HOUSTON, May 7, 2024
/PRNewswire/ -- Summit Midstream Partners, LP (NYSE: SMLP)
("Summit," "SMLP" or the "Partnership") today announced that Summit
Midstream Holdings, LLC ("Holdings") and Summit Midstream Finance
Corp. (together with Holdings, the "Issuers"), which are
subsidiaries of the Partnership, are commencing a cash tender offer
(the "Asset Sale Offer") to purchase up to $215,000,000 aggregate principal amount (the
"Asset Sale Offer Amount") of their outstanding 8.500% Senior
Secured Second Lien Notes due 2026 (the "Notes") at a purchase
price of 100% of the aggregate principal amount thereof, plus
accrued and unpaid interest to, but not including, the purchase
date.
The Asset Sale Offer is being made pursuant to requirements set
forth in the indenture governing the Notes (the "Indenture"), which
generally requires, if the Partnership has Excess Proceeds (as
defined in the Indenture) exceeding $10,000,000 on the 366th day after an Asset Sale
(as defined in the Indenture) (or, at the Issuers' option, any
earlier date), the Issuers to make an offer to all registered
holders (each a "Holder" and collectively, the "Holders") of Notes
to purchase the maximum principal amount of Notes that may be
purchased with 100% of such Excess Proceeds.
The Asset Sale Offer will expire at 5:00
p.m., New York City time,
on June 5, 2024, unless extended or
the Asset Sale Offer is earlier terminated by the Issuers, in their
sole discretion. If the Notes in an aggregate principal amount in
excess of the Asset Sale Offer Amount are tendered pursuant to the
Asset Sale Offer, the Issuers will purchase Notes having an
aggregate principal amount equal to the Asset Sale Offer Amount on
a pro rata basis from tendering Holders in accordance with the
Indenture.
To the extent that the aggregate principal amount of Notes
tendered pursuant to the Asset Sale Offer is less than the Asset
Sale Offer Amount, the Issuers may use any remaining Asset Sale
Offer Amount for any purpose not otherwise prohibited by the
Indenture, including, without limitation, the redemption or
repurchase of the Issuers' outstanding 12.00% Senior Notes due 2026
or 5.75% Senior Notes due 2025.
The Asset Sale Offer is being made pursuant to an Offer to
Purchase, dated the date hereof (the "Offer to Purchase"), which
sets forth the complete terms and conditions of the Asset Sale
Offer. The Asset Sale Offer is made only by and pursuant to the
terms set forth in the Offer to Purchase, and the information in
this press release is qualified by reference to such document.
Subject to applicable law, the Issuers may amend, extend or
terminate the Asset Sale Offer. Copies of the Offer to Purchase may
be requested from the tender agent for the Asset Sale Offer, D.F.
King & Co., Inc., at (800) 347-4826 (Toll-Free) or (212)
269-5550, or by email at smlp@dfking.com.
This press release is for informational purposes only and is
neither an offer to purchase nor a solicitation of an offer to sell
any Notes.
THE ASSET SALE OFFER IS BEING MADE ONLY PURSUANT TO THE OFFER TO
PURCHASE THAT THE ISSUERS WILL DISTRIBUTE TO THEIR NOTEHOLDERS AND
NOTEHOLDERS SHOULD READ CAREFULLY THE OFFER TO PURCHASE BECAUSE IT
CONTAINS IMPORTANT INFORMATION, INCLUDING THE VARIOUS TERMS OF, AND
CONDITIONS TO, THE ASSET SALE OFFER. NOTEHOLDERS ARE URGED TO
CAREFULLY READ THE OFFER TO PURCHASE PRIOR TO MAKING ANY DECISION
WITH RESPECT TO THE ASSET SALE OFFER. THE PARTNERSHIP AND THE
ISSUERS DO NOT MAKE ANY RECOMMENDATION AS TO WHETHER OR NOT HOLDERS
SHOULD TENDER THEIR NOTES PURSUANT TO THE ASSET SALE OFFER.
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 four unconventional resource basins: (i) the Williston Basin, which includes the Bakken and
Three Forks shale formations in North
Dakota; (ii) the Denver-Julesburg Basin, which includes the
Niobrara and Codell shale
formations in Colorado and
Wyoming; (iii) the Fort Worth Basin, which includes the Barnett
Shale formation in Texas; and (iv)
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.
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
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." In addition, any statement concerning future financial
performance (including future revenues, earnings or growth rates),
ongoing business strategies and possible actions taken by SMLP or
its subsidiaries are also forward-looking statements.
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 2023 Annual Report
on Form 10-K filed with the Securities and Exchange Commission on
March 15, 2024. 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