Deal Description: On July 26, 2024, Summit Midstream Partners, LP, a Delaware limited partnership (NYSE: “SMLP”), announced the closing by its subsidiary, Summit Midstream Holdings, LLC (the “Issuer”), of an upsized private placement (the “Offering”) under Rule 144A and Regulation S under the Securities Act of 1933, as amended, of $575 million in aggregate principal amount of new 8.625% Senior Secured Second Lien Notes due 2029 (the “Notes”). The Notes were guaranteed by certain subsidiaries of SMLP and secured on a second lien priority basis by substantially all of their assets. The Notes mature on October 31, 2029 and were issued at par. 

SMLP intends to use the net proceeds from the Offering, together with existing corporate liquidity, to (i) repurchase or redeem all of SMLP’s 8.500% Senior Secured Second Lien Notes due 2026 (the “2026 Secured Notes”) validly tendered and accepted for purchase pursuant to a concurrent tender offer (the “Tender Offer”), (ii) repurchase or redeem all of Summit’s 5.75% Senior Notes due 2025 (the “2025 Notes”), (iii) pay accrued and unpaid interest on the 2026 Secured Notes and the 2025 Notes and (iv) for general partnership purposes, including to pay fees and expenses associated with the Offering and the Tender Offer. Any excess proceeds will be used for general corporate purposes.

Headquartered in Houston, Texas, SMLP is a value-driven master limited partnership focused on developing, owning and operating midstream energy infrastructure assets that are strategically located in unconventional resource basins, primarily shale formations, in the continental United States.

Baker Botts L.L.P. represented the initial purchasers in the Offering, led by RBC Capital Markets, LLC, and RBC Capital Markets, LLC, as the dealer manager in the Tender Offer.

The Company’s press releases can be found here and here.

Value: $575 million

Baker Botts Lawyers/Office Involved:

Finance: Clint Culpepper (Partner, Austin/Houston); Dela Peimani (Senior Associate, Austin); Morgan Copher (Associate, Dallas); Madeline McCune (Associate, Houston)

Corporate: Josh Davidson (Partner, Houston); Clint Rancher (Partner, Houston); Garrett Hughey (Senior Associate, Houston); Will Cozzens (Associate, Austin); Rob Cowan (Associate, Austin); Sarah Dyer (Associate, Houston); Amy Jiang (Associate, Austin)

Tax: Jon Lobb (Partner, Houston); Chuck Campbell (Special Counsel, Houston)

Employee Benefits: Jason Loden (Partner, Dallas)

Environmental: Elizabeth Singleton (Special Counsel, Houston)

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