HOUSTON, Aug. 25, 2020 /PRNewswire/ -- Summit Midstream
Partners, LP (NYSE: SMLP) (the "Partnership" or "SMLP") announced
today that its subsidiaries, Summit Midstream Holdings, LLC and
Summit Midstream Finance Corp. (collectively, the "Issuers"), have
commenced cash tender offers (the "Tender Offers") to purchase a
principal amount 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" (as described below) pursuant to
the terms and subject to the conditions set forth in the Offer to
Purchase, dated the date hereof (as may be amended or supplemented
from time to time, the "Offer to Purchase"). The maximum amount of
2025 Notes that may be purchased in the Tender Offers will be a
principal amount of 2025 Notes that could be purchased with a
purchase price, excluding Accrued Interest (as defined herein), of
up to $60,000,000 (the "2025 Notes
Tender Offer Cap"), and the maximum amount of 2022 Notes that may
be purchased in the Tender Offers will be a principal amount of
2022 Notes that could be purchased with a purchase price, excluding
Accrued Interest, of up to $60,000,000 less the aggregate purchase price,
excluding Accrued Interest, of 2025 Notes purchased in the Tender
Offers (together with the 2025 Tender Offer Cap, the "Tender Offer
Caps").
The Tender Offers are being conducted as separate modified
"Dutch Auctions" with respect to each series of Notes. This
means that if a holder of the Notes (individually a "Holder" and
collectively, the "Holders") elects to participate, the Holder must
specify the minimum total consideration (the "Bid Price") the
Holder would be willing to receive in exchange for each
$1,000 principal amount of 2025 Notes
and/or 2022 Notes the Holder chooses to tender in the Tender
Offers. The Bid Price specified by the Holder with respect to
any series of Notes must be within the applicable Bid Price Range
as shown in the table below. Whether and to what extent the
tendered Notes are accepted for purchase in the Tender Offers will
depend upon how the Bid Price specified by the Holder for any
series of Notes compares to Bid Prices specified by other tendering
Holders of Notes for such series of Notes. All 2025 Notes
validly tendered at or prior to Expiration Time (as defined herein)
will be accepted before any 2022 Notes validly tendered at or prior
to the Expiration Time are accepted.
The following table sets forth some of the terms of the Tender
Offers:
Title of
Notes
|
|
CUSIP
Number(1)
|
|
Principal
Amount
Outstanding(2)
|
|
Total
Consideration (Bid
Price Range)(3)
|
5.75% Senior Notes
due 2025
|
|
86614WAD8
|
|
$393,765,000
|
|
$525.00 -
$600.00
|
5.50% Senior Notes
due 2022
|
|
86614WAC0
|
|
$267,586,000
|
|
$675.00 -
$725.00
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
No representation is
made as to the correctness or accuracy of the CUSIP numbers listed
in this release or printed on the Notes. They are provided
solely for the convenience of the Holders.
|
(2)
|
As of August 25,
2020.
|
(3)
|
Per $1,000 principal
amount of the applicable series of Notes tendered at or prior to
the Early Tender Deadline and accepted for purchase, which includes
the Early Tender Premium of $25.00 per $1,000 principal amount of
Notes. Holders of Notes accepted for purchase will also receive
Accrued Interest.
|
Holders of Notes who validly tender (and do not validly
withdraw) their Notes at or prior to 5:00
p.m., New York City time,
on Tuesday, September 8, 2020, unless
extended (the "Early Tender Deadline"), will receive the applicable
"Total Consideration," including an "Early Tender Payment" of
$25.00 per $1,000 principal amount of Notes tendered.
Holders who validly tender their Notes after the Early Tender
Deadline, and do not validly withdraw before 5:00 p.m., New York
City time, on Tuesday, September 8,
2020, will not be eligible to receive the Early Tender
Payment. In addition, Holders of Notes accepted for purchase
will receive accrued and unpaid interest, less any applicable
withholding taxes, from the last payment date to, but not
including, the settlement date ("Accrued Interest").
D.F. King & Co., Inc. is acting as the Tender and
Information Agent and Guggenheim Securities, LLC is acting as the
Dealer Manager for the Tender Offers.
The Tender Offers are scheduled to expire at 11:59 p.m., New York
City time, on September 22,
2020 (the "Expiration Time"), unless extended. We plan to
settle the Tender Offers on September 24,
2020.
The complete terms and conditions of the Tender Offers are set
forth in the Offer to Purchase that is being sent to the Holders.
Copies of the Offers 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