Deal Description: Crestwood Equity Partners LP (“Crestwood”) (NYSE: CEQP) and Oasis Midstream Partners LP (“Oasis Midstream”) (NASD: OMP)  today announced that they have entered into a definitive merger agreement under which Crestwood will acquire Oasis Midstream in an equity and cash transaction valued at approximately $1.8 billion including the assumption of debt. The transaction will largely be equity financed with approximately 33.8 million of newly issued Crestwood common units and $160 million of cash consideration. The transaction is expected to close in the first quarter 2022, subject to customary closing conditions.

Under the terms of the agreement, Oasis Petroleum, Inc. will receive $150 million in cash plus an aggregate of 21.0 million common units in exchange for its 33.8 million common units held in Oasis Midstream. Oasis Midstream public unitholders will receive an aggregate of 12.8 million Crestwood common units in exchange for the 14.8 million Oasis Midstream common units outstanding. This represents a total transaction value of approximately $1.8 billion including the assumption of Oasis Midstream’s outstanding debt of approximately $660 million as of September 30, 2021. In addition, Oasis Petroleum will receive a $10 million cash payment for its ownership of the General Partner interest of Oasis Midstream. Upon closing, Oasis Midstream former unitholders will own approximately 35% of Crestwood’s outstanding common units, of which, approximately 22% will be owned by Oasis Petroleum. In connection with the transaction, Oasis Petroleum will receive the right to appoint two representatives to Crestwood’s Board of Directors, subject to on-going ownership thresholds.

Baker Botts L.L.P. is representing Crestwood in the transaction.

The company’s press release can be found here.

Baker Botts Lawyers/Office Involved:

Corporate: Josh Davidson (Partner, Houston); Jon Bobinger (Partner, Houston); Sarah J. Dodson (Senior Associate, Houston); Garrett Hughey (Associate, Houston); Marshall Heins II (Associate, Houston); Michael Mazidi (Associate, Houston); Chelsea Johnson (Associate, Houston)

Tax: Michael Bresson (Partner, Houston); Jared Meier (Senior Associate, Houston)

Finance: Luke Weedon (Partner, Dallas); Josh Espinosa (Associate, Dallas)

Global Projects: Scott Looper (Partner, Houston); Megan Young (Associate, Houston)

Employee Benefits/Executive Compensation: Gail Stewart (Partner, Houston); Krisa Benskin (Special Counsel, Houston); Gabriela Alvarez (Associate, Houston)

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