HOUSTON, Nov. 2, 2021 /PRNewswire/ -- Summit Midstream
Partners, LP (NYSE: SMLP) (the "Partnership") announced today that
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, closed a private offering (the "Offering") of
$700,000,000 aggregate principal
amount of 8.50% Senior Secured Second Lien Notes due 2026 (the
"Notes"). Concurrently with the closing of the Offering and the
issuance of the Notes, Summit Holdings, as borrower, entered into a
first-lien, senior secured credit agreement with the Partnership,
certain subsidiaries of the Partnership party thereto, Bank of
America, N.A., as agent and the several lenders and other agents
party thereto, consisting of a $400.0
million asset-based revolving credit facility (the "ABL
Credit Agreement").
The Notes are 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 ABL Credit Agreement or
under the Co-Issuers' 5.75% Senior Notes due 2025 (the "2025
Notes"). The Obligations under and as defined in the ABL Credit
Agreement are jointly and severally guaranteed, on a senior
first-priority secured basis, by the Partnership and certain
subsidiaries of Summit Holdings.
The Co-Issuers used a portion of the net proceeds from the
Offering, together with cash on hand and borrowings under the ABL
Credit Agreement, to repay in full and terminate 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").
The Co-Issuers intend to use the remainder of the net proceeds
to fund the previously announced redemption of all of the
$234,047,000 in aggregate principal
amount outstanding of the Co-Issuers' 5.50% Senior Notes due 2022
(the "2022 Notes"), including accrued and unpaid interest, and for
general corporate purposes, including to pay fees and expenses
associated with the Offering. The Co-Issuers will redeem all of the
2022 Notes at a redemption price equal to 100.0% of the principal
amount of the 2022 Notes, plus accrued and unpaid interest on
November 12, 2021. The indenture
governing the 2022 Notes was satisfied and discharged upon the
closing of the Offering.
The Notes and related guarantees were offered and sold only to
persons reasonably believed to be qualified institutional buyers in
reliance on Rule 144A under the Securities Act of 1933, as amended
(the "Securities Act"), or to persons other than "U.S. persons"
outside the United States in
compliance with Regulation S under the Securities Act. The Notes
and related guarantees have not been registered under the
Securities Act or the securities laws of any other jurisdiction and
may not be offered or sold in the United
States absent registration or an applicable exemption from
the registration requirements. This press release does not
constitute an offer to sell any security, including the Notes, nor
a solicitation for an offer to purchase any security, including the
Notes, and shall not constitute an offer, solicitation or sale in
any jurisdiction in which such offering, solicitation or sale would
be 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 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 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, the use of proceeds from the
Offering and the redemption of the 2022 Notes. 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." 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 2020 Annual Report
on Form 10-K filed with the Securities and Exchange Commission (the
"SEC") on March 4, 2021, its
Quarterly Report on Form 10-Q for the three months ended
March 31, 2021 filed with the SEC on
May 7, 2021 and its Quarterly Report
on Form 10-Q for the three months ended June
30, 2021 filed with the SEC on August
9, 2021, 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