Summit Midstream Partners, LP: M&A transaction — Summit Midstream sells Utica assets to MPLX for $625M cash; plans C-Corp conversion

Summit Midstream Partners, LP

Completed sale of Summit Midstream Utica to MPLX for $625M cash, including ~36% of OGC and ~38% of OCC.
Net leverage reduced by 1.5x to sub-4.0x; liquidity improved with $400M undrawn facility and >$325M cash.
Pro forma 2024 Adjusted EBITDA guidance: $185M to $220M; portfolio shifts to ~55% crude oil-oriented basins.
Plans to seek unitholder approval to convert to a C-Corp at a Special Meeting later this year.
Strategic alternatives process concluded; Board unanimously approved the transaction and conversion plan.

Key facts

Extracted from this filing and checked against the source text.

M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

Summit Midstream Partners, LP completed a disposition involving a subsidiary of MPLX LP for $625.0 million (closed 2024-03-22).

Action: disposition
Counterparty: a subsidiary of MPLX LP
Consideration: $625.0 million
Closing: 2024-03-22

Exact text from the filing

Midstream Utica, LLC, a Delaware limited liability company (“Utica”), to a subsidiary of MPLX LP (NYSE: MPLX), a Delaware limited partnership (“MPLX”), for cash consideration of $625.0 million, subject to customary post-closing adjustments (the “Transaction”), pursuant to a Purchase and Sale Agreement, dated March 22, 2024 (the “Purchase Agreement”), by and among OpCo,

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Summit Midstream Partners, LP entered into Purchase and Sale Agreement with MPLX LP valued at $625.0 million (effective 2024-03-22).

Action: entry
Agreement: asset purchase
Counterparty: MPLX LP
Value: $625.0 million
Effective: 2024-03-22

Exact text from the filing

On March 22, 2024, Summit Midstream Partners, LP (NYSE: SMLP), a Delaware limited partnership (“Summit” or the “Partnership”) and Summit Midstream Opco, LP, a Delaware limited partnership (“OpCo”) and an indirectly owned subsidiary of Summit, completed the sale of Summit Midstream Utica, LLC, a Delaware limited liability company (“Utica”), to a subsidiary of MPLX LP (NYSE: MPLX), a Delaware limited partnership (“MPLX”), for cash consideration of $625.0 million, subject to customary post-closing adjustments (the “Transaction”), pursuant to a Purchase and Sale Agreement, dated March 22, 2024 (the “Purchase Agreement”)

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Summit Midstream Partners, LP amended Fourth Amendment to Loan and Security Agreement with Bank of America, N.A. (effective 2024-03-22).

Action: amendment
Agreement: credit facility
Counterparty: Bank of America, N.A.
Effective: 2024-03-22

Exact text from the filing

Summit Midstream Holdings, LLC, a Delaware limited liability company (“Holdings”), entered into that certain Fourth Amendment to Loan and Security Agreement (the “ABL Amendment”) by and among Summit, Holdings, the subsidiaries of Holdings party thereto, as subsidiary guarantors, and Bank of America, N.A., as administrative agent

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Source: SEC EDGAR

accession 0001549922-24-000042

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