From a Thursday press release:
Summit Midstream Partners, LP Announces Drop Down of All Operating Assets from
Summit Investments and Reports Fourth Quarter and Full Year 2015 Financial Results
? SMLP announces estimated $1.2 billion drop down of all operating assets from Summit Investments
? Consideration for Drop Down Assets includes a $360.0 million Initial Payment and a Deferred Payment
of $800.0 million to $900.0 million which will be funded in 2020
? Transformational drop down enhances SMLP’s growth profile with over 80% to 90% of the adjusted
EBITDA contribution coming from the high growth Utica
? Transaction is immediately accretive to distributable cash flow per unit
? Transaction structure demonstrates substantial and continuing Sponsor support and will eliminate
the need for any public market financing
? SMLP has received commitments to upsize its revolving credit facility from $700.0 million to $1.25
billion and will use the facility to make the $360.0 million Initial Payment
? SMLP reports 2015 adjusted EBITDA of $210.4 million and adjusted DCF of $154.3 million, including
fourth quarter 2015 adjusted EBITDA of $53.3 million and adjusted DCF of $38.3 million
? SMLP provides 2016 adjusted EBITDA guidance of $260.0 million to $290.0 million with expected
distribution coverage ratio of 1.10x to 1.20x
The Woodlands, Texas (February 25, 2016) – Summit Midstream Partners, LP (NYSE: SMLP) announced today
that it has entered into an agreement with a wholly owned subsidiary of Summit Midstream Partners, LLC (“Summit
Investments”), to acquire all of the issued and outstanding membership interests of Summit Utica, Meadowlark
Midstream, and Tioga Midstream. In addition, SMLP will acquire Summit Investments’ 40.0% equity interest in each
of Ohio Gathering and Ohio Condensate. The total transaction is estimated at $1.2 billion with consideration
structured as a $360.0 million Initial Payment and a Deferred Payment estimated at approximately $800.0 million
to $900.0 million due in 2020. The Deferred Payment will be based on a 6.5x multiple of the average of 2018 and
2019 adjusted EBITDA from the Drop Down Assets, adjusted for the Initial Payment, and the capital expenditures
and adjusted EBITDA from the Drop Down Assets incurred during the deferral period.
In conjunction with the drop down, SMLP has increased its revolving credit facility from $700.0 million to $1.25
billion. Given the deferral structure and the increased capacity available under its credit facility, SMLP will not need
to access the capital markets to meet its currently planned capital expenditure program. The Deferred Payment
due in 2020 may be made in cash or SMLP units, at the discretion of SMLP, further eliminating the potential need
for the capital markets. The transaction, which SMLP expects to be immediately accretive to distributable cash flow
on a per unit basis, is expected to close in March 2016.
Steve Newby, President and CEO of SMLP commented, “With this transaction, SMLP is being transformed from a
drop down story into an organic growth story with more than 20% of SMLP’s expected 2016 adjusted EBITDA
originating from our fee-based gathering services in the Utica. Summit Utica and Ohio Gathering provide SMLP
with an expansive gathering footprint in the Utica, and we expect that cash flows from this play will represent more
than 40% of SMLP’s total adjusted EBITDA by 2019 as volumes on our systems continue to grow. This drop down
transaction also diversifies our customer base and enhances relationships with, or adds, several strong and well
capitalized counterparties into SMLP’s customer portfolio, including Gulfport, XTO, EOG and Hess. Together, these
customers represent over 70% of the volumes associated with the Drop Down Assets.
The accelerated drop down of all of the operating assets from Summit Investments, the deferred payment structure,
and the attractive all-in drop down multiple work together in this challenging commodity and capital markets
environment to demonstrate the substantial and ongoing support of Energy Capital Partners, the ultimate owner of
our general partner. This support allows us to move high growth Utica assets to SMLP without the need to access
the public debt or equity capital markets and enables the transaction to be immediately accretive to distributable
cash flow per unit. We expect our distribution coverage ratio to average 1.15x for 2016 with 2016 distributable cash flow increasing 30% over our fourth quarter of 2015 run rate. The distribution coverage ratio is expected to continue to grow through the deferral period. Given the current uncertainty and volatility in the market, we plan on evaluating distribution per unit growth on a quarter to quarter basis throughout 2016.
I would also like to thank our bank group for their continued support and confidence in the SMLP business. We increased our revolving credit facility by $550.0 million to $1.25 billion in conjunction with this transaction, providing us with the pro forma liquidity we need to continue to execute our growth plans without any further capital markets needs.”
2016 Financial Guidance
Pro forma for the 2016 Drop Down, SMLP is providing financial guidance for 2016 with adjusted EBITDA expected to range from $260.0 million to $290.0 million, including approximately $75.0 million to $85.0 million attributable to the Drop Down Assets. The 2016 financial guidance is based on an assumed Henry Hub average natural gas price of $2.30 per MMBtu and West Texas Intermediate average crude oil price of $41.00 per barrel.
Given the challenging commodity price environment, coupled with the current volatility of the capital markets, SMLP will take a measured approach regarding the pace of its distribution per unit growth rate in 2016. In the near-term, SMLP intends to focus on building distribution coverage and strengthening its balance sheet. We expect SMLP’s distribution coverage ratio for 2016 to range from 1.10x to 1.20x.
Overview of Drop Down Assets
Summit Midstream Utica, LLC (“Summit Utica”) is a natural gas gathering system located in the Appalachian Basin in southeastern Ohio serving producers targeting the Utica and Point Pleasant shale formations. The system is currently in service and under development with fourth quarter of 2015 volume throughput of 75 million cubic feet per day (“MMcf/d”). Upon full development, Summit Utica will be composed of 60 miles of low-pressure and high-pressure gathering pipelines and three compressor and dehydration stations with total throughput capacity of 450 MMcf/d. The Summit Utica system gathers and delivers natural gas, primarily under long-term, fee-based contracts which include acreage dedications. XTO Energy Inc. serves as the anchor customer on the system. The system interconnects with Energy Transfer Partners, L.P.’s Utica Ohio River Pipeline.
Ohio Gathering Company, L.L.C. (“Ohio Gathering”) is a natural gas gathering system located in the core of the Utica Shale in southeastern Ohio which is currently in service and under development. The gathering system, which is currently in service and under development, spans the condensate, rich-gas, and dry-gas windows of the Utica Shale for multiple producers that are targeting natural gas, condensate and NGL production from the Utica and Point Pleasant formations across Harrison, Guernsey, Belmont, Noble, and Monroe counties in Ohio. Currently, the system is composed of more than 250 miles of low-pressure and high-pressure gathering pipeline and offers throughput capacity in excess of 1.9 Bcf/d. Condensate and rich gas production is gathered, compressed, dehydrated and delivered to the Cadiz and Seneca processing complexes, which are owned by a joint venture owned between MPLX LP (“MPLX”) and The Energy and Minerals Group (“EMG”). Dry gas production is gathered, compressed, dehydrated and delivered to a downstream interconnect with TETCO and another third party pipeline. All gathering services on the Ohio Gathering system are provided pursuant to long-term, fee-based gathering agreements. Gulfport Energy Corporation (“Gulfport”) serves as the anchor customer for Ohio Gathering. In the fourth quarter of 2015, Ohio Gathering gathered an average of 813 MMcf/d of natural gas. SMLP is acquiring a 40.0% equity interest in Ohio Gathering; MPLX and EMG own the remaining 60.0%.
Ohio Condensate Company, L.L.C. (“Ohio Condensate”) is a 23 thousand barrel per day (“Mbbl/d”) condensate stabilization facility located in the core of the Utica Shale in southeastern Ohio. The facility commenced operations in February 2015 and is underpinned by a long-term, fee-based agreement with Gulfport. Condensate stabilization allows for producers to capture the NGLs that would otherwise flash from condensate in atmospheric conditions. Ohio Condensate is the largest stabilization facility in the Utica Shale and will ultimately serve as the origination point for MPLX’s Cornerstone Pipeline which will deliver condensate to Marathon Petroleum’s refinery in Canton, Ohio. In the fourth quarter of 2015, Ohio Condensate handled an average of 18 Mbbl/d of condensate. SMLP is acquiring a 40.0% equity interest in Ohio Condensate; MPLX owns the remaining 60.0%.