Summit Midstream Partners, LP (NYSE:SMLP) Files An 8-K Entry into a Material Definitive Agreement

Summit Midstream Partners, LP (NYSE:SMLP) Files An 8-K Entry into a Material Definitive Agreement

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Item 1.01 Entry into a Material Definitive Agreement.

Indenture
On February 8, 2017, Summit Midstream Holdings, LLC (Summit
Holdings), Summit Midstream Finance Corp. (Finance Corp. and,
together with Summit Holdings, the Issuers), Summit Midstream GP,
LLC (the General Partner), and Summit Midstream Partners, LP (SMLP)
and certain subsidiary guarantors (collectively, the Subsidiary
Guarantors and, together with SMLP, the Guarantors) entered into an
underwriting agreement (the Underwriting Agreement) with Merrill
Lynch, Pierce, Fenner Smith Incorporated, as representative of the
several underwriters named therein (collectively, the
Underwriters), to sell $500.0 million aggregate principal amount of
the Issuers 5.75% Senior Notes due 2025 (the Notes). The offering
of the Notes (the Offering) was registered with the Securities and
Exchange Commission (the Commission) to a Registration Statement on
Form S-3 (File No. 333-197311), filed by SMLP and the Issuers on
July 8, 2014 and as amended on February 8, 2017 (the Registration
Statement), as supplemented by a prospectus supplement, dated
February 8, 2017 (the Prospectus Supplement), filed by SMLP and the
Issuers with the Commission on February 10, 2017 to Rule 424(b)(5)
under the Securities Act of 1933, as amended.
The Issuers issued the Notes to an indenture, dated as of July 15,
2014 (the Base Indenture), by and among the Issuers and U.S. Bank
National Association, as trustee (the Trustee), as amended and
supplemented by the Second Supplemental Indenture, dated as of
February 15, 2017 (the Second Supplemental Indenture), by and among
the Issuers, the Guarantors and the Trustee, setting forth the
specific terms applicable to the Notes. The Base Indenture, as
amended and supplemented by the Second Supplemental Indenture, is
referred to herein as the Indenture. The Notes will mature on April
15, 2025. Interest on the Notes is payable semi-annually in arrears
on April 15 and October 15 of each year, beginning on October 15,
2017. The Notes will be fully and unconditionally guaranteed on a
joint and several basis by SMLP and certain existing and future
subsidiaries of SMLP as outlined in the Second Supplemental
Indenture.
At any time prior to April 15, 2020, the Issuers may on any one or
more occasions redeem up to 35% of the aggregate principal amount
of the Notes issued under the Indenture at a redemption price of
105.750% of the principal amount of the Notes, plus accrued and
unpaid interest, if any, to, but not including, the redemption
date, with the net cash proceeds of certain equity offerings. On
and after April 15, 2020, the Issuers may redeem all or a part of
the Notes at redemption prices (expressed as percentages of
principal amount) equal to (i) 104.313% for the twelve-month period
beginning on April 15, 2020; (ii) 102.875% for the twelve-month
period beginning on April 15, 2021; (iii) 101.438% for the twelve
month-period beginning on April 15, 2022; and (iv) 100.000% for the
twelve-month period beginning on April 15, 2023 and at any time
thereafter, plus accrued and unpaid interest.
The Indenture restricts SMLPs and the Issuers ability and the
ability of certain of their subsidiaries to: (i) incur additional
debt or issue preferred stock; (ii) make distributions, repurchase
equity or redeem subordinated debt; (iii) make payments on
subordinated indebtedness; (iv) create liens or other encumbrances;
(v) make investments, loans or other guarantees; (vi) sell or
otherwise dispose of a portion of their assets; (vii) engage in
transactions with affiliates; and (viii) make acquisitions or merge
or consolidate with another entity. These covenants are subject
both to a number of important exceptions and qualifications. At any
time when the Notes are rated investment grade by Moodys Investors
Service, Inc. and Standard Poors Ratings Services and no Default or
Event of Default (each as defined in the Indenture) has occurred
and is continuing, many of these covenants will terminate.
The Indenture provides that each of the following is an Event of
Default: (i) default for 30 days in the payment when due of
interest on the Notes; (ii) default in payment when due of the
principal of, or premium, if any, on the Notes; (iii) failure by
the Issuers or SMLP to comply with certain covenants relating to
merger, consolidation, sale of assets, change of control or asset
sales; (iv) failure by SMLP for 180 days after notice to comply
with certain covenants relating to the filing of annual, quarterly
and current reports with the Commission; (v) failure by the Issuers
or SMLP for 30 days after notice to comply with any of the other
agreements in the Indenture; (vi) default under any mortgage,
indenture or instrument under which there may be issued or by which
there may be secured or evidenced any indebtedness for money
borrowed by SMLP or any of its restricted subsidiaries (or the
payment of which is guaranteed by SMLP or any of its restricted
subsidiaries) if that default: (a) is caused by a failure to pay
principal of, or interest or premium, if any, on such indebtedness
prior to the expiration of the grace period provided in such
indebtedness (a Payment Default); or (b) results in the
acceleration of such indebtedness prior to its stated maturity,
and, in each case, the principal amount of any such indebtedness,
together with the principal amount of any other such indebtedness
under which there has been a Payment Default or the maturity of
which has been so accelerated, aggregates $75.0 million or more;
(vii) failure by SMLP or any of its restricted subsidiaries to pay
final judgments aggregating in excess of $75.0 million, which
judgments are not paid, discharged or stayed for a period of 60
days; (viii) except as permitted by the Indenture, any guarantee
shall be held in any judicial proceeding to be unenforceable or
invalid or shall cease for any reason to be in full force and
effect or any Guarantor, or any person

acting on behalf of any Guarantor, shall deny or disaffirm its
obligations under its guarantee of the Notes; and (ix) certain
events of bankruptcy, insolvency or reorganization described in
the Indenture with respect to the Issuers, SMLP or any of SMLPs
restricted subsidiaries that is a significant subsidiary or any
group of SMLPs restricted subsidiaries that, taken as a whole,
would constitute a significant subsidiary of SMLP.
In the case of an Event of Default arising from certain events of
bankruptcy, insolvency or reorganization with respect to either
Issuer, SMLP, any of SMLPs restricted subsidiaries that is a
significant subsidiary or any group of SMLPs restricted
subsidiaries that, taken as a whole, would constitute a
significant subsidiary, all outstanding Notes will become due and
payable immediately without further action or notice. If any
other Event of Default occurs and is continuing, the Trustee or
the holders of at least 25% in principal amount of the then
outstanding Notes may declare all the Notes to be due and payable
immediately.
The foregoing description of the Indenture does not purport to be
complete and is qualified in its entirety by reference to the
Base Indenture and Second Supplemental Indenture, copies of which
are filed as Exhibits 4.1 and 4.2, respectively, to this Current
Report on Form 8-K and are incorporated herein by reference.
Relationships
Certain of the Underwriters and their respective affiliates have,
from time to time, performed, and may in the future perform,
various financial advisory, investment banking and commercial
banking services for the Partnership Parties and their respective
affiliates, for which they have received or will receive
customary fees and expense reimbursements. In particular, certain
of the Underwriters and their affiliates are lenders under Summit
Holdings revolving credit facility and, therefore, received a
portion of the net proceeds from the Offering. Certain of the
underwriters or their affiliates may own, or manage accounts that
own, our 7.50% Senior Notes due 2021 (the “2021 Notes”), and,
as a result, certain of the Underwriters or their affiliates may
receive a portion of the proceeds from the Offering a result of
the previously announced Tender Offer (defined below).
Item 2.03 Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.
The information set forth in Item 1.01 of this Current Report on
Form 8-K under the sub-heading Indenture is incorporated into
this Item 2.03 by reference.
Item 8.01 Other Events.
On February 14, 2017, SMLP issued a press release announcing the
expiration of its cash tender offer (the Tender Offer) to
purchase any and all of the outstanding aggregate principal
amount of the 2021 Notes issued by the Issuers to the Indenture,
dated as of June 17, 2013.
At the time of expiration of the Tender Offer, $276,774,000
aggregate principal amount of the 2021 Notes (approximately
92.26%) was validly tendered, which excluded $105,000 aggregate
principal amount of the 2021 Notes that were subject to
guaranteed delivery procedures. The Issuers accepted for payment
all such 2021 Notes validly tendered and not validly withdrawn in
the Tender Offer and made payment for such 2021 Notes on February
15, 2017 and February 17, 2017. Any 2021 Notes that remain
outstanding following the guaranteed delivery settlement date on
February 16, 2017, will be redeemed on March 18, 2017, with
payment made on March 20, 2017, to the notice of redemption
issued on February 16, 2017.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.>
Exhibit
Number
Description
4.1
Base Indenture, dated as of July 15, 2014, by and
among Summit Midstream Holdings, LLC, Summit
Midstream Finance Corp. and U.S. Bank National
Association (Incorporated herein by reference to
Exhibit 4.1 to SMLP’s Current Report on Form 8-K
dated July 15, 2014 (Commission File No. 001-35666))
4.2
Second Supplemental Indenture, dated as of February
15, 2017, by and among Summit Midstream Holdings,
LLC, Summit Midstream Finance Corp., the Guarantors
party thereto and U.S. Bank National Association
(including form of the 5.75% senior notes due 2025)
5.1
Opinion of Latham Watkins LLP
23.1
Consent of Latham Watkins LLP (included in Exhibit
5.1)


About Summit Midstream Partners, LP (NYSE:SMLP)

Summit Midstream Partners, LP is a limited partnership focused on developing, owning and operating midstream energy infrastructure assets. The Company’s segments include the Marcellus Shale, which is served by Mountaineer Midstream; the Williston Basin, which is served by Bison Midstream; the Barnett Shale, which is served by DFW Midstream; the Piceance Basin, which is served by Grand River, and Corporate. It provides natural gas gathering, treating and processing services pursuant to long-term and natural gas gathering and processing agreements. The Company operates in approximately four resource basins, including the Appalachian Basin, the Williston Basin, the Fort Worth Basin and the Piceance Basin. Its midstream assets gathering systems include Mountaineer Midstream in northern West Virginia; Bison Midstream in northwestern North Dakota; Polar and Divide in northwestern North Dakota; DFW Midstream in north-central Texas, and Grand River in western Colorado and eastern Utah.

Summit Midstream Partners, LP (NYSE:SMLP) Recent Trading Information

Summit Midstream Partners, LP (NYSE:SMLP) closed its last trading session down -0.20 at 23.15 with 159,852 shares trading hands.

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