Crestwood, Inergy to Merge, Form $7B Midstream Energy Co.

Crestwood MidstreamPartners LP (NYSE: CMLP) ("Crestwood Midstream") and Crestwood Holdings LLC("Crestwood Holdings") (collectively, "Crestwood") and Inergy, L.P.(NYSE: NRGY) ("Inergy L.P.") and Inergy Midstream, L.P. (NYSE: NRGM) ("InergyMidstream") (collectively, "Inergy") today announced the signing of definitiveagreements to create a fully integrated midstream partnership with a totalenterprise value of approximately $7 billion. The combination of Crestwood and Inergy creates a diverse platform ofmidstream assets providing broad-ranging services in the premier shale playsin North America including the Marcellus Shale, Bakken Shale, Eagle FordShale, Permian Basin, Powder River Basin Niobrara Shale, Utica Shale, BarnettShale, Fayetteville Shale, Granite Wash, Haynesville Shale and Monterey Shale.The complementary services offered by Crestwood and Inergy create attractiveoperational and financial synergies. In addition, enhanced scale anddiversification provide further financial flexibility to position the combinedpartnership to be a formidable competitor for major greenfield development andacquisition opportunities across the midstream value chain. Further, thecombination of a significant portfolio of long-term, fee-based contracts withhigh-quality customers, coupled with a sizable backlog of organic capitalopportunities across multiple geographies, provides meaningful visibility tolong-term growth.Under the terms of the definitive transaction agreements, which have beenapproved by the boards of directors and independent committees of Crestwoodand Inergy, the combination will be implemented through a series oftransactions, which will result in Crestwood Holdings acquiring the generalpartner, and thus control, of Inergy L.P.  Crestwood's Chairman, President andChief Executive Officer, Robert G. Phillips, will lead Inergy L.P. followingcompletion of the transactions, and will serve as Chairman, President andChief Executive Officer of the combined company.  Until all of thetransactions have closed, Crestwood Midstream and Inergy Midstream willcontinue to operate as separate, independent companies. The terms of the agreements are as follows: Crestwood Holdings will acquirethe general partner of Inergy L.P. and will contribute the general partner andincentive distribution rights of Crestwood Midstream to Inergy L.P. inexchange for Inergy L.P. common units.  Separately, Crestwood Midstream willbe merged with a subsidiary of Inergy Midstream.  In the merger, CrestwoodMidstream unitholders will receive 1.070 common units of Inergy Midstream foreach unit of Crestwood Midstream they own, representing a 5% premium to the20-day volume weighted average price ("VWAP") of Crestwood Midstream's commonunits. Additionally, all Crestwood Midstream public unitholders other thanCrestwood Holdings will receive a one-time cash payment at closing of themerger of approximately $35 million in the aggregate, or $1.03 per unit, $25million of which will be payable by Inergy Midstream and approximately $10million of which will be payable by Crestwood Holdings.  Inergy Midstream andInergy L.P. will continue to be listed on the NYSE under the ticker symbolsNRGM and NRGY, respectively.