Baker Botts Advises Initial Purchasers in Offering of $250 Million of Additional Senior Secured Second Lien Notes by Summit Midstream Corporation
Deal Description: On January 7, 2025, Summit Midstream Corporation (NYSE: SMC) (“SMC” or the “Company”) announced the pricing by its subsidiary, Summit Midstream Holdings, LLC (the “Issuer”), of a private placement (the “Offering”) under Rule 144A and Regulation S under the Securities Act of 1933, as amended, of $250.0 million in aggregate principal amount of additional 8.625% Senior Secured Second Lien Notes due 2029 (the “Additional Notes”) at 103.375% of par, plus accrued and unpaid interest from July 26, 2024 to, but excluding, the issue date. The Additional Notes will be issued under the same indenture as the Issuer’s $575.0 million in aggregate principal amount of 8.625% Senior Secured Second Lien Notes due 2029 (the “Existing Notes”), will have substantially identical terms as the Existing Notes, other than the issue date and issue price, and will form a single series and vote together with the Existing Notes. The Additional Notes will be guaranteed by the Company and certain of the Company’s subsidiaries and will initially be secured on a second-priority basis by the same collateral that is pledged for the benefit of the Company’s lenders under the Company’s asset-based lending credit facility (the “ABL Facility”). The Offering is expected to close on or about January 10, 2025, subject to customary closing conditions.
The Company intends to use the net proceeds from the Offering to (i) repay a portion of the outstanding borrowings under the ABL Facility and (ii) for general corporate purposes, including to pay fees and expenses associated with the Offering.
Headquartered in Houston, Texas, SMC is a value-driven corporation focused on developing, owning and operating midstream energy infrastructure assets that are strategically located in the core producing areas of unconventional resource basins, primarily shale formations, in the continental United States.
Baker Botts L.L.P. represented the initial purchasers in the Offering, led by TD Securities (USA) LLC.
The Company’s press release can be found here.
Value: $250.0 million
Baker Botts Lawyers/Offices Involved:
- Finance: Clint Culpepper (Partner, Austin); Morgan Copher (Associate, Dallas);
Madeline McCune (Associate, Houston) - Corporate: Clint Rancher (Partner, Houston); Josh Davidson (Senior Counsel, Houston); Lakshmi Ramanathan (Special Counsel, Houston); Will Cozzens (Associate, Austin); Sarah Dyer (Associate, Houston); Brevan Ward (Associate, Houston)2
- Tax: Jon Lobb (Partner, Houston); Chuck Campbell (Special Counsel, Houston)
- Environmental: Elizabeth Singleton (Special Counsel, Houston)
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