HOUSTON, Oct. 13, 2021 /PRNewswire/ -- Summit
Midstream Partners, LP (NYSE: SMLP) (the "Partnership") announced
today that, subject to market and other conditions, Summit
Midstream Holdings, LLC, a Delaware limited liability company ("Summit
Holdings"), and Summit Midstream Finance Corp., a Delaware corporation (together with Summit
Holdings, the "Co-Issuers"), which are subsidiaries of the
Partnership, commenced a private offering (the "Offering") of up to
$700,000,000 aggregate principal
amount of Senior Secured Second Lien Notes due 2026 (the "Notes").
The Notes are expected to pay interest semi-annually and will be
jointly and severally guaranteed, on a senior second-priority
secured basis, by the Partnership and each restricted subsidiary of
the Partnership (other than the Co-Issuers) that is an obligor
under the credit agreement by and among Summit Holdings, as
borrower, Bank of America, N.A., administrative agent and trustee
and the several lenders and other agents party thereto (the "ABL
Credit Agreement"), which Summit Holdings expects to enter into on
or about the date on which the Notes are issued, or under the
Co-Issuers' 5.75% Senior Notes due 2025 on the issue date of the
Notes.
The Co-Issuers intend to use the net proceeds from the Offering,
together with cash on hand and borrowings under the ABL Credit
Agreement to (i) repay in full all of Summit Holdings' obligations
under the Third Amended and Restated Credit Agreement, dated as of
May 26, 2017 (as amended or otherwise
modified from time to time), among Summit Holdings, the lenders
from time to time party thereto and Wells Fargo Bank, National
Association, as administrative agent and collateral agent (the
"Revolving Credit Facility"), (ii) redeem all of the $234,047,000 in aggregate principal amount
outstanding of the Co-Issuers' 5.50% Senior Notes due 2022 (the
"2022 Notes"), (iii) pay accrued and unpaid interest on the
Revolving Credit Facility and 2022 Notes and (iv) for general
corporate purposes, including fees and expenses associated with the
Offering.
The Notes and related guarantees are being offered only to
persons reasonably believed to be qualified institutional buyers in
reliance on Rule 144A under the Securities Act of 1933, as amended
(the "Securities Act"), or to persons other than "U.S. persons"
outside the United States in
compliance with Regulation S under the Securities Act. The Notes
and related guarantees have not been registered under the
Securities Act or the securities laws of any other jurisdiction and
may not be offered or sold in the United
States absent registration or an applicable exemption from
the registration requirements. This notice does not constitute an
offer to sell any security, including the Notes, nor a solicitation
for an offer to purchase any security, including the Notes, and
shall not constitute an offer, solicitation or sale in any
jurisdiction in which such offering, solicitation or sale would be
unlawful.
In connection with the Offering, the Co-Issuers also announced
today that they plan to deliver a notice of conditional redemption
(the "Redemption Notice") calling for redemption on November 12, 2021 (the "Redemption Date") of all
the 2022 Notes at a redemption price equal to 100.0% of the
principal amount of the 2022 Notes to be redeemed, plus accrued and
unpaid interest, if any, on the 2022 Notes to be redeemed on the
Redemption Date (subject to the right of holders of record on the
relevant record date to receive interest due on an interest payment
date that is on or prior to the Redemption Date). The Co-Issuers
intend to finance the redemption of the 2022 Notes with a portion
of the net proceeds from the Offering. The Co-Issuers' obligation
to redeem the 2022 Notes will be conditioned upon the consummation,
on or prior to the redemption, of certain financing transactions
that results in net cash proceeds, after repayment of the Revolving
Credit Facility, in an amount at least sufficient to pay the
redemption price, all accrued and unpaid interest and all other
amounts owing under the indenture governing the 2022 Notes. The
Co-Issuers will publicly announce and notify the holders of the
2022 Notes and the trustee for the 2022 Notes if any of the
foregoing conditions are not satisfied, whereupon the Redemption
Notice will be revoked and the 2022 Notes will remain
outstanding.
U.S. Bank National Association is the trustee for the 2022 Notes
and is serving as the paying agent for the redemption. Copies of
the Redemption Notice and additional information relating to the
redemption of the 2022 Notes may be obtained from U.S. Bank
National Association, (800) 934-6802.
The redemption of the 2022 Notes will be made solely pursuant to
the Redemption Notice, and this press release shall not constitute
an offer to purchase or redeem, or a solicitation of an offer to
sell, the 2022 Notes.
About Summit Midstream Partners, LP
SMLP is a value-oriented limited partnership focused on
developing, owning and operating midstream energy infrastructure
assets that are strategically located in the core producing areas
of unconventional resource basins, primarily shale formations, in
the continental United States.
SMLP provides natural gas, crude oil and produced water gathering,
processing and transportation services pursuant to primarily
long-term, fee-based agreements with customers and counterparties
in six unconventional resource basins: (i) the Appalachian Basin,
which includes the Utica and
Marcellus shale formations in Ohio
and West Virginia; (ii) the
Williston Basin, which includes
the Bakken and Three Forks shale formations in North Dakota; (iii) the Denver-Julesburg
Basin, which includes the Niobrara
and Codell shale formations in Colorado and Wyoming; (iv) the Permian Basin, which
includes the Bone Spring and Wolfcamp formations in New Mexico; (v) the Fort Worth Basin, which includes the Barnett
Shale formation in Texas; and (vi)
the Piceance Basin, which includes the Mesaverde formation as well
as the Mancos and Niobrara shale formations in Colorado. SMLP has an equity investment in
Double E Pipeline, LLC, which is developing natural gas
transmission infrastructure that will provide transportation
service from multiple receipt points in the Delaware Basin to various delivery points in
and around the Waha Hub in Texas.
SMLP also has an equity investment in Ohio Gathering, which
operates extensive natural gas gathering and condensate
stabilization infrastructure in the Utica Shale in Ohio. SMLP is headquartered in Houston, Texas.
Forward-Looking Statements
This press release includes certain statements concerning
expectations for the future that are forward-looking within the
meaning of the federal securities laws, including, without
limitation, the Co-Issuers' intention to issue the Notes, the final
terms of the Notes and the Offering, the use of proceeds therefrom
and the conditional redemption of the 2022 Notes. Forward-looking
statements include, without limitation, any statement that may
project, indicate or imply future results, events, performance or
achievements and may contain the words "expect," "intend," "plan,"
"anticipate," "estimate," "believe," "will be," "will continue,"
"will likely result," and similar expressions, or future
conditional verbs such as "may," "will," "should," "would," and
"could." Forward-looking statements also contain known and unknown
risks and uncertainties (many of which are difficult to predict and
beyond management's control) that may cause SMLP's actual results
in future periods to differ materially from anticipated or
projected results. An extensive list of specific material risks and
uncertainties affecting SMLP is contained in its 2020 Annual Report
on Form 10-K filed with the Securities and Exchange Commission (the
"SEC") on March 4, 2021, its
Quarterly Report on Form 10-Q for the three months ended
March 31, 2021 filed with the SEC on
May 7, 2021 and its Quarterly Report
on Form 10-Q for the three months ended June
30, 2021 filed with the SEC on August
9, 2021, as amended and updated from time to time. Any
forward-looking statements in this press release are made as of the
date of this press release and SMLP undertakes no obligation to
update or revise any forward-looking statements to reflect new
information or events.
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SOURCE Summit Midstream Partners, LP