SEC Info - Crestwood New Mexico Pipeline LLC, et al. - ‘S-4/A’ on 10/28/13

Crestwood New Mexico Pipeline LLC, et al. – ‘S-4/A’ on 10/28/13 – ‘COVER’

On: Monday, 10/28/13, at 5:29pm ET · Private-to-Public: Document ¶ – Release Delayed to: 12/19/13 · Accession #: 1193125-13-413687 · File #s: 333-190997, -01, -02, -03, -04, -05, -06, -07, -08, -09, -10, -11, -12, -13, -14, -15, -16, -17, -18, -19, -20, -21, -22, -23, -24, -25, -26, -27

As Of Filer Filing For·On·As Docs:Size Issuer Agent 10/28/13 Crestwood New Mexico Pipeline LLC S-4/A¶ 58:3.6M Donnelley … Solutions/FA Crestwood Gas Services Operating GP LLC E. Marcellus Asset Company, LLC Sabine Treating LLC Inergy Midstream Operations, LLC Finger Lakes LPG Storage, LLC Crestwood Midstream Partners LP Crestwood Marcellus Midstream LLC Crestwood Appalachia Pipeline LLC Crestwood Arkansas Pipeline LLC Inergy Crude Logistics, LLC Arlington Storage Company, LLC Crestwood Pipeline LLC Cowtown Gas Processing Partners L.P. Crestwood Ohio Midstream Pipeline LLC US Salt, LLC Crestwood Midstream Finance Corp. Cowtown Pipeline Partners L.P. Inergy Dakota Pipeline, LLC Crestwood Panhandle Pipeline LLC Central New York Oil & Gas Company, L.L.C. Crestwood Sabine Pipeline LLC Crestwood Gas Services Operating LLC Inergy Gas Marketing, LLC Crestwood Marcellus Pipeline LLC Inergy Pipeline East, LLC Inergy Terminals, LLC Inergy Storage, Inc.

Document/Exhibit Description Pages Size 1: S-4/A Amendment No. 1 to Form S-4 HTML 693K 57: COVER ¶ Comment-Response or Cover Letter to the SEC HTML 14K 58: CORRESP ¶ Comment-Response or Other Letter to the SEC HTML 62K 2: EX-3.3.1 Articles of Incorporation/Organization or By-Laws HTML 28K 3: EX-3.37 Articles of Incorporation/Organization or By-Laws HTML 25K 4: EX-3.39 Articles of Incorporation/Organization or By-Laws HTML 29K 5: EX-3.40 Articles of Incorporation/Organization or By-Laws HTML 25K 6: EX-3.41 Articles of Incorporation/Organization or By-Laws HTML 30K 7: EX-3.42 Articles of Incorporation/Organization or By-Laws HTML 25K 8: EX-3.43 Articles of Incorporation/Organization or By-Laws HTML 27K 9: EX-3.44 Articles of Incorporation/Organization or By-Laws HTML 33K 10: EX-3.45 Articles of Incorporation/Organization or By-Laws HTML 27K 11: EX-3.46 Articles of Incorporation/Organization or By-Laws HTML 25K 12: EX-3.47 Articles of Incorporation/Organization or By-Laws HTML 24K 13: EX-3.48 Articles of Incorporation/Organization or By-Laws HTML 36K 14: EX-3.49 Articles of Incorporation/Organization or By-Laws HTML 27K 15: EX-3.50 Articles of Incorporation/Organization or By-Laws HTML 27K 16: EX-3.51 Articles of Incorporation/Organization or By-Laws HTML 26K 17: EX-3.52 Articles of Incorporation/Organization or By-Laws HTML 39K 18: EX-3.53 Articles of Incorporation/Organization or By-Laws HTML 44K 19: EX-3.54 Articles of Incorporation/Organization or By-Laws HTML 164K 20: EX-3.55 Articles of Incorporation/Organization or By-Laws HTML 46K 21: EX-3.56 Articles of Incorporation/Organization or By-Laws HTML 27K 22: EX-3.57 Articles of Incorporation/Organization or By-Laws HTML 26K 23: EX-3.58 Articles of Incorporation/Organization or By-Laws HTML 44K 24: EX-3.59 Articles of Incorporation/Organization or By-Laws HTML 39K 25: EX-3.60 Articles of Incorporation/Organization or By-Laws HTML 169K 26: EX-3.61 Articles of Incorporation/Organization or By-Laws HTML 48K 27: EX-3.62 Articles of Incorporation/Organization or By-Laws HTML 26K 28: EX-3.63 Articles of Incorporation/Organization or By-Laws HTML 33K 29: EX-3.64 Articles of Incorporation/Organization or By-Laws HTML 26K 30: EX-3.65 Articles of Incorporation/Organization or By-Laws HTML 33K 31: EX-3.66 Articles of Incorporation/Organization or By-Laws HTML 26K 32: EX-3.67 Articles of Incorporation/Organization or By-Laws HTML 44K 33: EX-3.68 Articles of Incorporation/Organization or By-Laws HTML 33K 34: EX-3.69 Articles of Incorporation/Organization or By-Laws HTML 26K 35: EX-3.70 Articles of Incorporation/Organization or By-Laws HTML 33K 36: EX-3.71 Articles of Incorporation/Organization or By-Laws HTML 34K 37: EX-3.72 Articles of Incorporation/Organization or By-Laws HTML 39K 38: EX-3.73 Articles of Incorporation/Organization or By-Laws HTML 38K 39: EX-3.74 Articles of Incorporation/Organization or By-Laws HTML 38K 40: EX-3.75 Articles of Incorporation/Organization or By-Laws HTML 35K 41: EX-3.76 Articles of Incorporation/Organization or By-Laws HTML 32K 42: EX-3.77 Articles of Incorporation/Organization or By-Laws HTML 34K 43: EX-3.78 Articles of Incorporation/Organization or By-Laws HTML 26K 44: EX-3.79 Articles of Incorporation/Organization or By-Laws HTML 33K 45: EX-3.80 Articles of Incorporation/Organization or By-Laws HTML 24K 46: EX-3.81 Articles of Incorporation/Organization or By-Laws HTML 30K 47: EX-3.82 Articles of Incorporation/Organization or By-Laws HTML 25K 48: EX-3.83 Articles of Incorporation/Organization or By-Laws HTML 247K 49: EX-3.84 Articles of Incorporation/Organization or By-Laws HTML 24K 50: EX-3.85 Articles of Incorporation/Organization or By-Laws HTML 50K 51: EX-4.6 Instrument Defining the Rights of Security Holders HTML 42K 52: EX-5.1 Opinion re: Legality HTML 30K 53: EX-21.1 Subsidiaries HTML 25K 54: EX-23.1 Consent of Experts or Counsel HTML 23K 55: EX-23.2 Consent of Experts or Counsel HTML 25K 56: EX-23.3 Consent of Experts or Counsel HTML 24K

This letter supplements Amendment No. 1 to the Registration Statement on Form S-4 of Crestwood Midstream Partners LP, a Delaware limited partnership (“Crestwood Midstream”), Crestwood Midstream Finance Corp., a Delaware corporation (“Finance Corp” and together with Crestwood Midstream, the “Issuers”) with respect to an offer to exchange (the “Exchange Offer”) up to $500 million of the Issuers’ 6% Senior Notes due 2020 (the “Old Notes”), which were originally issued on December 7, 2012 pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”) for new notes with terms materially identical to the Old Notes but which have been registered under the Securities Act (the “New Notes”), and, therefore, will not be subject to the transfer restrictions applicable to the Old Notes. In connection with the above-referenced Amendment No. 1 to the Registration Statement on Form S-4 (the “Registration Statement”), the Issuers hereby confirm and represent as follows:

1. The Issuers are registering the Exchange Offer in reliance on position and representations of the staff of the Securities and Exchange Commission (the “Staff”) set forth in Shearman & Sterling, SEC No-Action Letter (available July 2, 1993), Morgan Stanley & Co. Incorporated, SEC No-Action Letter (available June 5, 1991), and Exxon Capital Holdings Corporation, SEC No-Action Letter (available May 13, 1988) (collectively, the “No Action Letters”).

2. The Issuers have not entered into any arrangement or understanding with any person to distribute the New Notes to be received in the Exchange Offer and, to the best of the Issuers’ information and belief, each person participating in the Exchange Offer is acquiring the New Notes in its ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the New Notes to be received in the Exchange Offer. In this regard, the Issuers will make each person participating in the Exchange Offer aware (through the prospectus or the letter of transmittal) that, if such person is tendering Old Notes in the Exchange Offer with the intention of participating in any manner in a distribution of the New Notes, such person (i) cannot rely on the Staff position enunciated in the No Action Letters or interpretative letters to similar effect and (ii) must comply with the registration and prospectus delivery requirements of the Securities Act, in connection with a secondary resale transaction. The Issuers acknowledge that such a secondary resale transaction by such person participating in the Exchange Offer for the purpose of distributing the New Notes should be covered by an effective registration statement containing the selling security holder information required by Item 507 of Regulation S-K.

3. Neither of the Issuers nor any affiliate of the Issuers has entered into any arrangement or understanding with any broker-dealer to distribute the New Notes.

4. The Issuers will make each person participating in the Exchange Offer aware (through the prospectus or the letter of transmittal) that any broker-dealer that will receive New Notes for its own account in exchange for Old Notes that were acquired as a result of market-making activities or other trading activities may be a statutory underwriter and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Notes.

5. The Issuers will include in the letter of transmittal to be executed by an exchange offeree in order to participate in the Exchange Offer a provision to the effect that if the exchange offeree is a broker-dealer holding Old Notes acquired for its own account as a result of market-making activities or other trading activities, such broker-dealer will acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of New Notes received in respect of such Old Notes pursuant to the Exchange Offer.

If any additional supplemental information is required by the Staff, please contact Ms. Gillian A. Hobson of Vinson & Elkins L.L.P at 713-758-3747.


Very truly yours, CRESTWOOD MIDSTREAM PARTNERS LP

By:		CRESTWOOD MIDSTREAM GP LLC, its General Partner

By:		/s/ *Michael J. Campbell*
Name:		Michael J. Campbell
Title:		Senior Vice President and Chief Financial Officer


CRESTWOOD MIDSTREAM FINANCE CORP.

By:		/s/ *Michael J. Campbell*
Name:		Michael J. Campbell
Title:		Senior Vice President and Chief Financial Officer

This ‘S-4/A’ Filing

Date

Other Filings

Filed on:

10/28/13

12/7/12

8-K

7/2/93

List all Filings

As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 11/02/23 Crestwood Equity Partners LP 10-Q 9/30/23 85:12M 8/03/23 Crestwood Equity Partners LP 10-Q 6/30/23 90:11M 5/04/23 Crestwood Equity Partners LP 10-Q 3/31/23 89:10M 2/27/23 Crestwood Equity Partners LP 10-K 12/31/22 127:21M 11/03/22 Crestwood Equity Partners LP 10-Q 9/30/22 84:14M 7/28/22 Crestwood Equity Partners LP 10-Q 6/30/22 92:14M 4/28/22 Crestwood Equity Partners LP 10-Q 3/31/22 84:10M 2/28/22 Crestwood Equity Partners LP 10-K 12/31/21 129:20M 2/04/22 Oasis Midstream Partners LP 8-K:1,2,3,5 1/31/22 15:452K Donnelley … Solutions/FA 10/28/21 Crestwood Equity Partners LP 10-Q 9/30/21 89:13M 7/29/21 Crestwood Equity Partners LP 10-Q 6/30/21 87:18M 4/30/21 Crestwood Equity Partners LP 10-Q 3/31/21 85:15M 2/26/21 Crestwood Equity Partners LP 10-K 12/31/20 124:21M 10/29/20 Crestwood Equity Partners LP 10-Q 9/30/20 90:18M 8/06/20 Crestwood Equity Partners LP 10-Q 6/30/20 91:20M

Crestwood New Mexico Pipeline LLC, et al. – ‘S-4/A’ on 10/28/13 – ‘COVER’

On: Monday, 10/28/13, at 5:29pm ET · Private-to-Public: Document `¶` – Release Delayed to: 12/19/13 · Accession #: 1193125-13-413687 · File #s: 333-190997, -01, -02, -03, -04, -05, -06, -07, -08, -09, -10, -11, -12, -13, -14, -15, -16, -17, -18, -19, -20, -21, -22, -23, -24, -25, -26, -27

Previous ‘S-4’: ‘S-4/A’ on 5/13/13 · Next: ‘S-4/A’ on 11/5/13 · Latest: ‘S-4’ on 5/12/17 · 15 References:

Pre-Effective Amendment to Registration of Securities Issued in a Business-Combination Transaction — Form S-4
Filing Table of Contents

Delayed-Release ‘COVER’ — Comment-Response or Cover Letter to the SEC

This is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

15 Subsequent Filings that Reference this Filing

Crestwood New Mexico Pipeline LLC, et al. – ‘S-4/A’ on 10/28/13 – ‘COVER’

On: Monday, 10/28/13, at 5:29pm ET · Private-to-Public: Document ¶ – Release Delayed to: 12/19/13 · Accession #: 1193125-13-413687 · File #s: 333-190997, -01, -02, -03, -04, -05, -06, -07, -08, -09, -10, -11, -12, -13, -14, -15, -16, -17, -18, -19, -20, -21, -22, -23, -24, -25, -26, -27

Pre-Effective Amendment to Registration of Securities Issued in a Business-Combination Transaction — Form S-4Filing Table of Contents

Delayed-Release ‘COVER’ — Comment-Response or Cover Letter to the SEC

This is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

15 Subsequent Filings that Reference this Filing

On: Monday, 10/28/13, at 5:29pm ET · Private-to-Public: Document `¶` – Release Delayed to: 12/19/13 · Accession #: 1193125-13-413687 · File #s: 333-190997, -01, -02, -03, -04, -05, -06, -07, -08, -09, -10, -11, -12, -13, -14, -15, -16, -17, -18, -19, -20, -21, -22, -23, -24, -25, -26, -27

Pre-Effective Amendment to Registration of Securities Issued in a Business-Combination Transaction — Form S-4
Filing Table of Contents