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Bank of America Agents $400MM Asset-Based Revolver to Summit Midstream

November 03, 2021, 07:21 AM
Filed Under: Energy

Summit Midstream Partners announced that Summit Midstream Holdings, LLC, a Delaware limited liability company, and Summit Midstream Finance Corp., a Delaware corporation, which are subsidiaries of the Partnership, closed a private offering of $700,000,000 aggregate principal amount of 8.50% Senior Secured Second Lien Notes due 2026. Concurrently with the closing of the Offering and the issuance of the Notes, Summit Holdings, as borrower, entered into a first-lien, senior secured credit agreement with the Partnership, certain subsidiaries of the Partnership party thereto, Bank of America, as agent and the several lenders and other agents party thereto, consisting of a $400.0 million asset-based revolving credit facility (the "ABL Credit Agreement").

The Notes are jointly and severally guaranteed, on a senior second-priority secured basis, by the Partnership and each restricted subsidiary of the Partnership (other than the Co-Issuers) that is an obligor under the ABL Credit Agreement or under the Co-Issuers' 5.75% Senior Notes due 2025 (the "2025 Notes"). The Obligations under and as defined in the ABL Credit Agreement are jointly and severally guaranteed, on a senior first-priority secured basis, by the Partnership and certain subsidiaries of Summit 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 Holdings, the lenders from time to time party thereto and Wells Fargo Bank, National Association, as administrative agent and collateral agent (the "Revolving Credit Facility").

The Co-Issuers intend to use the remainder of the net proceeds to fund the previously announced redemption of all of the $234,047,000 in aggregate principal amount outstanding of the Co-Issuers' 5.50% Senior Notes due 2022 (the "2022 Notes"), 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 100.0% of the principal amount of the 2022 Notes, plus accrued and unpaid interest on November 12, 2021. The indenture governing the 2022 Notes was satisfied and discharged upon the closing of the Offering.

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