HOUSTON, Sept. 23, 2020 /PRNewswire/ -- Summit Midstream
Partners, LP (NYSE: SMLP) (the "Partnership" or "SMLP") announced
today the expiration and final results of its previously announced
cash tender offers (the "Tender Offers") by its subsidiaries,
Summit Midstream Holdings, LLC and Summit Midstream Finance Corp.
(collectively, the "Issuers"), to purchase a portion of the
Issuers' outstanding 5.75% Senior Notes due 2025 ("2025 Notes") and
outstanding 5.50% Senior Notes due 2022 ("2022 Notes" and, together
with the 2025 Notes, the "Notes") in separate modified "Dutch
Auctions" pursuant to the terms and subject to the conditions set
forth in the Offer to Purchase, dated August
25, 2020 (as amended and supplemented from time to time, the
"Offer to Purchase").
According to information provided by D.F. King & Co., Inc.,
the Tender and Information Agent for the Tender Offers,
approximately $38,694,000 aggregate
principal amount of the 2025 Notes were validly tendered and not
withdrawn at or below the price of $575.00 per $1,000
principal amount of the 2025 Notes and approximately $33,539,000 aggregate principal amount of the
2022 Notes were validly tendered and not withdrawn at or below the
price of $700.00 per $1,000 principal amount of the 2022 Notes
(collectively, the "Tendered Notes") as of 11:59 p.m., New York
City time, on Tuesday, September 22,
2020 (the "Expiration Time"). The Issuers expect to accept
for purchase all such 2025 Notes for $575.00 per $1,000
principal amount of the 2025 Notes and all such 2022 Notes for
$700.00 per $1,000 principal amount of the 2022 Notes (the
"Tender Offer Consideration") and expect to make payment for the
Tendered Notes on September 24, 2020.
All holders of Notes tendered and not withdrawn at or before
5:00 p.m., New York City time, on Wednesday, September 16, 2020 will also receive
an early tender premium of $25.00 per
$1,000 principal amount of such Notes
in addition to the Tender Offer Consideration. The total principal
amount of 2025 Notes that the Issuers have accepted for purchase
represent approximately 9.8% of the total principal amount of
outstanding 2025 Notes as of September 22,
2020, and the total principal amount of 2022 Notes that the
Issuers have accepted for purchase represent approximately 12.5% of
the total principal amount of outstanding 2022 Notes as of
September 22, 2020.
Upon settlement of the Tender Offers on September 24, 2020, SMLP expects to retire
$72,233,000 aggregate principal
amount of the Notes at a weighted average discount of approximately
34%, including the early tender premium and excluding accrued
interest, resulting in the remaining aggregate principal amounts of
$355,071,000 and $234,047,000 for the 2025 Notes and 2022 Notes,
respectively. After settlement of the Tender Offers, and
including the results from SMLP's previously disclosed debt buyback
program that commenced in May 2020,
SMLP will have retired $210,882,000
aggregate principal amount of the Notes at a weighted average
discount of approximately 39%.
The complete terms and conditions of the Tender Offers are set
forth in the Offer to Purchase that was sent to the Holders. Copies
of the Offer to Purchase may be obtained from the Tender and
Information Agent, D.F. King &
Co., Inc., at 800-967-5084 (toll free) for noteholders,
212-269-5550 for banks and brokers or smlp@dfking.com.
THIS PRESS RELEASE IS NEITHER AN OFFER TO PURCHASE NOR A
SOLICITATION OF AN OFFER TO SELL ANY OF THE NOTES. THIS PRESS
RELEASE IS NOT A SOLICITATION FOR ACCEPTANCE OF THE TENDER OFFERS.
THE PARTNERSHIP IS MAKING THE TENDER OFFERS ONLY BY, AND PURSUANT
TO THE TERMS OF THE OFFER TO PURCHASE AND OTHER RELATED DOCUMENTS.
THE TENDER OFFERS ARE NOT BEING MADE 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. NONE
OF THE ISSUERS, THE PARTNERSHIP, OUR GENERAL PARTNER, ITS BOARD OF
DIRECTORS, OFFICERS OR EMPLOYEES, THE TENDER AND INFORMATION AGENT
OR THE DEALER MANAGER FOR THE TENDER OFFERS MAKES ANY
RECOMMENDATION IN CONNECTION WITH THE TENDER OFFERS. THIS PRESS
RELEASE SHALL NOT CONSTITUTE AN OFFER, SOLICITATION OR SALE IN ANY
JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE IS
UNLAWFUL.
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.
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, information concerning completion of
the Tender Offers, the terms and timing of the Tender Offers, and
the impact of completion of the Tender Offers. The Issuers may
modify the terms or timing of the Tender Offers with requisite
notice. Forward-looking statements include, without
limitation, any statement that may project, indicate or imply
future results, events, performance or achievements including
statements about the Tender Offers and statements about the Notes
that remain outstanding after the Tender Offers, 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
2019 Annual Report on Form 10-K filed with the Securities and
Exchange Commission on March 9, 2020, Quarterly Report on
Form 10-Q for the three months ended March
31, 2020 filed with the Securities Exchange Commission on
May 8, 2020, and Quarterly Report on
Form 10-Q for the three months ended June
30, 2020 filed with the Securities Exchange Commission on
August 10, 2020, each 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