HOUSTON, July 17,
2024 /PRNewswire/ -- Summit Midstream Partners, LP
(NYSE: SMLP) ("Summit," "SMLP" or the "Partnership") announced
today that Summit Midstream Holdings, LLC ("Holdings") and Summit
Midstream Finance Corp. (together with Holdings, the
"Issuers"), which are subsidiaries of the Partnership, have
commenced a cash tender offer (the "Tender Offer") to purchase any
and all of their outstanding 8.500% Senior Secured Second Lien
Notes due 2026 (the "Notes"). The Tender Offer is being made
pursuant to, and upon the terms and conditions set forth in, an
Offer to Purchase, dated as of the date hereof (the "Offer to
Purchase"), and the accompanying Notice of Guaranteed Delivery (as
they may each be amended or supplemented from time to time, the
"Tender Offer Documents").
Certain information regarding the Notes and the U.S. Treasury
Reference Security, the Bloomberg reference page and the fixed
spread is set forth in the table below.
Title of Security
(1)
|
|
CUSIP
Numbers
|
|
Aggregate
Principal
Amount Outstanding
|
|
U.S. Treasury
Reference Security
|
|
Bloomberg
Reference
Page
|
|
Fixed
Spread
|
8.500% Senior
Secured
Second Lien Notes due
2026
|
|
144A:
86614WAE6
Reg S:
U8604TAB2
|
|
$764,464,000
|
|
0.625% U.S.
Treasury due
October 15, 2024
|
|
FIT3
|
|
0 bps
|
|
(1) The interest rate was
increased to 9.500% on April 1, 2024
|
|
The Tender Offer will expire at 5:00
P.M., New York City time,
on July 23, 2024, unless extended or
earlier terminated by the Issuers in their sole discretion (such
date and time, as the same may be extended, the "Expiration Time").
Tendered Notes may be withdrawn prior to or at the earlier of (i)
the Expiration Time, and (ii) if the Tender Offer is extended, the
10th business day after the commencement of the Tender Offer.
Holders of the Notes are urged to read the Tender Offer Documents
carefully before making any decision with respect to the Tender
Offer. The Issuers reserve the right to amend, extend or terminate
the Tender Offer at any time.
The consideration (the "Purchase Price") for each $1,000 principal amount of the Notes validly
tendered and accepted for purchase pursuant to the Tender Offer
will be determined in the manner described in the Offer to Purchase
by reference to the fixed spread for the Notes specified above plus
the yield based on the bid-side price of the U.S. Treasury
Reference Security specified above, as quoted on the Bloomberg Bond
Trader FIT3 series of pages, at 2:00
p.m. New York City time, on
July 23, 2024, unless the Tender
Offer is extended or earlier terminated by the Issuers. The Issuers
expect that the Settlement Date will be on the same date for each
of (i) accepted Notes that are validly tendered prior to the
Expiration Time and (ii) accepted Notes that are delivered pursuant
to the guaranteed delivery procedures described in the Tender Offer
Documents. In addition to the Purchase Price, holders of Notes that
are validly tendered and accepted for purchase will also receive
accrued and unpaid interest to, but not including, the Settlement
Date. The "Settlement Date" for the Notes will be promptly
following the Expiration Time. It is anticipated that the
Settlement Date for the Notes will be July
26, 2024.
The consummation of the Tender Offer is not conditioned upon any
minimum amount of Notes being tendered for purchase. However, the
Tender Offer is subject to the satisfaction of certain conditions,
including the consummation, on terms and conditions satisfactory to
the Company in its sole discretion, of an offering of at least
$500.0 million aggregate principal
amount of senior secured second lien notes by the Company and
certain other customary conditions.
The Tender Offer is being made pursuant to the Offer to Purchase
and the Notice of Guaranteed Delivery, which set forth the complete
terms and conditions of the Tender Offer. The Tender Offer is made
only by and pursuant to the terms set forth in the Offer to
Purchase and the Notice of Guaranteed Delivery, 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 Tender Offer. In connection with the Tender Offer,
the Issuers retained RBC Capital Markets, LLC as the Dealer
Manager. Questions regarding the Tender Offer should be directed to
RBC Capital Markets, LLC at liability.management@rbccm.com, Attn:
Liability Management or by calling collect at (212) 618-7843 or
toll-free at (877) 381-2099. Copies of the Tender Offer Documents
may be requested from the tender agent for the Tender Offer, D.F.
King & Co., Inc., at (866) 342-4883 (Toll-Free) or (212)
269-5550, or by email at smlp@dfking.com, and may be accessed
online at www.dfking.com/smlp.
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 TENDER OFFER IS BEING MADE ONLY PURSUANT TO THE OFFER TO
PURCHASE AND THE NOTICE OF GUARANTEED DELIVERY 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
TENDER OFFER. NOTEHOLDERS ARE URGED TO CAREFULLY READ THE OFFER TO
PURCHASE AND NOTICE OF GUARANTEED DELIVERY PRIOR TO MAKING ANY
DECISION WITH RESPECT TO THE TENDER OFFER. THE PARTNERSHIP, THE
ISSUERS AND THE DEALER MANAGER DO NOT MAKE ANY RECOMMENDATION AS TO
WHETHER OR NOT HOLDERS SHOULD TENDER THEIR NOTES PURSUANT TO THE
TENDER 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 Annual Report on
Form 10-K for the year ended December 31,
2023, which the Partnership filed with the Securities and
Exchange Commission on March 15,
2024, as amended and updated from time to time, including by
the Partnership's Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 2024, which
the Partnership filed with the SEC on May 6,
2024, and by Exhibit 99.1 to the Partnership's Current
Report on Form 8-K filed with the SEC on June 3, 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