Item 8.01 Other Events
On October 13, 2021, Summit Midstream Partners, LP, a Delaware
limited partnership (the “Partnership”), announced that, subject to
market and other conditions, Summit Midstream Holdings, LLC, a
Delaware limited liability company (“Summit Holdings”), and Summit
Midstream Finance Corp., a Delaware corporation (together with
Summit Holdings, the “Co-Issuers”), which are subsidiaries
of the Partnership, commenced a private offering (the “Offering”)
of up to $700,000,000 aggregate principal amount of Senior Secured
Second Lien Notes due 2026 (the “Notes”). The Notes are expected to
pay interest semi-annually and will be jointly and severally
guaranteed, on a senior second-priority secured basis, by the
Partnership and each restricted subsidiary of the Partnership
(other than the Co-Issuers)
that is an obligor under the credit agreement by and among Summit
Holdings, as borrower, Bank of America, N.A., as administrative
agent and trustee, and the several lenders and other agents party
thereto (the “ABL Credit Agreement”), which Summit Holdings expects
to enter into on our about the date on which the Notes are issued,
or the Co-Issuers’ 5.75%
Senior Notes due 2025 on the issue date of the Notes. The Notes
will not be registered under the Securities Act of 1933, as amended
(the “Securities Act”), and the Offering will be made pursuant to
Rule 144A and Regulation S of the Securities Act.
The Co-Issuers intend to
use the net proceeds from the Offering, together with cash on hand
and borrowings under the ABL Credit Agreement, to (i) repay in
full all of Summit Holdings’ obligations under the Third Amended
and Restated Credit Agreement, dated as of May 26, 2017 (as
amended or otherwise modified from time to time), among Summit
Holdings, the lenders from time to time party thereto and Wells
Fargo Bank, National Association, as administrative agent and
collateral agent (the “Revolving Credit Facility”), (ii) redeem all
of the $234,047,000 in aggregate principal amount outstanding of
the Co-Issuers’ 5.50%
Senior Notes due 2022 (the “2022 Notes”), (iii) pay accrued and
unpaid interest on the Revolving Credit Facility and 2022 Notes and
(iv) for general corporate purposes.
In connection with the Offering, the Co-Issuers also plan to deliver a
notice of conditional redemption (the “Redemption Notice”) calling
for redemption on November 12, 2021 (the “Redemption Date”) of
all the 2022 Notes at a redemption price equal to 100.0% of the
principal amount of the 2022 Notes to be redeemed, plus accrued and
unpaid interest, if any, on the 2022 Notes to be redeemed on the
Redemption Date (subject to the right of holders of record on the
relevant record date to receive interest due on an interest payment
date that is on or prior to the Redemption Date). The Co-Issuers intend to finance the
redemption of the 2022 Notes with a portion of the net proceeds
from the Offering. The Co-Issuers’ obligation to redeem the
2022 Notes will be conditioned upon the consummation, on or prior
to the redemption, of certain financing transactions that results
in net cash proceeds, after repayment of the Revolving Credit
Facility, in an amount at least sufficient to pay the redemption
price, all accrued and unpaid interest and all other amounts owing
under the indenture governing the 2022 Notes. The Co-Issuers will publicly announce and
notify the holders of the 2022 Notes and the trustee for the 2022
Notes if any of the foregoing conditions are not satisfied,
whereupon the Redemption Notice will be revoked and the 2022 Notes
will remain outstanding.
A copy of the related press release is filed herewith as Exhibit
99.1 and is incorporated into this Item 8.01 by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
