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Thursday, 05/28/2020 10:49:49 PM

Thursday, May 28, 2020 10:49:49 PM

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Summit Midstream Partners, LP Closes Acquisition of Summit Midstream Partners, LLC, the Owner of its General Partner, in Tran...
May 28 2020 - 05:26PM
PR Newswire (US) Print
HOUSTON, May 28, 2020 /PRNewswire/ -- Summit Midstream Partners, LP (NYSE: SMLP) ("SMLP" or the "Partnership") announced today (the "Closing Date") that it has closed the previously announced acquisition from Energy Capital Partners II LLC ("ECP"), of (i) Summit Midstream Partners, LLC ("Summit Investments"), the privately held company that indirectly owns SMLP's general partner, Summit Midstream GP, LLC (the "GP"), and (ii) 5.9 million SMLP common units owned directly by an affiliate of ECP, for $35 million in cash plus warrants covering up to 10 million SMLP common units (the "GP Buy-in Transaction"). Concurrent with the closing of the GP Buy-in Transaction, ECP loaned the full $35 million of cash proceeds to SMLP under a first-lien senior secured credit agreement, which will bear interest at 8.0% per annum and mature on March 31, 2021 (the "ECP Loan"). SMLP intends to utilize the proceeds of the ECP Loan to enhance its liquidity position and for general corporate purposes. The acquisition results in a more simplified corporate structure whereby Summit Investments, and all of its subsidiaries, became wholly owned subsidiaries of SMLP, and SMLP will be governed by a board consisting of a majority of independent directors.

Summit Midstream Partners Logo. (PRNewsFoto/Summit Midstream Partners)

Summit Investments owns 100% of Summit Midstream Partners Holdings, LLC ("SMP Holdings"), which owns:

100% of the GP;
45.3 million SMLP common units; and
the $180.75 million deferred purchase price obligation ("DPPO") receivable.
SMP Holdings will continue as the borrower under an existing $158.2 million term loan which matures in May 2022 and is secured by approximately 34.6 million SMLP common units owned by SMP Holdings and the GP interest. The acquired entities, including Summit Investments and SMP Holdings, are unrestricted subsidiaries under SMLP's senior notes indentures, and are not guarantors or restricted subsidiaries under SMLP's revolving credit facility.

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