Issuer Free Writing Prospectus
Filed by: Summit Midstream Partners, LP
Pursuant to Rule 433 under the Securities Act of 1933
Registration Statement on Form S-3: No. 333-197311
$500,000,000
Summit Midstream Holdings, LLC
Summit Midstream Finance Corp.
5.75% Senior Notes due 2025
February 8, 2017
This Pricing Supplement is qualified in its entirety by reference to the Preliminary Prospectus Supplement dated February 8, 2017. The information in this Pricing Supplement supplements the Preliminary Prospectus Supplement. Capitalized terms used but not defined in this Pricing Supplement have the respective meanings ascribed to them in the Preliminary Prospectus Supplement.
Terms Applicable to the 5.75% Senior Notes due 2025
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Issuers: |
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Summit Midstream Holdings, LLC |
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Guarantee: |
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Fully and unconditionally guaranteed on a joint and several basis by Summit Midstream Partners, LP (the “Partnership”), Grand River Gathering, LLC, DFW Midstream Services LLC, Bison Midstream, LLC, Red Rock Gathering Company, LLC, Epping Transmission Company, LLC, Polar Midstream, LLC and Summit Midstream OpCo GP, LLC and certain of the Partnership’s future subsidiaries. |
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Principal Amount: |
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$500,000,000 |
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Net Proceeds: |
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$493,750,000 |
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Title of Securities: |
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5.75% Senior Notes due 2025 |
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Final Maturity Date: |
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April 15, 2025 |
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Issue Price: |
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100.000%, plus accrued interest, if any, from February 15, 2017 |
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Coupon: |
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5.75% |
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Yield to Maturity: |
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5.75% | ||||
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Interest Payment Dates: |
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April 15 and October 15, beginning on October 15, 2017 | ||||
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Record Dates: |
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April 1 and October 1 | ||||
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Optional Redemption: |
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On and after April 15, 2020, the Issuers may redeem all or part of the notes at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the notes redeemed to, but not including, the applicable redemption date, if redeemed during the twelve-month period beginning on April 15, of the years indicated below: | ||||
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Year |
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Price |
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2020 |
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104.313 |
% |
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2021 |
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102.875 |
% |
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2022 |
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101.438 |
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2023 and thereafter |
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100.000 |
% |
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Prior to April 15, 2020, the Issuers may redeem all or part of the notes at a redemption price equal to the sum of the principal amount thereof, plus the Make Whole Premium at the redemption date, plus accrued and unpaid interest, if any, to, but not including, the redemption date. | ||||
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Optional Redemption with Equity Proceeds: |
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Prior to April 15, 2020 up to 35% at 105.750%, plus accrued and unpaid interest on the notes, if any, to, but not including, the applicable redemption date | ||||
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Underwriters: |
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Merrill Lynch, Pierce, Fenner & Smith Incorporated Deutsche Bank Securities Inc. RBC Capital Markets, LLC TD Securities (USA) LLC Wells Fargo Securities, LLC BBVA Securities Inc. BMO Capital Markets Corp. Capital One Securities, Inc. Citigroup Global Markets Inc. Citizens Capital Markets, Inc. Credit Suisse Securities (USA) LLC ING Financial Markets LLC Morgan Stanley & Co. LLC Regions Securities LLC BB&T Capital Markets, a division of BB&T Securities, LLC Comerica Securities, Inc. | ||||
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Advisors: |
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ZB, N.A. dba Amegy Bank Cadence Bank, N.A. |
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Trade Date: |
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February 8, 2017 |
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Settlement Date: |
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February 15, 2017 (T+5). Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market are required to settle in three business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes on the date of pricing of the notes or on the next succeeding two business days will be required, by virtue of the fact that the notes initially settle in T+5, to specify an alternate settlement arrangement at the time of any such trade to prevent a failed settlement. Purchasers of the notes who wish to trade the notes prior to their date of delivery hereunder should consult their advisors. |
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Denominations: |
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$2,000 and integral multiples of $1,000 in excess thereof |
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Distribution: |
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SEC Registered (Registration No. 333-197311) |
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CUSIP: |
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86614W AD8 |
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ISIN: |
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US86614WAD83 |
Changes from Preliminary Prospectus Supplement
Material United States Federal Income Tax Consequences
The tenth and eleventh bullet points of the second paragraph under the heading “Material United States Federal Income Tax Consequences” on page S-74 of the Preliminary Prospectus Supplement shall be revised to reflect the revisions indicated by the blacklined language below:
· persons holding the notes as part of a hedge, straddle or other risk reduction strategy or as persons tendering the 2021 notes pursuant to the tender offer part of a conversion transaction or other integrated investment;
· part of a conversion transaction or other integrated investmentpersons tendering the 2021 notes pursuant to the tender offer; and
The following clause is added to the first sentence of the first paragraph under the heading “Material United States Federal Income Tax Consequences—Tax Consequences to Non-United States Holders—Payments of Interest” on page S-76 of the Preliminary Prospectus Supplement with appropriate adjustments for capitalization in the remainder of the sentence:
Subject to the discussion of backup withholding and FATCA withholding below,
The Issuers have filed a registration statement (including a prospectus and prospectus supplement) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus and prospectus supplement in that registration statement and other documents the Issuers have filed with the SEC for more complete information about the Issuers and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the Issuers, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by contacting Merrill Lynch, Pierce, Fenner & Smith Incorporated at 1-800-294-1322.