Enterprising Investor
8 months ago
Summit Midstream Partners, LP Announces Sale of Utica Position for $625 Million (3/22/24)
Concludes Strategic Alternatives Process; Plans to Seek Approval from Unitholders to Convert to a C-Corp
HOUSTON, March 22, 2024 /PRNewswire/ -- Summit Midstream Partners, LP (NYSE: SMLP) ("Summit", "SMLP" or the "Partnership") announced today the sale of Summit Midstream Utica, LLC, which includes its approximately 36% interest in Ohio Gathering Company, LLC ("OGC"), approximately 38% interest in Ohio Condensate Company, LLC ("OCC", collectively with OGC, "Ohio Gathering") and wholly owned Utica assets (collectively, "Utica Position") to a subsidiary of MPLX LP ("MPLX") for $625 million in cash (the "Utica Divestiture").
This transaction is the culmination of the comprehensive strategic review process undertaken by the Summit Board of Directors (the "Board"), in consultation with external advisors, that was publicly announced on October 3, 2023. As part of this process, the Board considered a wide range of opportunities to maximize value for unitholders, including an outright sale of Summit and other divestiture and partnership-level transactions. The Utica Divestiture and conclusion of the strategic review were unanimously approved by the Board. The Board and management team have completed their active process, but will remain open to all potential value-enhancing transactions.
In connection with the Company's strategic review, the Board also evaluated various corporate structures to determine how to drive the greatest long-term value for unitholders. The Board believes converting to a C-Corp positions the Company to maximize value by enhancing trading liquidity, greatly expanding the universe of potential investors and optimizing the long-term tax consequences to unitholders. The Board and management plan to seek approval from Summit unitholders to convert the Partnership to a C-Corp at a Special Meeting later this year. Summit expects to file a proxy statement to provide unitholders with additional information about the rationale and benefits of the C-Corp conversion in advance of the Special Meeting.
Transaction Highlights
- Delivers significant value and dramatically improves credit profile and financial flexibility
- Reduces Summit's current net leverage by 1.5x to sub-4.0x, furthering progress toward achieving 3.5x net leverage target
- Increases liquidity with undrawn $400 million credit facility and more than $325 million of unrestricted cash
- Shifts Summit's portfolio to approximately 55% crude oil-oriented basins
- Accelerates timing of potential preferred equity and common equity distributions
- Positions Summit to continue to fund and execute on organic growth projects including further commercialization of Double E and potential synergistic bolt-on acquisitions, primarily in its Rockies segment
- Enables Summit to further reduce cost of capital in elevated interest rate environment
- Revised pro forma 2024 Adjusted EBITDA guidance of $185 million to $220 million1
Management Commentary
Heath Deneke, President, Chief Executive Officer, and Chairman, commented, "We are pleased to announce this compelling transaction with MPLX, which is the result of a thorough strategic review, and generates substantial value creation opportunities for our unitholders. MPLX has been a great joint venture partner and operator of the OGC and OCC assets since Summit entered the Utica Shale in 2014 and we thank both MPLX and our valued Summit employees for their hard work and dedication to the partnership and producer customers in the region.
As we evaluate the strategic and commercial opportunities for our existing assets, we believe there are several value optimizing strategies to pursue to further build scale, particularly in our Permian and Rockies segments. We continue to believe in the sizeable growth potential of the Delaware Basin and expect to further commercialize Double E's available pipeline capacity. We are confident there are additional commercial opportunities, similar to the recently announced Janus Processing Plant connection, that will continue to drive incremental free cash flow and the value of the pipeline. Further, we believe the DJ Basin and Williston Basin remain fragmented with a sizeable opportunity to pursue value-accretive and synergistic bolt-on acquisitions and organic growth opportunities. With a more focused portfolio and improved credit profile following completion of the transaction, we will be even better positioned to pursue those opportunities, expanding our footprint and service offerings in those regions. We also believe the transaction accelerates our ability to potentially resume preferred and common equity distributions in the near future as we rebuild scale and achieve our longer-term net leverage targets."
Utica Position Overview
Summit Utica: The Summit Utica system is a natural gas gathering system located in Belmont and Monroe counties in southeastern Ohio and serves producers targeting the dry-gas reserves of the Utica and Point Pleasant shale formations. The Summit Utica system gathers and delivers natural gas, primarily under long-term, fee-based gathering agreements, which include acreage dedications.
Ohio Gathering: Ohio Gathering comprises a natural gas gathering system and condensate stabilization facility located in the Utica Shale in southeastern Ohio. The gathering system spans the condensate, liquids-rich and dry-gas windows of the Utica Shale for multiple producers that are targeting production from the Utica and Point Pleasant shale formations across Belmont, Monroe, Guernsey, Harrison and Noble counties in southeastern Ohio. Substantially all gathering services on the Ohio Gathering system are provided pursuant to long-term, fee-based gathering agreements.
Advisors
RBC Capital Markets, LLC served as financial advisor for the Utica Transaction and Locke Lord L.L.P. served as legal advisor to Summit.
About Summit Midstream Partners, LP
SMLP is a value-driven 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 five unconventional resource basins: (i) the Appalachian Basin, which includes the Marcellus shale formation in 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 Fort Worth Basin, which includes the Barnett Shale formation in Texas; and (v) the Piceance Basin, which includes the Mesaverde formation as well as the Mancos and Niobrara shale formations in Colorado. SMLP has an equity method investment in Double E Pipeline, LLC, which provides interstate natural gas transportation service from multiple receipt points in the Delaware Basin to various delivery points in and around the Waha Hub in Texas. SMLP is headquartered in Houston, Texas.
https://www.prnewswire.com/news-releases/summit-midstream-partners-lp-announces-sale-of-utica-position-for-625-million-302097059.html
Enterprising Investor
3 years ago
Summit Midstream Partners, LP Announces Private Offering of $700 Million Senior Secured Second Lien Notes and Conditional Redemption of 5.50% Senior Notes due 2022 (10/13/21)
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.
https://www.prnewswire.com/news-releases/summit-midstream-partners-lp-announces-private-offering-of-700-million-senior-secured-second-lien-notes-and-conditional-redemption-of-5-50-senior-notes-due-2022--301399174.html
Enterprising Investor
3 years ago
Summit Midstream Partners, LP Provides Updated 2021 Financial Guidance (6/21/21)
- Increasing full year 2021 adjusted EBITDA guidance by $12.5 million, or 5.7% at the midpoint, to a new range of $225 million to $240 million
- Maintaining full year 2021 capital expenditure guidance of $20 million to $35 million
- Revolving credit facility balance expected to total approximately $760 million at June 30, 2021, net of unrestricted cash on hand, which reflects an approximate $82 million net debt reduction since December 31, 2020, and a $26 million net debt reduction since March 31, 2021
HOUSTON, June 21, 2021 /PRNewswire/ -- Summit Midstream Partners, LP (NYSE: SMLP) ("Summit", "SMLP" or the "Partnership") today announced an increase to its full year 2021 financial guidance, including a new adjusted EBITDA range of $225 million to $240 million which, at the midpoint, represents an increase of 5.7% from the original guidance range of $210 million to $230 million. Management now expects total indebtedness as of June 30, 2021, net of unrestricted cash on hand, to be reduced by approximately $82 million, which is nearly 6% lower than the outstanding net debt balance as of December 31, 2020.
Heath Deneke, President, Chief Executive Officer and Chairman, commented, "Summit's year to date financial and operational results continue to exceed our original expectations, largely driven by the outperformance from wells turned in line year to date, accelerated customer activity, and continued gains from expense management initiatives that have been implemented across the organization. While we still expect 2021 to be a trough year for new well connect activity across our footprint, we are encouraged by the strengthening commodity price backdrop and increasing customer activity now expected during the second half of the year. As a result of year to date outperformance and accelerated well activity, we are increasing our full year 2021 adjusted EBITDA guidance to a new range of $225 million to $240 million. We are maintaining our 2021 capital expenditure guidance range of $20 million to $35 million."
"The business continues to produce strong free cash flow, which will enable us to reduce outstanding net indebtedness by nearly $82 million by the end of the second quarter and will continue to allow us to reduce our outstanding debt balance for the foreseeable future."
"We continue to make excellent progress with our efforts to refinance our 2022 debt maturities. We have a number of supportive banks working to facilitate our refinancing plans and a strong capital markets backdrop that we expect will help further optimize our comprehensive refinancing solution. We look forward to providing additional details on our refinancing plans ahead of our second quarter earnings call."
Use of Non-GAAP Financial Measures
We report financial results in accordance with U.S. generally accepted accounting principles ("GAAP"). We also present adjusted EBITDA, a non-GAAP financial measure. We define adjusted EBITDA as net income or loss, plus interest expense, income tax expense, depreciation and amortization, our proportional adjusted EBITDA for equity method investees, adjustments related to MVC shortfall payments, adjustments related to capital reimbursement activity, unit-based and noncash compensation, impairments, items of income or loss that we characterize as unrepresentative of our ongoing operations and other noncash expenses or losses, less interest income, income tax benefit, income (loss) from equity method investees and other noncash income or gains. Because adjusted EBITDA may be defined differently by other entities in our industry, our definition of this non-GAAP financial measure may not be comparable to similarly titled measures of other entities, thereby diminishing its utility.
Management uses adjusted EBITDA in making financial, operating and planning decisions and in evaluating our financial performance. Furthermore, management believes that adjusted EBITDA may provide external users of our financial statements, such as investors, commercial banks, research analysts and others, with additional meaningful comparisons between current results and results of prior periods as they are expected to be reflective of our core ongoing business.
Adjusted EBITDA is used as a supplemental financial measure by external users of our financial statements such as investors, commercial banks, research analysts and others.
Adjusted EBITDA is used to assess:
the ability of our assets to generate cash sufficient to make future potential cash distributions and support our indebtedness;
the financial performance of our assets without regard to financing methods, capital structure or historical cost basis;
our operating performance and return on capital as compared to those of other entities in the midstream energy sector, without regard to financing or capital structure;
the attractiveness of capital projects and acquisitions and the overall rates of return on alternative investment opportunities; and
the financial performance of our assets without regard to (i) income or loss from equity method investees, (ii) the impact of the timing of minimum volume commitments shortfall payments under our gathering agreements or (iii) the timing of impairments or other income or expense items that we characterize as unrepresentative of our ongoing operations.
Adjusted EBITDA has limitations as an analytical tool and investors should not consider it in isolation or as a substitute for analysis of our results as reported under GAAP. For example:
certain items excluded from adjusted EBITDA are significant components in understanding and assessing an entity's financial performance, such as an entity's cost of capital and tax structure;
adjusted EBITDA does not reflect our cash expenditures or future requirements for capital expenditures or contractual commitments;
adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs; and
although depreciation and amortization are noncash charges, the assets being depreciated and amortized will often have to be replaced in the future, and adjusted EBITDA does not reflect any cash requirements for such replacements.
We compensate for the limitations of adjusted EBITDA as an analytical tool by reviewing the comparable GAAP financial measures, understanding the differences between the financial measures and incorporating these data points into our decision-making process.
We do not provide the GAAP financial measures of net income or loss or net cash provided by operating activities on a forward-looking basis because we are unable to predict, without unreasonable effort, certain components thereof including, but not limited to, (i) income or loss from equity method investees and (ii) asset impairments. These items are inherently uncertain and depend on various factors, many of which are beyond our control. As such, any associated estimate and its impact on our GAAP performance and cash flow measures could vary materially based on a variety of acceptable management assumptions.
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.
https://www.prnewswire.com/news-releases/summit-midstream-partners-lp-provides-updated-2021-financial-guidance-301316081.html
Enterprising Investor
4 years ago
Summit Midstream Partners, LP Announces Final Results of Series A Preferred Unit Exchange Offer (4/14/21)
HOUSTON, April 15, 2021 /PRNewswire/ -- Summit Midstream Partners, LP (NYSE: SMLP) (the "Partnership") announced today the final results of its offer to exchange (the "Exchange Offer") its 9.50% Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units (Liquidation Preference $1,000) (the "Series A Preferred Units") tendered in the Exchange Offer for up to 2,400,000 newly issued common units representing limited partner interests in the Partnership (the "Common Units"), which expired at 11:59 p.m., New York City time, on April 13, 2021. Based on information provided by American Stock Transfer & Trust Company, LLC, the depositary of the Exchange Offer, 18,662 Series A Preferred Units were properly tendered and not validly withdrawn.
The Partnership accepted for exchange all such Series A Preferred Units and will issue an aggregate of approximately 559,860 Common Units, subject to applicable withholding taxes. The Partnership will promptly deliver the Common Units to be issued in exchange for the Series A Preferred Units properly tendered and accepted for exchange.
About Summit Midstream Partners, LP
SMLP is a value-driven limited partnership focused on developing, owning and operating midstream energy infrastructure assets that are strategically located in unconventional resource basins, primarily shale formations, in the continental United States. SMLP provides natural gas, crude oil and produced water gathering services pursuant to primarily long-term and fee-based gathering and processing 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.
https://www.prnewswire.com/news-releases/summit-midstream-partners-lp-announces-final-results-of-series-a-preferred-unit-exchange-offer-301269488.html
Enterprising Investor
4 years ago
Summit Midstream Partners, LP Announces Preliminary Results of Series A Preferred Unit Exchange Offer (4/14/21)
HOUSTON, April 14, 2021 /PRNewswire/ -- Summit Midstream Partners, LP (NYSE: SMLP) (the "Partnership") announced today preliminary results regarding its offer to exchange (the "Exchange Offer") its 9.50% Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units (Liquidation Preference $1,000) (the "Series A Preferred Units") tendered in the Exchange Offer for up to 2,400,000 newly issued common units representing limited partner interests in the Partnership (the "Common Units"), which expired at 11:59 p.m., New York City time, on April 13, 2021 (the "Expiration Date"). Based on preliminary information provided by American Stock Transfer & Trust Company, LLC, the depositary of the Exchange Offer (the "Depositary"), as of the Expiration Date, 18,662 Series A Preferred Units had been properly tendered (and not validly withdrawn). The number of Series A Preferred Units properly tendered and not validly withdrawn is preliminary and is subject to verification by the Depositary. The Partnership expects to deliver the Common Units to be issued in exchange for the Series A Preferred Units on April 15, 2021.
About Summit Midstream Partners, LP
SMLP is a value-driven limited partnership focused on developing, owning and operating midstream energy infrastructure assets that are strategically located in unconventional resource basins, primarily shale formations, in the continental United States. SMLP provides natural gas, crude oil and produced water gathering services pursuant to primarily long-term and fee-based gathering and processing 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.
https://www.prnewswire.com/news-releases/summit-midstream-partners-lp-announces-preliminary-results-of-series-a-preferred-unit-exchange-offer-301268395.html
MWM
5 years ago
Summit Midstream Partners, LP Closes Acquisition of Summit Midstream Partners, LLC, the Owner of its General Partner, in Tran...
May 28 2020 - 05:26PM
PR Newswire (US) Print
HOUSTON, May 28, 2020 /PRNewswire/ -- Summit Midstream Partners, LP (NYSE: SMLP) ("SMLP" or the "Partnership") announced today (the "Closing Date") that it has closed the previously announced acquisition from Energy Capital Partners II LLC ("ECP"), of (i) Summit Midstream Partners, LLC ("Summit Investments"), the privately held company that indirectly owns SMLP's general partner, Summit Midstream GP, LLC (the "GP"), and (ii) 5.9 million SMLP common units owned directly by an affiliate of ECP, for $35 million in cash plus warrants covering up to 10 million SMLP common units (the "GP Buy-in Transaction"). Concurrent with the closing of the GP Buy-in Transaction, ECP loaned the full $35 million of cash proceeds to SMLP under a first-lien senior secured credit agreement, which will bear interest at 8.0% per annum and mature on March 31, 2021 (the "ECP Loan"). SMLP intends to utilize the proceeds of the ECP Loan to enhance its liquidity position and for general corporate purposes. The acquisition results in a more simplified corporate structure whereby Summit Investments, and all of its subsidiaries, became wholly owned subsidiaries of SMLP, and SMLP will be governed by a board consisting of a majority of independent directors.
Summit Midstream Partners Logo. (PRNewsFoto/Summit Midstream Partners)
Summit Investments owns 100% of Summit Midstream Partners Holdings, LLC ("SMP Holdings"), which owns:
100% of the GP;
45.3 million SMLP common units; and
the $180.75 million deferred purchase price obligation ("DPPO") receivable.
SMP Holdings will continue as the borrower under an existing $158.2 million term loan which matures in May 2022 and is secured by approximately 34.6 million SMLP common units owned by SMP Holdings and the GP interest. The acquired entities, including Summit Investments and SMP Holdings, are unrestricted subsidiaries under SMLP's senior notes indentures, and are not guarantors or restricted subsidiaries under SMLP's revolving credit facility.
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