Under terms of the Transaction, Midstream has contributed subsidiaries owning all of its assets to DPM, plus $424 million of cash, in exchange for approximately 31.1 million DPM units ($1.125 billion) and DPM assuming $3.15 billion of Midstream debt, for an estimated transaction multiple of approximately eight times based on current commodity strip prices. The cash proceeds of $424 million contributed to DPM will be used to repay its revolver, fund its growth projects or prefund repayment of DPM debt maturing in December 2017. The Owners have retained their 50/50 joint ownership of DCP Midstream, LLC, which owns the incentive distribution rights (IDRs) and 38 percent of the outstanding DPM general and limited partner units. The terms of the Transaction were unanimously approved by the Board of Directors of DCP Midstream and DCP Midstream Partners based on the unanimous approval and recommendation of the Conflicts Committee, which is comprised of independent directors.
Evercore acted as the exclusive financial advisor to the Conflicts Committee of the Board of Directors of DCP Midstream GP, LLC, the General Partner of DCP Midstream GP, LP, the General Partner of DCP Midstream Partners, LP, with respect to the Transaction.
Baker Botts was counsel to Evercore as financial advisor to the Conflicts Committee of the Board of Directors of DCP Midstream GP, LLC
Baker Botts Lawyers/Office Involved: Hillary Holmes (Partner, Houston) and Sarah Dodson (Associate, Houston)
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