Summit Midstream Partners, LP Announces $460 Million of Acquisitions In Bakken and Marcellus Shale Plays and Revises 2013

Summit Midstream Partners, LP Announces $460 Million of Acquisitions In Bakken
 and Marcellus Shale Plays and Revises 2013 Adjusted EBITDA and Distribution
                                   Guidance

- $250 million drop down acquisition of an associated natural gas gathering
system located in the Bakken Shale Play from Summit Investments

- $210 million agreement to acquire of a high-pressure natural gas gathering
system located in the liquids-rich window of the Marcellus Shale Play from an
affiliate of MarkWest Energy Partners, L.P.

- Transactions have been fully financed with borrowings under SMLP's recently
upsized $600 million revolving credit facility and the issuance of $150
million of equity interests in SMLP to affiliates of Summit Investments

- Transactions are immediately accretive to distributable cash flow per unit

- SMLP revises 2013 adjusted EBITDA guidance range to $140 million to $150
million and increases LP distribution guidance for the fourth quarter of 2013
to a range of 18% to 22% over its minimum quarterly distribution

PR Newswire

DALLAS, June 5, 2013

DALLAS, June 5, 2013 /PRNewswire/ --Summit Midstream Partners, LP (NYSE:
SMLP) today announced two separate acquisitions of unrelated natural gas
gathering systems totaling $460 million in the Bakken and Marcellus shale
plays. The transactions will be financed under SMLP's recently upsized $600
million revolving credit facility and the issuance of $150 million of common
units and general partner interests in SMLP to wholly-owned subsidiaries of
Summit Midstream Partners, LLC ("Summit Investments"). SMLP expects these
transactions to be immediately accretive to distributable cash flow on a per
unit basis.

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Bison Midstream, LLC ("Bison") is engaged in associated natural gas gathering
in Mountrail and Burke counties in North Dakota. The Bison system consists of
300 miles of low-pressure and high-pressure gas gathering pipelines and six
compressor stations with 5,950 horsepower of compression. Total throughput
capacity on the system is in the process of being expanded from approximately
20 million cubic feet per day ("MMcf/d") to 30 MMcf/d with the installation of
new compression which is expected to be completed by the end of 2013. Volume
throughput on the Bison system is underpinned by minimum volume commitments
from its anchor customers which represent, on average, approximately 80% of
projected annual revenue over the next several years.

SMLP closed and funded the $250 million drop down acquisition of Bison, an
indirect, wholly-owned subsidiary of Summit Investments, with $200 million of
cash drawn under SMLP's revolving credit facility and $50 million of common
units and general partner interests in SMLP issued to wholly-owned
subsidiaries of Summit Investments at a price of $31.53 per unit. This price
represents the five day volume weighted average price ("VWAP") of SMLP units
as of the market close on June 3, 2013.

In a separate, unrelated transaction, on June 4, 2013, SMLP executed
definitive agreements with an affiliate of MarkWest Energy Partners, L.P.
("MarkWest"), pursuant to which Mountaineer Midstream Company, LLC
("Mountaineer"), an indirect, wholly-owned subsidiary of SMLP, has agreed to
acquire, for $210 million in cash, certain natural gas gathering and
compression assets in the liquids-rich window of the Marcellus Shale Play,
primarily located in Doddridge County, West Virginia (the "Mountaineer
Gathering System"). The Mountaineer Gathering System consists of over 40
miles of newly constructed, high-pressure gas gathering pipelines, certain
rights-of-way associated with the pipeline, and two compressor stations with
over 21,000 horsepower of compression. This rich-gas gathering and compression
system serves as a critical inlet to MarkWest's world-class Sherwood
Processing Complex, which is currently being expanded from 400 MMcf/d to 800
MMcf/d. The Mountaineer Gathering System is currently capable of delivering
550 MMcf/d to the Sherwood Processing Complex and is underpinned by a
long-term, fee-based contract with an affiliate of Antero Resources, Inc. The
Mountaineer transaction is expected to close on or before June 30, 2013.

The Mountaineer transaction will be financed with $110 million of borrowings
under SMLP's recently upsized $600 million revolving credit facility and the
issuance of $100 million of SMLP common units and general partner interests to
wholly-owned subsidiaries of Summit Investments. Summit Investments and SMLP
have entered into a Unit Purchase Agreement pursuant to which Summit
Investments has agreed to purchase the units at a price of $31.53 per unit.
This price represents the five day VWAP of SMLP units as of the market close
on June 3, 2013.

Steve Newby, President & CEO of SMLP commented, "The acquisition of midstream
assets in the Bakken and Marcellus shale plays, two of the most prolific
unconventional resource basins in North America, will provide SMLP with larger
scale to execute its growth strategy as well as greater geographic and
customer diversification. We are very excited about the acquisition of Bison,
our first drop down transaction from Summit Investments, as well as the
pending acquisition of strategically located, rich gas gathering
infrastructure from MarkWest. Consistent with SMLP's existing assets, both
systems are underpinned by long-term contracts with leading producers in the
Bakken and the Marcellus. The anchor customers on both systems have provided
either minimum volume commitments or minimum revenue commitments. We believe
that these acquisitions will be immediately accretive to our distributable
cash flow on a per unit basis and will deliver significant value to our
unitholders over the long-term."

"The Mountaineer acquisition will represent SMLP's initial entry into the
Marcellus Shale, one of the largest, most active and prolific basins in North
America. We are excited about establishing a footprint in this world-class
basin and beginning a strategic relationship with MarkWest. We look forward
to working with MarkWest on this and future opportunities to expand this
relationship and complement its industry leading position in the Marcellus and
Utica."

SMLP also announced today that its wholly-owned subsidiary, Summit Midstream
Holdings, LLC, has exercised the $50 million accordion feature on its
revolving credit facility to increase the capacity from $550 million to $600
million, effective June 4, 2013. The other terms of the revolving credit
facility put in place on May 7, 2012 remain unchanged.

The terms of the Bison drop down transaction were approved by the board of
directors of SMLP's general partner and by the board's conflicts committee,
which consists entirely of independent directors. The conflicts committee
engaged Evercore Partners to act as its independent financial advisor and to
render a fairness opinion, and Akin Gump Strauss Hauer & Feld, LLP to act as
its legal advisor. Summit Investments engaged Barclays Capital, Inc. to act
as its financial advisor and Vinson & Elkins LLP to act as its legal advisor
on both transactions.

2013 Guidance Revised
With the announced transactions, SMLP is revising its 2013 adjusted EBITDA
guidance from $115 million to $125 million to a new range of $140 million to
$150 million, reflecting the addition of approximately seven months of
operations from the recently acquired assets. SMLP believes that its
attainment of this adjusted EBITDA will facilitate a fourth quarter 2013
distribution to limited partners of 18.0% to 22.0% over its minimum quarterly
distribution, or MQD, of $0.40 per unit.

Conference Call Information
SMLP will host a conference call at 10:00 a.m. Eastern on Wednesday, June 5,
2013 to discuss these transactions. Interested parties may participate in the
call by dialing 847-413-3362 or toll-free 800-446-1671 and entering the
passcode 35040327. The conference call will also be webcast live and can be
accessed through the Investors section of SMLP's website at
www.summitmidstream.com. A replay of the conference call will be archived and
made available through the Investors section of SMLP's website.

Use of Non-GAAP Financial Measures
We report financial results in accordance with U.S. generally accepted
accounting principles (GAAP). We also present EBITDA, Adjusted EBITDA and
distributable cash flow and adjusted distributable cash flow. We define EBITDA
as net income, plus interest expense, income tax expense, and depreciation and
amortization expense, less interest income and income tax benefit. We define
Adjusted EBITDA as EBITDA plus non-cash compensation expense and adjustments
related to MVC shortfall payments. We define distributable cash flow as
Adjusted EBITDA plus cash interest income, less cash paid for interest expense
and income taxes and maintenance capital expenditures. We define adjusted
distributable cash flow as distributable cash flow plus or minus other
non-cash or non-recurring expenses or income. Our definitions of these
non-GAAP financial measures may differ from the definitions of similar
measures used by other companies. Management uses these non-GAAP financial
measures in making financial, operating and planning decisions and in
evaluating our financial performance. Furthermore, management believes that
these non-GAAP financial measures may provide users with additional meaningful
comparisons between current results and results of prior periods as they are
expected to be reflective of our core ongoing business. These measures have
limitations, and investors should not consider them in isolation or as a
substitute for analysis of our results as reported under GAAP.
Reconciliations of GAAP to non-GAAP financial measures are attached to this
release.

About Summit Midstream Partners, LP
SMLP is a growth-oriented limited partnership focused on owning and operating
midstream energy infrastructure assets that are strategically located in the
core producing areas of unconventional resource basins, primarily shale
formations, in North America. Pro forma for the Bison and Mountaineer
acquisitions, SMLP currently provides primarily fee-based natural gas
gathering and compression services in four unconventional resource basins: (i)
the Piceance Basin, which includes the Mesaverde formation as well as the
Mancos and Niobrara shale formations in western Colorado; (ii) the Fort Worth
Basin, which includes the Barnett Shale formation in north-central Texas;
(iii) the Williston Basin, which includes the Bakken and Three Forks shale
formations in northwestern North Dakota; and (iv) the Appalachian Basin, which
includes the Marcellus Shale formation in northern West Virginia. SMLP owns
and operates approximately 747 miles of pipeline and 180,610 horsepower of
compression. SMLP is headquartered in Dallas, TX with offices in Houston, TX,
Denver, CO and Atlanta, GA.

About Summit Midstream Partners, LLC
Pro forma for the Bison and Mountaineer acquisitions, Summit Midstream
Partners, LLC ("Summit Investments") will own a 71.6% limited partner interest
in SMLP and owns and controls the general partner of SMLP, Summit Midstream
GP, LLC, which has sole responsibility for conducting the business and
managing the operations of SMLP. Summit Investments also owns, operates and
is developing various crude oil, natural gas, and water-related midstream
energy infrastructure assets in the Bakken Shale Play in North Dakota, the DJ
Niobrara Shale Play in Colorado, the Uinta Basin in Utah, and the Piceance
Basin in western Colorado. Summit Investments is a privately held company
owned by members of management, funds controlled by Energy Capital Partners
II, LLC, and GE Energy Financial Services, Inc. and certain of its affiliates.

Forward Looking Statements
This press release includes certain statements concerning expectations for the
future that are forward-looking within the meaning of the federal securities
laws. Forward-looking statements contain known and unknown risks and
uncertainties (many of which are difficult to predict and beyond management's
control) that may cause our actual results in future periods to differ
materially from anticipated or projected results. An extensive list of
specific material risks and uncertainties affecting us is contained in our
2012 Annual Report on Form 10-K filed with the Securities and Exchange
Commission ("SEC") on March 18, 2013 and other documents and reports filed
from time to time with the SEC. Any forward-looking statements in this press
release are made as of the date of this press release and SMLP undertakes no
obligation to update or revise any forward-looking statements to reflect new
information or events.

SOURCE Summit Midstream Partners, LP

Website: http://www.summitmidstream.com
Contact: Marc Stratton, Vice President and Treasurer, +1-214-242-1966,
ir@summitmidstream.com
 
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