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NRGM > SEC Filings for NRGM > Form 8-K on 14-May-2012All Recent SEC Filings

Show all filings for INERGY MIDSTREAM, L.P. | Request a Trial to NEW EDGAR Online Pro

Form 8-K for INERGY MIDSTREAM, L.P.


14-May-2012

Entry into a Material Definitive Agreement, Completion of Acquisition or D


Item 1.01 Entry into a Material Definitive Agreement

On May 14, 2012, Inergy Midstream, L.P. (the "Partnership") entered into a Membership Interest Purchase Agreement (the "Purchase Agreement") with Inergy, L.P., whereby the Partnership acquired all of the issued and outstanding membership interests of US Salt, LLC, a Delaware limited liability company ("US Salt") in exchange for $182,500,000 and 473,707 Partnership common units. The Partnership funded the cash consideration through borrowings under the Partnership's Credit Agreement.

US Salt owns and operates a solution-mining and salt production business with salt caverns that can be developed into natural gas and NGL storage capacity.

The board of directors of NRGM GP, LLC, a Delaware limited liability company and the general partner of the Partnership (the "General Partner"), approved the acquisition of US Salt based on a recommendation from its conflicts committee.

The foregoing description of the Purchase Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Purchase Agreement that is attached hereto as Exhibit 10.1 and incorporated by reference into this Item 1.01.

Relationships

Inergy, L.P. owns 56,398,707 common units, representing an approximate 75% limited partnership interest and all of the incentive distribution rights in the Partnership and indirectly owns the General Partner.

A copy of the press release announcing the transaction is included herewith as Exhibit 99.1.



Item 2.01 Completion of Acquisition or Disposition of Assets

The disclosures set forth under Item 1.01 are incorporated by reference into this Item 2.01.



Item 9.01 Financial Statements and Exhibits

(a) Financial Statements of Businesses Acquired

The Partnership will file the financial statements of the business acquired under cover of Form 8-K/A no later than 71 calendar days after the date this Report was required to be filed.

(b) Pro Forma Financial Information

The Partnership will file pro forma financial information under cover of Form 8-K/A no later than 71 calendar days after the date this Report was required to be filed.

(d) Exhibits

Exhibit Number         Description

     10.1              Membership Interest Purchase Agreement dated May 14, 2012 by
                       and among Inergy, L.P and Inergy Midstream, L.P.

     99.1              Press Release dated May 14, 2012


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