Summit Midstream Partners’ $700 Million Notes Offering

Baker Botts advised Summit Midstream Partners on the deal.

Summit Midstream Partners, LP (NYSE: SMLP) (the “Partnership”) announced on October 19, 2021 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, priced a private offering (the “Offering”) to eligible purchasers pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended, of $700 million aggregate principal amount of 8.50% Senior Secured Second Lien Notes due 2026 (the “Notes”) at a price of 98.5% of their face value. The closing of the Offering is expected to occur on November 2, 2021 and is subject to the satisfaction of customary closing conditions.

The Notes will mature on October 15, 2026; provided that, if the outstanding amount of the Co-Issuers’ 5.75% Senior Notes due 2025 (the “2025 Notes”) is greater than or equal to $50.0 million on January 14, 2025, then the Notes will mature on January 14, 2025. The Notes will 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 new ABL credit agreement, which Summit Holdings expects to enter into on or about the date on which the Notes are issued, or under the 2025 Notes on the issue date of the Notes.

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 its revolving credit facility, (ii) fund the conditional redemption of all of the $234 million 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. Baker Botts L.L.P. represented the Partnership in the Offering.

The Baker Botts team included: Josh Davidson (Partner, Houston); Clint Rancher (Partner, Houston); Justin Hoffman (Partner, Houston); Sarah Dodson (Senior Associate, Houston); Emmie Proctor (Associate, Houston); Malakeh Hijazi (Associate, Houston); Luke Weedon (Partner, Dallas); Clint Culpepper (Special Counsel, Austin); Regan Vicknair (Associate, Houston); Richard Sitton (Senior Counsel, Houston); Michael Bresson (Partner, Houston); Jared Meier (Senior Associate, Houston).

Involved fees earner: Michael Bresson – Baker Botts LLP; Clint Culpepper – Baker Botts LLP; Joshua Davidson – Baker Botts LLP; Sarah Dodson – Baker Botts LLP; Malakeh Hijazi – Baker Botts LLP; Justin Hoffman – Baker Botts LLP; Jared Meier – Baker Botts LLP; Emmie Proctor – Baker Botts LLP; Clint Rancher – Baker Botts LLP; Richard Sitton – Baker Botts LLP; Regan Vicknair – Baker Botts LLP; Luke Weedon – Baker Botts LLP;

Law Firms: Baker Botts LLP;

Clients: Summit Midstream Partners, LP;

Author: Martina Bellini