THE WOODLANDS, Texas,
Feb. 8, 2017 /PRNewswire/
-- Summit Midstream Partners, LP (NYSE: SMLP) announced today
the commencement of an offer to purchase by its wholly owned
subsidiaries Summit Midstream Holdings, LLC, a Delaware limited liability company (the
"Company"), and Summit Midstream Finance Corp., a Delaware corporation (the "Co-Issuer", and,
together with the Company, the "Issuers" or "Summit") for cash any
and all of the issuer's outstanding 7.50% Senior Notes due 2021
(the "Notes"). As of February 7,
2017, there was $300.0 million
aggregate principal amount of Notes outstanding. The tender
offer is being made pursuant to an Offer to Purchase dated
February 8, 2017 (as may be amended
or supplemented from time to time, the "Offer to Purchase") and the
related Letter of Transmittal and Notice of Guaranteed Delivery (as
may be amended or supplemented from time to time, and together with
the Offer to Purchase, the "Offer Documents"). The tender
offer will expire at 5:00 p.m.,
New York City time, on
February 14, 2017, unless extended
(the "Expiration Time"). Tendered Notes may be withdrawn at any
time before the Expiration Time.
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Holders of Notes that are validly tendered and accepted at or
prior to the Expiration Time, or who deliver to the depositary and
information agent a properly completed and duly executed Notice of
Guaranteed Delivery and subsequently deliver such Notes, each in
accordance with the instructions described in the Offer Documents,
will receive total cash consideration of $1,060.00 per $1,000 principal amount of Notes, plus any
accrued and unpaid interest to, but not including, the settlement
date, which is expected to be February 15,
2017, subject to satisfaction of the Financing Condition
described herein.
The tender offer is contingent upon, among other things,
Summit's successful completion of a proposed debt financing
transaction, the gross proceeds of which will be at least
$350.0 million (the "Financing
Condition"). The tender offer is not conditioned on any minimum
amount of Notes being tendered. Summit may amend, extend or
terminate the tender offer, in its sole discretion. On or after the
settlement date, Summit may exercise its right to optionally redeem
any Notes not validly tendered and purchased in the tender offer,
pursuant to the terms of the indenture governing the Notes, but it
is not obligated to do so.
The terms and conditions of the tender offer are described in
the Offer Documents. BofA Merrill Lynch is serving as the dealer
manager for the tender offer. Questions regarding the tender offer
may be directed to BofA Merrill Lynch, at (888) 292-0070 (U.S.
toll-free) and (980) 387-5602 (collect). Copies of the Offer
Documents may be obtained from the Information Agent for the tender
offer, D.F. King & Co., Inc. at
(800) 755-7250 (U.S. toll-free) and (212) 269-5550 (collect), via
email at smlp@dfking.com, or via the following web address:
www.dfking.com/smlp.
None of Summit, its board of directors, its officers, the dealer
manager, the depositary, the information agent or the trustee with
respect to the Notes, or any of Summit's or their respective
affiliates, makes any recommendation that holders tender or refrain
from tendering all or any portion of the principal amount of their
Notes, and no one has been authorized by any of them to make such a
recommendation. Holders must make their own decision as to whether
to tender their Notes and, if so, the principal amount of Notes to
tender. The tender offer is being made only by the Offer
Documents.
This press release is neither an offer to purchase nor a
solicitation of an offer to sell any Notes in the tender offer. The
tender offer is not being made to holders of Notes in any
jurisdiction in which the making or acceptance thereof would not be
in compliance with the securities, blue sky or other laws of such
jurisdiction. In any jurisdiction in which the tender offer is
required to be made by a licensed broker or dealer, the tender
offer will be deemed to be made on behalf of Summit by the dealer
manager or one or more registered brokers or dealers that are
licensed under the laws of such jurisdiction.
About Summit Midstream Partners, LP
SMLP is a
growth-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 services
pursuant to primarily long-term and fee-based gathering and
processing agreements with customers and counterparties in five
unconventional resource basins: (i) the Appalachian Basin, which
includes the Marcellus and Utica
shale formations in West Virginia
and Ohio; (ii) the Williston Basin, which includes the Bakken and
Three Forks shale formations in North
Dakota; (iii) the Piceance Basin, which includes the
Mesaverde formation as well as the Mancos and Niobrara shale formations in Colorado and Utah, (iv) the Denver-Julesburg Basin, which
includes the Niobrara and Codell
shale formations in Colorado and
Wyoming; and (v) the Fort Worth Basin, which includes the Barnett
Shale formation in Texas. SMLP also owns substantially all of
a 40% ownership interest in Ohio Gathering, which is developing
natural gas gathering and condensate stabilization infrastructure
in the Utica Shale in Ohio. SMLP is headquartered in
The Woodlands, Texas, with
regional corporate offices in Denver,
Colorado and Atlanta,
Georgia.
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. Forward-looking statements 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
2015 Annual Report on Form 10-K as updated and superseded by the
Current Report on Form 8-K/A filed with the Securities and Exchange
Commission on September 1, 2016, and
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