8-K

UNITED STATES

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

Date of report (Date of earliest event reported): August 11, 2022

CRESTWOOD EQUITY PARTNERS LP

(Exact name of Registrant as specified in its charter)


DELAWARE	001-34664	43-1918951
(State of incorporation or organization)	(Commission file number)	(I.R.S. employer identification number)

811 Main St., Suite 3400

Houston, TX 77002

(Address of principal executive offices) (Zip code)

Registrant’s telephone number, including area code: (832) 519-2200

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) of the Act


Tile of each class	Trading Symbol(s)	Name of each exchange on which registered
Common units representing limited partner interests	CEQP	New York Stock Exchange
Preferred Units representing limited partner interests	CEQP-P	New York Stock Exchange

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.

Crestwood Equity Partners LP (“Crestwood” or the “Partnership”) issued a press release on August 15, 2022 announcing that the board of directors (the “Board”) of Crestwood Equity GP LLC (the “General Partner”), the general partner of the Partnership, promoted John Black to Executive Vice President and Chief Financial Officer of the Partnership effective as of August 11, 2022. As a result of Mr. Black’s promotion, Robert Halpin, who previously served as President and Chief Financial Officer, will continue to serve as President.

Mr. Black, age 34, formerly Senior Vice President - Finance, has been with the Partnership since November 2014, and in his time with Crestwood has played an integral role in the development and execution of its corporate and financial strategy. In his new role, Mr. Black will serve as the principal financial officer of the Partnership.

In connection with Mr. Black’s appointment as Executive Vice President and Chief Financial Officer, Crestwood Operations LLC and Mr. Black entered into an Amended and Restated Employment Agreement (the “Employment Agreement”). The initial term of the Employment Agreement expires on December 31, 2022, with automatic extensions for additional one-year periods unless either party provides at least thirty days’ advance written notice of non-renewal.

Mr. Black will receive a base salary of $400,000, a target bonus of 90% of base salary and a target equity award consisting of restricted units and performance units of 240% of base salary for the 2023 fiscal year.

With respect to the disclosure required by Item 401(d) of Regulation S-K, there are no family relationships between Mr. Black and any director or executive officer of the Partnership. With respect to Item 404(a) of Regulation S-K, there are no relationships or related transactions between Mr. Black and the Partnership that would be required to be reported.

Under the terms of the Mr. Black’s Employment Agreement dated as of , if Mr. Black’s employment is terminated without “employer cause” or Mr. Black resigns due to “employee cause” or Mr. Black’s employment terminates as a result of death or permanent disability, Mr. Black will be entitled to receive severance equal to two times the sum of his base salary and average annual bonus for the prior two years, payable in equal installments over an 18-month period following termination.

The foregoing description of the Employment Agreement is subject to, and is qualified in entirety by, the full text of the Employment Agreement, which is attached hereto as Exhibit 10.1 and incorporated by reference into this Item 5.02.

Item 7.01 Regulation FD Disclosure.

A copy of the press release announcing the executive officer appointments 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		Exhibit Description

10.1		Employment Agreement between John Black and Crestwood Operations LLC, dated August 15, 2022

99.1		Press Release issued on August 15, 2022

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: August 15, 2022	By:	/s/ Michael K. Post
		Michael K. Post
		Vice President, Associate General Counsel and Corporate Secretary

Crestwood Equity Partners LP filed SEC Form 8-K: Leadership Update, Regulation FD Disclosure, Financial Statements and Exhibits