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
Exhibit
Number Description
99.1 Press Release, dated October 13, 2021.
104 Cover Page Interactive Data File - the cover page XBRL tags are
embedded within the Inline XBRL document.
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses