
and future financial and operating results, are subject to risks and uncertainties and are based on the beliefs and assumptions of management, based on information currently available to them. Although Crestwood believes that these forward-looking
statements are based on reasonable assumptions, it can give no assurance that any such forward-looking statements will materialize. Important factors that could cause actual results to differ materially from those expressed in or implied from these
forward-looking statements include the risks and uncertainties described in Crestwoods reports filed with the Securities and Exchange Commission, including its Annual Report on Form 10-K and its
subsequent reports, which are available through the SECs EDGAR system at www.sec.gov and on our website. Readers are cautioned not to place undue reliance on forward-looking statements, which reflect managements view only as of the date
made, and Crestwood assumes no obligation to update these forward-looking statements.
No Offer or Solicitation
This communication relates to the proposed transaction between Oasis Midstream Partners (Oasis Midstream) and Crestwood. This communication is for
informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, in any jurisdiction, pursuant to the proposed transaction or otherwise, nor shall
there be any sale, issuance, exchange or transfer of the securities referred to in this document in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of
Section 10 of the Securities Act of 1933, as amended.
Additional Information and Where You Can Find It
In connection with the proposed transaction, Crestwood will file a registration statement on Form S-4, including a
preliminary consent statement/prospectus for the unitholders of Oasis Midstream with the U.S. Securities and Exchange Commission (SEC). INVESTORS AND UNITHOLDERS OF CRESTWOOD AND OASIS MIDSTREAM ARE ADVISED TO CAREFULLY READ THE
REGISTRATION STATEMENT AND THE PRELIMINARY CONSENT STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION, THE PARTIES TO THE
TRANSACTION AND THE RISKS ASSOCIATED WITH THE TRANSACTION. The definitive consent statement/prospectus, when available, will be sent to unitholders of Oasis Midstream in connection with the solicitation of consents of Oasis Midstream unitholders
relating to the proposed transactions. Investors and unitholders may obtain a free copy of the preliminary or definitive consent statement/prospectus (each when available) filed by Crestwood or Oasis Midstream with the SEC from the SECs
website at www.sec.gov. Unitholders and other interested parties will also be able to obtain, without charge, a copy of the preliminary or definitive consent statement/prospectus and other relevant documents (when available) from
Crestwoods website at https://www.crestwoodlp.com/investors/ or from Oasis Midstreams website at http://oasismidstream.investorroom.com.
Participants in the Solicitation
Crestwood, Oasis
Midstream and their respective directors, executive officers and general partners, and Oasis Petroleum and its directors and executive officers, may be deemed to be participants in the solicitation of consents from the unitholders of Oasis Midstream
in respect of the transactions. Information about these persons is set forth in the Crestwoods Annual Report on Form 10-K for the year ended December 31, 2020, which was filed with the SEC on
February 26, 2021, Oasis Midstreams Annual Report on Form 10-K for the year ended December 31, 2020, which was filed with the SEC on March 8, 2021, and subsequent statements of changes in
beneficial ownership on file for each of Crestwood and Oasis Midstream with the SEC. Unitholders and investors may obtain additional information regarding the interests of such persons, which may be different than those of the respective
companies unitholders generally, by reading the preliminary or definitive consent statement/prospectus, or other relevant documents regarding the transaction (if and when available), which may be filed with the SEC.
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