HOUSTON, Nov. 16, 2020 /PRNewswire/ -- Summit Midstream
Partners, LP (NYSE: SMLP) announced today that substantially all
closing conditions to the previously announced consensual Term Loan
restructuring transaction (the "TL Restructuring") involving its
wholly owned, indirect subsidiary, Summit Midstream Partners
Holdings, LLC ("SMP Holdings") have been satisfied. Lenders
collectively holding 100% of the aggregate principal amount of
claims, including the approximately $155.2
million in principal amount outstanding, under SMP Holdings'
Term Loan (the "Term Loan") have consented to the TL Restructuring
and, at closing, will receive their pro rata shares of
consideration consisting of $26.5
million of cash and approximately 2.3 million SMLP common
units currently pledged as collateral under the Term Loan (which
have been adjusted to properly reflect the recent 1-for-15 reverse
SMLP common unit split) in full satisfaction of SMP Holdings'
outstanding obligations under the Term Loan.
The TL Restructuring is expected to close on November 17, 2020. Upon closing of the TL
Restructuring, SMLP will distribute the consideration to the Term
Loan lenders and pay applicable expenses, after which the Term Loan
will be fully discharged and the Term Loan lenders will waive their
rights to any and all claims against SMP Holdings and its
affiliates under the Term Loan and release the non-economic general
partner interest in SMLP from SMP Holdings' collateral package
under the Term Loan.
In addition, the $180.75 million
deferred purchase price obligation (the "DPPO") that SMLP owes to
SMP Holdings will be fully settled concurrently with the closing of
the TL Restructuring once SMLP makes an approximate $27.0 million cash payment to SMP Holdings.
Following this payment, the DPPO will be fully repaid and cease to
exist. SMP Holdings will utilize the approximate $27.0
million of cash received from SMLP to fund the cash consideration
and certain expenses to be paid to the Term Loan lenders in
conjunction with the closing of the TL Restructuring. SMLP
will issue a press release with updated timing expectations if it
deems these transactions no longer achievable on November 17, 2020.
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. Forward-looking statements include, without limitation,
any statement that may project, indicate or imply future results,
events, performance or achievements, such as the completion of the
proposed TL Restructuring and the full settlement and termination
of the Term Loan, 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, Quarterly Report on Form 10-Q for the three months
ended June 30, 2020 filed with the
Securities Exchange Commission on August 7,
2020 and Quarterly Report on Form 10-Q for the three months
ended September 30, 2020 filed with
the Securities Exchange Commission on November 6, 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.
SMLP is actively engaging in various liability management
transactions, including the TL Restructuring discussed above and
the recently consummated cash tender offers for its outstanding
senior notes. SMLP intends to continue to evaluate other liability
management initiatives, as well as potential asset sales or other
divestitures of assets. There is no assurance that any of these
asset sales or other divestitures will be completed. Other
liability management initiatives may involve amendments to SMLP's
revolving credit facility and/or additional repurchases of senior
notes through open market purchases, privately negotiated
transactions, redemptions, additional tender offers, exchange
offers or otherwise.
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SOURCE Summit Midstream Partners, LP