Search the web
Welcome, Guest
[Sign Out, My Account]
EDGAR_Online

Quotes & Info
Enter Symbol(s):
e.g. YHOO, ^DJI
Symbol Lookup | Financial Search
NRGY > SEC Filings for NRGY > Form 8-K on 22-Dec-2011All Recent SEC Filings

Show all filings for INERGY L P

Form 8-K for INERGY L P


22-Dec-2011

Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition o


Item 1.01 Entry into a Material Definitive Agreement.

On December 21, 2011, Inergy Midstream, L.P. (the "Partnership"), a subsidiary of Inergy, L.P. ("NRGY"), completed its initial public offering (the "Offering") of 18,400,000 common units representing limited partner interests in the Partnership ("Common Units") at a price to the public of $17.00 per Common Unit pursuant to a Registration Statement on Form S-1, as amended (File No. 333-176445), initially filed by the Partnership with the U.S. Securities and Exchange Commission (the "Commission") on August 24, 2011 pursuant to the Securities Act of 1933, as amended (the "Securities Act"). The material provisions of the Offering are described in the prospectus, dated December 15, 2011, filed by the Partnership with the Commission on December 16, 2011 pursuant to Rule 424(b) under the Securities Act (the "Prospectus"). NRGY and its indirect wholly owned subsidiary, NRGM GP, LLC (the "General Partner"), formed the Partnership. The General Partner is the general partner of the Partnership.

Consent and Amendment No. 2 to Amended and Restated Credit Agreement

On December 21, 2011, NRGY entered into a Consent and Amendment No. 2 (the "Consent and Amendment No. 2") by and among NRGY, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (the "Administrative Agent"), under the Amended and Restated Credit Agreement, dated as of November 24, 2009, as amended and restated as of February 2, 2011, by and among NRGY, the lenders party thereto and the Administrative Agent (the "Credit Agreement"). Under the Consent and Amendment No. 2, the Administrative Agent and the lenders granted their consent to NRGY taking the actions contemplated by the Offering, notwithstanding anything contained in any provisions of the Credit Agreement to the contrary. In addition, under the Consent and Amendment No. 2, the Administrative Agent, the lenders and NRGY agreed to amend the Credit Agreement to update certain provisions and mechanics of the Credit Agreement after giving effect to the actions contemplated by the Offering, including, without limitation, amending (i) the definition of "Consolidated EBITDA," (ii) the definitions of "Subsidiary" and "Pledge Subsidiary," (iii) the affirmative covenant requiring delivery of financial statements and (iv) the schedule of Existing Letters of Credit. The lenders also authorized the Administrative Agent to release the Partnership and its subsidiaries from their obligations under the subsidiary guaranty and to release any lien granted to or held by the Administrative Agent upon any collateral in respect of the Partnership and its subsidiaries.

The foregoing description of the Consent and Amendment No. 2 is qualified in its entirety by reference to the full text of the Consent and Amendment No. 2, which is filed as Exhibit 10.1 to this Form 8-K and incorporated into this Item 1.01 by reference.

Omnibus Agreement

On December 21, 2011, in connection with the closing of the Offering, the Partnership entered into an Omnibus Agreement (the "Omnibus Agreement") by and among the Partnership, the General Partner, NRGY and Inergy GP, LLC, the general partner of NRGY ("NRGY GP").

As described in the Prospectus, the Omnibus Agreement addresses certain aspects of the Partnership's relationship with NRGY and NRGY GP, including: (i) the provision by NRGY to the Partnership of certain administrative services and employees, (ii) certain indemnification obligations, (iii) the Partnership's use of the name "Inergy" and related marks and (iv) NRGY's right to review and first option with respect to any business opportunities that are presented to the Partnership or to NRGY.

For a period of three years after the closing of the Offering, NRGY has agreed to indemnify the Partnership for certain environmental liabilities relating to the ownership and operation of the


Partnership's assets prior to the closing of the Offering. NRGY's aggregate liability for these covered environmental liabilities will not exceed $15 million and amounts are only payable by NRGY after liabilities relating to such covered environmental losses have exceeded $100,000 and then only for such amounts in excess of $100,000. NRGY has agreed to indemnify the Partnership for certain environmental liabilities relating to the ownership and operation of Tres Palacios Gas Storage LLC ("Tres Palacios Gas Storage") and US Salt, LLC, which amounts are similarly subject to a $100,000 threshold. NRGY will also indemnify the Partnership under certain circumstances (i) until the first day after the applicable statute of limitations, for certain federal, state and local income tax liabilities attributable to the ownership and operation of the Partnership's assets or the Partnership's formation transactions prior to the closing of the Offering; and (ii) for a period of three years after the closing of the Offering, the failure to have (A) all necessary consents and governmental permits and (B) valid and indefeasible easement rights, rights-of-way, leasehold and/or fee ownership interest in and to the lands on which the Partnership's assets are located.

In addition, NRGY will indemnify the Partnership for liabilities arising under the purchase and sale agreement that the Partnership entered into in connection with the acquisition of Tres Palacios Gas Storage.

The Partnership has also agreed to indemnify NRGY, NRGY GP and their affiliates (other than the General Partner, the Partnership and the Partnership's subsidiaries) for:

certain environmental liabilities attributable to the ownership and operation of the Partnership's assets, but only to the extent these covered environmental liabilities occur after the closing of the Offering. The Partnership's aggregate liability for such covered environmental liabilities will not exceed $15 million and amounts are only payable by the Partnership after liabilities relating to these covered environmental losses have exceeded $100,000 and then only for such amounts in excess of $100,000; and

losses suffered or incurred by NRGY by reason of or arising out of events and conditions associated with the operation of the Partnership's assets that occur on or after the closing of the Offering (other than covered environmental losses, which are covered by the preceding bullet).

The foregoing description and the description of the Omnibus Agreement contained in the Prospectus are qualified in their entirety by reference to the full text of the Omnibus Agreement, which is filed as Exhibit 10.3 to this Form 8-K and incorporated into this Item 1.01 by reference.

Promissory Note and Assignment and Assumption Agreement

On December 21, 2011, in connection with the Offering, NRGY issued a $255 million unsecured Promissory Note (the "Promissory Note") to JPMorgan Chase . . .



Item 2.01 Completion of Acquisition or Disposition of Assets.

Contribution Agreement

On December 21, 2011, in connection with the closing of the Offering, pursuant to the Contribution, Conveyance and Assumption Agreement by and among NRGY GP, NRGY, Inergy Propane, LLC, MGP GP, LLC, MGP, the General Partner and the Partnership (the "Contribution Agreement"), NRGY conveyed its initial limited partner interest in the Partnership to the Partnership, as a recapitalization of NRGY's interest in the Partnership, in exchange for:

55,925,000 Common Units representing a 75.2% limited partner interest in the Partnership;

the right to receive a distribution from the Partnership of $80 million as reimbursement of pre-formation capital expenditures with respect to the Partnership's assets;

the issuance to MGP of all of the incentive distribution rights in the Partnership;

the Partnership's assumption of the Promissory Note pursuant to the Assignment and Assumption Agreement; and

the right to receive a distribution in the amount of $38,199,000 for the aggregate amount of cash contributed by the underwriters to the Partnership with respect to the 2,400,000 Common Units purchased by and issued to the underwriters in connection with their exercise in full of the over-allotment option.

Pursuant to the Contribution Agreement, the General Partner conveyed its initial general partner interest in the Partnership to the Partnership, as a recapitalization of its interest in the Partnership, in exchange for a non-economic general partner interest in the Partnership.

As a contribution of capital to the Partnership, NRGY also contributed to the Partnership all intercompany indebtedness that the Partnership owed to Inergy Propane, LLC as of December 21, 2011 (the "Intercompany Debt"), and the Intercompany Debt was cancelled.

The foregoing description of the Contribution Agreement is qualified in its entirety by reference to the full text of the Contribution Agreement, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated into this Item 2.01 by reference.



Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The description of the Consent and Amendment No. 2 provided above under Item 1.01 is incorporated into this Item 2.03 by reference.

The description of the Promissory Note provided above under Item 1.01 is incorporated into this Item 2.03 by reference.

The description of the Assignment and Assumption Agreement provided above under Item 1.01 is incorporated into this Item 2.03 by reference.




Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
Number      Description

10.1        Consent and Amendment No. 2, dated as of December 21, 2011, by and
            among Inergy, L.P., the lenders party thereto and JPMorgan Chase Bank,
            N.A., as administrative agent, under the Amended and Restated Credit
            Agreement, dated as of November 24, 2009, as amended and restated as
            of February 2, 2011, by and among Inergy, L.P., the lenders party
            thereto and JPMorgan Chase Bank, N.A., as administrative agent.

10.2        Contribution, Conveyance and Assumption Agreement, dated December 21,
            2011, by and among Inergy GP, LLC, Inergy, L.P., Inergy Propane, LLC,
            MGP GP, LLC, Inergy Midstream Holdings, L.P., NRGM GP, LLC, and Inergy
            Midstream, L.P.

10.3        Omnibus Agreement, dated December 21, 2011, by and among Inergy GP,
            LLC, Inergy, L.P., NRGM GP, LLC and Inergy Midstream, L.P.

10.4        Membership Interest Purchase Agreement, dated December 21, 2011, by
            and among Inergy, L.P. and Inergy Holdings GP, LLC.

10.5        Promissory Note, dated December 21, 2011, issued by Inergy, L.P., as
            borrower, in favor of JPMorgan Chase Bank, N.A.

10.5A       Assignment and Assumption Agreement, dated December 21, 2011, between
            Inergy, L.P., as assignor, and Inergy Midstream, L.P., as assignee,
            relating to the Promissory Note.


  Add NRGY to Portfolio     Set Alert         Email to a Friend  
Get SEC Filings for Another Symbol: Symbol Lookup
Quotes & Info for NRGY - All Recent SEC Filings
Copyright © 2014 Yahoo! Inc. All rights reserved. Privacy Policy - Terms of Service
SEC Filing data and information provided by EDGAR Online, Inc. (1-800-416-6651). All information provided "as is" for informational purposes only, not intended for trading purposes or advice. Neither Yahoo! nor any of independent providers is liable for any informational errors, incompleteness, or delays, or for any actions taken in reliance on information contained herein. By accessing the Yahoo! site, you agree not to redistribute the information found therein.