HOUSTON, Oct. 19, 2021 /PRNewswire/ -- Summit
Midstream Partners, LP (NYSE: SMLP) (the "Partnership") announced
today that 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, priced a private offering (the "Offering") of
$700,000,000 aggregate principal
amount of 8.50% Senior Secured Second Lien Notes due 2026 (the
"Notes") at a price of 98.5% of their face value. The Notes will
pay interest semi-annually on April
15 and October 15 of each
year, commencing on April 15, 2022,
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 (the "2025 Notes") on the issue date of the Notes.
The Notes will mature on October 15,
2026; provided that, if the outstanding amount of the 2025
Notes is greater than or equal to $50.0
million on January 14, 2025,
which is 91 days prior to the scheduled maturity date of the 2025
Notes, then the Notes will mature on January
14, 2025. The Offering is expected to close on November 2, 2021, subject to customary closing
conditions.
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) fund the previously announced
conditional redemption of 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 Co-Issuers intend to redeem all of the 2022 Notes at a
redemption price equal to 100.0% of the principal amount of the
2022 Notes, plus accrued and unpaid interest on November 12, 2021. The Co-Issuers expect
net cash proceeds from the Offering, together with cash on hand and
borrowings under the ABL Credit Agreement, after repayment of the
Revolving Credit Facility, to be sufficient to pay the redemption
price, all accrued and unpaid interest and all other amounts owing
under the indenture governing the 2022 Notes.
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 press release 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.
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 anticipated timing of the closing of 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