Summit Midstream Holdings and Summit Midstream Finance, which are subsidiaries of Summit Midstream Partners, closed a private offering of $700 million aggregate principal amount of 8.5% senior secured second lien notes due 2026. Concurrently with the closing of the offering and the issuance of the notes, Summit Midstream Holdings, as borrower, entered into a first-lien, senior secured credit agreement consisting of a $400 million asset-based revolving credit facility with Bank of America as agent and several lenders and other agents. .
The notes are jointly and severally guaranteed on a senior second-priority secured basis by Summit Midstream Partners and each restricted subsidiary of the company (other than the co-issuers, Summit Midstream Holdings and Summit Midstream Finance) that is an obligor under the ABL credit agreement or under the co-issuers’ 5.75% senior notes due 2025. The obligations under and as defined in the ABL credit agreement are jointly and severally guaranteed on a senior first-priority secured basis by Summit Midstream Partners and certain subsidiaries of Summit Midstream Holdings.
The co-issuers used a portion of the net proceeds from the offering, together with cash on hand and borrowings under the ABL credit agreement, to repay in full and terminate the third amended and restated credit agreement, dated as of May 26, 2017 (as amended or otherwise modified from time to time), among Summit Midstream Holdings, the lenders from time-to-time party thereto and Wells Fargo Bank, which was serving as administrative agent and collateral agent.
The co-issuers intend to use the remainder of the net proceeds to fund the previously announced redemption of all of the $234.047 million in aggregate principal amount outstanding of the co-issuers’ 5.5% senior notes due 2022, including accrued and unpaid interest, and for general corporate purposes, including to pay fees and expenses associated with the offering. The co-issuers will redeem all of the 2022 notes at a redemption price equal to 100% of the principal amount of the 2022 notes plus accrued and unpaid interest on Nov. 12, 2021. The indenture governing the 2022 notes was satisfied and discharged upon the closing of the offering.
