HOUSTON, March 27,
2024 /PRNewswire/ -- Summit Midstream Partners, LP
(NYSE: SMLP) ("Summit," "SMLP" or the "Partnership") today
announced that Summit Midstream Holdings, LLC ("Holdings") and
Summit Midstream Finance Corp. (together with Holdings, the
"Issuers"), which are subsidiaries of the Partnership, are
commencing a cash tender offer (the "Excess Cash Flow Offer") to
purchase up to $19,331,000 aggregate
principal amount (the "Excess Cash Flow Offer Amount") of their
outstanding 8.500% Senior Secured Second Lien Notes due 2026 (the
"Notes") at a purchase price of 100% of the aggregate principal
amount thereof, plus accrued and unpaid interest to, but not
including, the purchase date.
The Excess Cash Flow Offer is being made pursuant to
requirements set forth in the indenture governing the Notes (the
"Indenture"), which requires, if the Partnership has Excess Cash
Flow (as defined in the Indenture) for the period commencing on
January 1 of each fiscal year and
ending on December 31 of such fiscal
year (the twelve-month period ending on each such date, an "ECF
Period"), the Issuers to make an offer to all registered holders
(each a "Holder" and collectively, the "Holders") of Notes to
purchase the maximum principal amount of Notes that may be
purchased with 100% of such Excess Cash Flow for such ECF Period;
provided that no such offer is required to be made to the extent
that the Excess Cash Flow for such ECF Period is less than
$5,000,000 (subject to an aggregate
amount of excluded Excess Cash Flow for all ECF Periods of
$10,000,000).
The Partnership had Excess Cash Flow exceeding $5,000,000 for the ECF Period ending December 31, 2023.
The Excess Cash Flow Offer will expire at 5:00 p.m., New York
City time, on April 24, 2024,
unless extended or the Excess Cash Flow Offer is earlier terminated
by the Issuers, in their sole discretion. If the Notes in an
aggregate principal amount in excess of the Excess Cash Flow Offer
Amount are tendered pursuant to the Excess Cash Flow Offer, the
Issuers will purchase Notes having an aggregate principal amount
equal to the Excess Cash Flow Offer Amount on a pro rata basis from
tendering Holders in accordance with the Indenture.
To the extent that the aggregate principal amount of Notes
tendered pursuant to the Excess Cash Flow Offer is less than the
Excess Cash Flow Offer Amount, the Issuers may use any remaining
Excess Cash Flow Offer Amount for any purpose not otherwise
prohibited by the Indenture.
The Excess Cash Flow Offer is being made pursuant to an Offer to
Purchase, dated the date hereof (the "Offer to Purchase"), which
sets forth the complete terms and conditions of the Excess Cash
Flow Offer. The Excess Cash Flow Offer is made only by and pursuant
to the terms set forth in the Offer to Purchase, 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 Excess Cash Flow Offer. Copies of the Offer to
Purchase may be requested from the tender agent for the Excess Cash
Flow Offer, D.F. King & Co., Inc., at (800) 347-4826
(Toll-Free) or (212) 269-5550, or by email at smlp@dfking.com.
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 EXCESS CASH FLOW OFFER IS BEING MADE ONLY PURSUANT TO THE
OFFER TO PURCHASE 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 EXCESS CASH FLOW OFFER.
NOTEHOLDERS ARE URGED TO CAREFULLY READ THE OFFER TO PURCHASE PRIOR
TO MAKING ANY DECISION WITH RESPECT TO THE EXCESS CASH FLOW OFFER.
THE PARTNERSHIP AND THE ISSUERS DO NOT MAKE ANY RECOMMENDATION AS
TO WHETHER OR NOT HOLDERS SHOULD TENDER THEIR NOTES PURSUANT TO THE
EXCESS CASH FLOW 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 five unconventional resource basins: (i) the Appalachian Basin,
which includes the Marcellus shale formation in 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 Fort Worth Basin, which includes the Barnett
Shale formation in Texas; and (v)
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 2023 Annual Report
on Form 10-K filed with the Securities and Exchange Commission on
March 15, 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