Good morning, welcome to today's conference call to discuss the recently announced transaction between Crestwood Equity Partners LP and Energy Transfer Partners LP. Joining us today from Crestwood with prepared remarks are Founder, Chairman, and Chief Executive Officer, Bob Phillips, and President, Robert Halpin. Additional members of senior management will be available for the question and answer session with Crestwood's current analysts following the prepared remarks. Before we begin the call, listeners are reminded that the company may make certain forward-looking statements, as defined in the Securities Exchange Act of 1934, that are based on assumptions and information currently available at the time of today's call. Please refer to the company's latest filings with the SEC for a list of risk factors that may cause actual results to differ. Additionally, certain non-GAAP financial measures, such as EBITDA, adjusted EBITDA, distributable cash flow, and free cash flow, will be discussed. Today's call is being recorded. If anyone should require operator assistance during the call, please press star zero on your telephone keypad. With that, I'll turn the call over to Mr. Phillips. Thank you, operator, good morning to everyone. Thank you all for joining us on very short notice. I'm here very excited today to talk about this compelling transaction, merger transaction that we announced this morning. Along with the press release, we have posted a presentation on the Crestwood Company website. We plan to reference certain slides during this call from that presentation, if you have a chance to get to it, fine. If not, I think it's easy to follow on the call script. Following our remarks, we're gonna have a short Q&A. Robert, Johnny, Will are all here. Diaco and Joel, the entire executive team, are here to answer any questions that you might have regarding the deal. Now, turning to the, the deal this morning, Crestwood and Energy Transfer announced that we've entered into a definitive merger agreement under which Energy Transfer will acquire Crestwood in a tax-efficient, all-equity transaction valued at approximately $7.1 billion, including the assumption of debt and preferred equity securities. Under the terms of the agreement, each Crestwood unitholder will receive 2.07 common units of Energy Transfer for each Crestwood common unit, representing an at-the-market exchange ratio for both companies. Upon the closing of the transaction, which we expect to occur in the Q4 of 2023, Energy Transfer will issue to Crestwood approximately 219 million common units, which will represent approximately 6.5% of Energy Transfer's outstanding common stock. If you have the slides available to you, starting with slide five, is an overview of the transaction, give you the specifics there. Let me just jump to 5 and 6 real quick before I turn it over to Robert. We think this transaction represents a highly attractive next step for the Crestwood unitholders, who will be exchanging their equity into one of the largest and most diversified infrastructure companies in North America. Over the last 12 years, we've built a truly outstanding midstream company here at Crestwood. I can't tell you how proud I am of the job that the team's done. We have significant reach and scale across 3 key basins. We also have a reputation for industry expertise and customer service, and a steadfast commitment to sustainable operations and safe operating principles. All of these were driving factors behind Energy Transfer's interest and acquisition of our company. Over the last few years, Crestwood has been a staunch proponent of consolidation within the midstream space, as we have executed on a regional consolidation strategy in the Bakken and the Delaware Basins to build up core franchise assets while divesting our lower growth G&P and storage assets across the country. We've also simplified our structure over the last few years, eliminating most of our joint ventures and creating a cleaner, simpler company that is focused on maximizing free cash flow generation and long-term value for our unitholders. The strategic transaction announced today with Energy Transfer is a result of a comprehensive review conducted by our board of directors and management team, which gave significant consideration to Crestwood's growth potential as a standalone business, as compared to our potential as part of a much larger organization with the scale and diversification of Energy Transfer. Energy Transfer, as you know, is an incredibly balanced, well-integrated asset portfolio spanning the entire midstream value chain, and we believe Crestwood's as-assets have much greater value within that platform versus on a standalone basis. I really wanna take my hat off to the job that Kelcy and Tom and Mackie and others at Energy Transfer have done over the last few years to build up what we think is a premier company, and we're very happy to be merging into Energy Transfer. Before I turn the call over to Robert, I want to walk through the strategic rationale of the deal, and I'd like to personally thank the hardworking and dedicated employees of Crestwood, who collectively have built one of the leading midstream companies in the industry. Over the past 12 years, the employees of Crestwood have worked tirelessly to build a first-class organization focused on providing safe, reliable, and sustainable midstream services to our customers, as well as developing an asset portfolio of high value and critical infrastructure. Today's announcement highlights the value that our employees have built since the company's founding back in 2010, 2011, and for that, I could not be prouder. With that overview and rationale, Robert, I'll turn the call over to you. Thanks, Bob. Thank you all again for joining us this morning. To reiterate what Bob said, we are really excited about this combination and the growth potential it can unlock for Crestwood. We believe the transaction provides a very compelling value proposition for our unitholders, and I will walk you through why we believe that it is the best path forward for the company. Turning back to the slide deck, I'll begin my comments on page seven, which speaks to the value proposition of this deal for Crestwood's unitholders. At a high level, following the close of the transaction, Crestwood unitholders will own approximately 6.5% of the common units of Energy Transfer, one of the largest and most diversified midstream energy companies in North America. Energy Transfer has a fully integrated wellhead-to-water asset base that includes significant NGL fractionation, hydrocarbon export capabilities, natural gas, crude oil, NGL transportation and storage assets, as well as LNG facilities. CEQP unitholders will benefit from Energy Transfer's diversification and scale, as well as cash flow stability, supported by significant take-or-pay contracts from investment-grade counterparties. From a financial perspective, we expect the transaction to result in accretion to Crestwood's unitholders' distribution per unit in 2024, which will be driven by Energy Transfer's public target of 3%-5% annual distribution growth rate. In addition, we are also highly encouraged by the long-term value upside potential as holders of Energy Transfer's units based on their extensive backlog of attractive growth opportunities and financial flexibility to execute on its business plan. Energy Transfer can also realize additional growth over time through combining Crestwood's gathering and processing and storage and logistics operations into Energy Transfer's fully integrated asset base and capturing greater value across the full midstream value chain by connecting Crestwood's assets into that network. From a balance sheet standpoint, Energy Transfer has an investment-grade balance sheet with positive outlooks from all three rating agencies. Crestwood unitholders can benefit from Energy Transfer's attractive cost of capital, which is increasingly important in today's highly competitive midstream industry. In addition, we expect Energy Transfer will have the ability over time to recapitalize meaningful portions of Crestwood's debt and preferred equity capital structure at much lower cost of capital than CEQP standalone. As I briefly touched upon on the earlier slide, Energy Transfer has a fully integrated coast-to-coast asset base that includes significant NGL fractionation, hydrocarbon export facilities, natural gas intrastate and interstate, crude oil, natural gas, and NGL pipelines, and LNG facilities. The pro forma company will have an enterprise value of approximately $108 billion and adjusted EBITDA of approximately $14 billion. In addition to scale and being one of the largest midstream players in North America, Energy Transfer benefits from cash flow diversification with a very balanced asset mix based on product, service offering, and customers, which high grades our gathering and processing weighted portfolio and provides stability through periods of commodity price volatility. Turning to slide nine. In connection with our evaluation of this transaction, and consistent with the all-equity financial structure, we consider the relative value of both Energy Transfer and Crestwood. At the current unit price levels, we believe Energy Transfer has significant unit price appreciation potential based on a number of valuation metrics, including the research analyst's price target median of approximately $17 per unit. At the transaction exchange ratio of 2.07x, the analyst price target of $17 represents an approximately $35 per unit price on an exchange basis for CEQP, representing a more than 30% upside potential from current CEQP pricing levels. In addition, we believe there is further upside potential in Energy Transfer's unit price over time through execution of the business plan and the company re-rating towards the peer group median trading multiple of above 9x firm value to EBITDA. We believe exchanging into Energy Transfer units meaningfully de-risks the status quo business outlook and provides significant upside value for our unitholders over the long term. Now flipping to slide 10. In addition to unit price appreciation over time, we expect Crestwood unitholders will benefit upon closing of the transaction from an increased distribution per unit. As Crestwood has publicly disclosed, our status quo capital allocation priorities are focused on deleveraging our balance sheet to our long-term targets, and as such, we would expect our distribution to remain flat at $0.655 per unit per quarter for the foreseeable future. Based on Energy Transfer's public target of 3%-5% annual growth and the exchange ratio of 2.07 times, we would expect Crestwood unitholders to experience accelerated distribution growth versus the status quo, beginning immediately in 2024, after the transaction has closed. Energy Transfer generates a substantial amount of free cash flow, and the scale, diversity, and stability of that cash flow provides Crestwood unitholders a lower risk path to accelerated distribution growth. In addition, Crestwood will exchange its units into a company with an investment-grade balance sheet and a significantly lower cost of capital. We expect Crestwood unitholders will benefit from the lower cost of capital over time, especially as Energy Transfer looks to recapitalize Crestwood's capital structure in the future. Before we move on to the Q&A session, I want to quickly summarize the transaction highlights for the unitholders and stakeholders of Crestwood. Through this transaction, Crestwood unitholders will own approximately 6.5% of the common units of the pro forma Energy Transfer. We expect Crestwood unitholders will benefit from Energy Transfer's enhanced scale, asset diversification, and fully integrated coast-to-coast asset base, which provides greater cash flow stability through periods of commodity price volatility and business cycles. We expect to enhance our standalone growth outlook by combining Crestwood's gathering and processing and storage and logistics operations into Energy Transfer's fully integrated business, which spans the full midstream value chain. Financially, Crestwood unitholders will be exchanging into a company with an investment-grade balance sheet, while also receiving greater distributions per unit based on Energy Transfer's targeted distribution growth rate and substantial value uplift potential in the future. In short, we believe the transaction delivers to our unitholders a higher yield and value proposition with a lower overall risk profile, representing a very compelling value opportunity over the long term. We are excited about the future as part of Energy Transfer and look forward to bringing our two organizations together. With that, operator, we would like to open the floor up for questions. Thank you. If you'd like to ask a question, please press star one on your telephone keypad. A confirmation tone will indicate your line is in the question queue. You may press star two if you'd like to remove your question from the queue. For participants using speaker equipment, it may be necessary to pick up your handset before pressing the star keys. In the interest of time, we ask that you each keep to one question and one follow-up. Thank you. Our first question comes from the line of Tristan Richardson with Scotiabank. Please proceed with your question. Hey, good morning, guys. Appreciate the time and appreciate the discussion of the strategic rationale. Curious, in terms of thinking about consideration, thinking about value, all stock versus cash component, and then also thinking about just, you know, where Crestwood is thinking about 2024 from a standalone perspective, in terms of free cash flow production and delevering and, and what we all had assumed would be kind of potentially a, a resumption of, of distribution growth. With, with, with that in mind, could you talk about kind of the contemplation of, of, of value in this transaction, especially when we think that Crestwood, you know, over the past year, has traded above $30, and, you know, has averaged somewhere closer to 28? Yeah, just curious about that discussion of, of the consideration and value. Yeah, absolutely, Tristan. It's a, I mean, Tristan, it's a, it's a good question, and I'll, I'll speak to really both components of it. You know, kind of the, the status quo, Crestwood outlook, coupled with the value proposition as we see it through the, the transactions announced this morning. First commentary around the transaction, as you mentioned, in an all-equity consideration mix, you know, we look at the relative value contributions and the implied exchange and benefits that come as a result of that exchange. As we said in our, in our commentary, you know, after conducting a comprehensive review, understanding the outlook for our business, the outlook for Energy Transfer's business, and the enhanced outlook for each company combined, we believe that the relative exchange provides significant upside potential, including the opportunity to accelerate distributions immediately following the close, as well as potential for substantial upside and valuation, as the company's pro forma company continues to execute on its business plan. While we have not provided Crestwood's status quo 2024 outlook, you know, clearly, we will be putting out a proxy statement here in the coming weeks and months, and we'll give full color into the full comprehensive evaluation of our business outlook. Overall, we, we absolutely believe that this transaction significantly de-risks the business while not foreclosing or allowing for significant growth, potential, and upside through both distribution and income, as well as capital appreciation. Appreciate it, Robert. Then just on the follow-up, you know, can you maybe talk about your, your view on the Williston just over the past 2 quarters, just where volumes have trended, and understanding that some of that is isolated incident, but, you know, has, has the view on the Williston changed at all over the past year? Has that view on the Williston maybe accelerated this, you know, this, this negotiated transaction today? No, Christian, Tristan, to answer your question directly, our outlook for the Williston is completely unchanged. You know, it continues to be a core component of Crestwood's trajectory and outlook. Going forward, we continue to have significant levels of activity from our customer base and a long runway of attractive inventory. While, you know, we've had a couple of isolated events related to weather and other instances up in North Dakota, just given the operating environment, nothing has changed in terms of our outlook for the business. In fact, we think a big element of this transaction, both in the Williston and in other basins, is the value creation that can occur through integrating a significant gathering and processing position into a fully integrated downstream market. We love that element of it. We think that's one of the most compelling value propositions, you know, from a midstream standpoint, is that integration model. We're really excited about the opportunities this, that this transaction affords as it relates to that. Great. Bob, Robert, Johnny, thank you guys very much. Thanks, Tristan. Thank you. Our next question comes from the line of Neal Dingman with Truist Securities. Please proceed with your question. Morning, guys. Bob, maybe my first question for you. I'd consider my first question around critical mass, and I guess what I'm getting at is, you all continue to highlight the scale of the combined companies. I'm just wondering, I guess, looking forward now in the, the midstream market, do you believe to have this materially large footprint is necessary in the future midstream market to be competitive? I'm just, Again, it was very noticeable how many times you talked about the, obviously, the pro forma scale. Maybe just if you could talk about that. Thanks, Neil. That is one of the real highlights of this deal. You know, we've been looking at how we could continue to grow Crestwood beyond the three basins where we have established franchise gathering and processing assets. As you know, there aren't many pipelines for sale. We also, in a very competitive world at the wellhead, in the Bakken, the Powder, and the Delaware, we know how important it is competitively to have direct access to the markets, whether it be LNG for gas or fractionation and for NGLs. We have been looking for opportunities to get all the way to the market. We just haven't seen an opportunity to do that at a reasonable price. The combination of Crestwood and Energy Transfer gives us that solid wellhead to burner tip or wellhead-to-water, as they describe it in, in their materials at Energy Transfer, integrated value chain. It makes our gathering and processing assets so much more valuable over the long term, where we can compete for new supplies. We can make sure that our producer customers are getting the highest net backs possible because we have that direct link to the market. This is one of the real long-term strategic benefits of this merger transaction, and that is simply tying the franchise gathering and processing assets we have in those three basins to the market through existing and future Energy Transfer pipelines. We just think it's gonna make a great combination for our customers, and we're really excited about the future of being able to compete when we have connections to the market. We haven't had the, the luxury of being able to do that for the past 13 years, but I think the transaction highlights the really important strategic nature of the gathering and processing assets that we bring to the table. It certainly makes a lot of sense to combine those with the downstream market access that Energy Transfer has. Probably the most exciting part of the deal for me is to be able to see that fully integrated value chain, from wellhead to burner tip, whether it's from the Bakken or, or the Williston, or whether it's from the Delaware, our assets are gonna be key, important, critical infrastructure to get that production to market. We're excited about that. Bob, that leads me to the second question, just on the synergies you mentioned, I think, around $40 million. Is that just by combining that around the entire process? Or maybe, maybe talk about just the synergies you're seeing near term, and is there potential others realized down the line? Yeah, I, I would say that the, the synergy numbers, you know, obviously it's a, it's a combined outlook from, from the Energy Transfer side and, and from, from our side. The synergy, you know, numbers of $40 million in aggregate, $20 million kind of realization in calendar 2024, is largely a function of just the, the operational benefit and cost benefit of having the two organizations together. I would say the full integration commercial value over time that Bob's referencing, is, is not captured in that, and, and part of potential future upside and value from the transaction. In addition to that, while maybe a lesser consideration, but, but more immediate impact, we do think there's pretty meaningful financial and synergy value associated with just our capital structure and the potential to recapitalize components of that at a much lower cost of capital in the investment-grade structure of Energy Transfer. That's what I was looking for. Thanks, Robert. Thank you. Our next question comes from line of Spiro Dounis with Citi. Please proceed with your question. Thanks, operator. Morning, everybody, and congrats. First question, just a bit of a two-parter here, just on, on background. Not sure how much you can provide before the proxy, so I want to respect that process. Just curious if you can just give us some, you know, details on how you got to this point today, maybe what some of the other options were that you were considering, and if there were any other merger candidates that you had looked at. It sounds like scale is, is the big driver of this deal, which I think makes a lot of sense. Just curious why you think now is the right time to merge? What's changed in the last few years that makes scale that much more critical now? Yeah. Thanks for the question, Spiro. It's a great question. And obviously, as you said in your intro, a lot of our response will be better covered in the proxy materials when they're made available here in the near term future. But a slight bit of color on kind of Crestwood's evaluation. You know, as I think we've been fairly public with, you know, our Board always conducts comprehensive reviews of our business outlook, the upsides and risks as it relates to our portfolio, and ways in which we can maximize value for our investors through the asset base which we have.... As, as you said in your comments, you know, our determination through that evaluation is that the benefits of scale and integration of assets across the full value chain, is just a model that's very difficult to compete with and, and really the greatest value proposition for wellhead-oriented assets, you know, over the long term. So I think all the detail and background of, of the board and management team's full evaluation as it relates to this process will be disclosed in the coming weeks. We remain extremely excited with the, the operational and strategic benefits this deal creates, coupled with the, the very compelling financial opportunity we think it creates through the acceleration of distribution, and opportunities to participate in the upside potential around owning Energy Transfer units going forward. Got it. Okay, helpful. We'll, we'll certainly stay tuned for the proxy. Second question, just on, on integration. Curious how we should think about the timeline for ET to be able to integrate downstream with liquids off of your system. I, I imagine you have several firm transport and frac contracts in place, and so just trying to think about the expiration time of some of those. Yes, Bureau, I think that there's more color to come on that in the future once we get further along in the integration process. You know, I think that, you know, no surprise, and I think, pretty consistent with what we said all, you know, throughout this call and in past comments, you know, we see a tremendous amount of value, and know we share that view with the Energy Transfer team around integrating wellhead franchise positions into the downstream network. I would say, you know, full characterization and crystallization of that to be realized over time and more to come as we, as we work through the integration process here in the coming months. Understood. Thanks for the time, guys. Thank you. Ladies and gentlemen, if you'd like to ask a question, please press star 1 on your telephone keypad. Our next question comes from the line of Michael Blum with Wells Fargo. Please proceed with your question. Thanks. Good morning. Just, just one quick one for me. Just a question on how the vote works. From a, from a Crestwood perspective, is the vote based on 50% of votes cast or 50% of total units outstanding? Thanks. 50% of total units outstanding. Perfect. Thank you so much. Thanks, Michael. Thank you. Our next question comes from the line of Jeremy Tonet with JP Morgan. Please proceed with your question. Hi, good morning. Morning, Jeremy. Just wanted to follow up on, on the vote question, I guess, and just the mechanics there. First Reserve is, is treated like other units, or is there anything different to think there? With the preferred outstanding, does this trip any conversion factors there? Just curious on, on those aspects of the vote. Yeah, to the First Reserve question first, they're just like any other unit holder. I think they own, you know, in around, round number 10% of the units outstanding, and will be just as treated as every other unit holder as a part of the vote process. The preferred security will be a part of. You know, those units also vote on an as converted basis, you know, with aligned with the common as it relates to the transaction. That agreement, through our partnership agreement, stipulates some options that they have, around, you know, the closing of this transaction and how those can be dealt with. The general base assumption is that there will be, you know, an assumption of some of that, but the actual mechanics of that election process from the preferred will be conducted through a part of the proxy process. Got it. That's helpful there. Then, just wanted to follow up on some of the prior questions, maybe in a little bit different, you know, viewpoint as far as why now? I mean, it seems like Crestwood had undergone a number of strategic transactions in recent years, and I don't know if everything had quite settled out from those moves. So I guess, was there a view that everything had been achieved from, from prior deals and, and now is the right time to, to move forward? Or just kind of curious on, you know, thought process for why now, you know, right on the heels of these moves. Yeah, Jeremy, it's, it's a great question. I would say that, you know, a lot of the actions that we have undertaken over the last several years were designed to build, you know, scalable franchise positions in the core areas in which we have competitive advantages to grow our platform over the long term, and nothing has changed with respect to that. I think we still, as, you know, in response to Tristan's question earlier, still very much, you know, are excited about the, the inventory outlook and, and producer activity across all of our core GNP assets. What has always been the case, as we've said, is that integration of gathering and processing assets into the market-oriented assets or downstream assets, has always enhanced competitive positioning, significantly enhanced returns on investment, and just drives a much larger value opportunity going forward from wellhead-oriented assets. So that, that view and thesis has never changed. As we evaluate our portfolio and the growth outlook, you know, we expect that we'll continue to see heightened levels of activity across all three basins from our customers, driving supply growth. Now, through the combination, and have our investors have an opportunity to benefit in the full value chain downstream of our assets through the integration, which we think is an extremely compelling opportunity, and one in which we do not believe we could have created on a status quo basis. Got it. Understood. Thank you very much. Thank you. Ladies and gentlemen, that concludes our question and answer session. I'll turn the floor back to Mr. Phillips for final comments. Thank you, operator, and thanks to everyone that joined us on short notice. I, I want to just highlight the deal one more time. Scale is important. We had a couple of questions on that. I think everybody that's involved in the business knows how important scale is, particularly wellhead to burner tip, wellhead to export dock, wellhead-to-water. That kind of strategic integration. ... is what makes companies really competitive in a market where critical infrastructure is the most important element of the midstream service that we provide. We're going to see distribution growth through this combination and an opportunity to see stronger valuations going forward over time. Clearly, Energy Transfer's investment-grade cost of capital was a big element to us, and we're going to see benefits there. There's visible growth in this combined portfolio, a backlog of several billion dollars. We think that is going to lead to a significant growth potential in the stock overall. The synergies, I think, are obvious. Anytime you combine two companies like this, you're going to see operating costs, synergies, financial, as well as commercial synergies. Before we leave, I want to thank the people that made this happen, the deal teams on both sides, plus their advisors, did a great job. Really thankful to them. I want to thank the Crestwood employees again for their hard work over the last 13 years now since we started this company from scratch. We've made quite a reputation for ourselves in the business, and I'm really proud of the job that they've done. I want to thank our customers and speak directly to our customers. This is a great deal for Crestwood and a great deal for Crestwood's customers. We're really proud of that. Then finally, the Crestwood Board of Directors stuck with us through this thing, did a great job of guidance, supervision, of oversight, and making our strategies come real with this, given this opportunity. Operator, I think that's it for today. We appreciate your time, and thanks to everyone on the call. That will end the call today. Thank you. This concludes today's conference call. You may disconnect your lines at this time. Thank you for your participation.
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