Summit Midstream Partners, LP (SMLP) has announced that its wholly owned subsidiary, Grand River Gathering, LLC has closed the previously announced acquisition of Red Rock Gathering Company, LLC from a subsidiary of Summit Midstream Partners, LLC for a total cash consideration of US$ 305 million, subject to customary working capital adjustments. The Red Rock drop down was financed with the net proceeds from SMLP鈥檚 primary equity offering of 5.3 million common units and borrowings under SMLP鈥檚 revolving credit facility.
Red Rock is a natural gas gathering and processing system located in the Piceance Basin in western Colorado and eastern Utah, with approximately 1480 miles of low pressure and high pressure pipeline, 54 000 horsepower of compression and two processing plants with 50 million ft3/d of processing capacity. The Red Rock system gathers and processes natural gas, primarily under fee-based contracts, for more than 55 producer customers. Natural gas on the Red Rock system interconnects with downstream pipelines serving Enterprise Products Partners L.P.鈥檚 Meeker natural gas processing plant, Williams Partners L.P.鈥檚 northwest pipeline system and Kinder Morgan Energy Partners L.P.鈥檚 TransColorado pipeline system. Processed natural gas liquids from the Red Rock system are injected into Enterprise鈥檚 Mid-America pipeline system.
Red Rock鈥檚 largest customers include subsidiaries of WPX Energy, Inc., Encana Corporation, Noble Energy, Inc., Black Hills Corporation, Piceance Energy, LLC and Ursa Resources Group II, LLC. For the year ended 31st December 2013, volume throughput on the Red Rock system averaged 148 million ft3/d and more than 80% of its revenue was generated from fee-based services. Pro forma for the Red Rock drop down, SMLP will continue to generate more than 90% of its revenue under long term, fee-based contracts and will have over 4.2 trillion ft3 of minimum volume commitments through 2026.
The terms of the Red Rock drop down transaction were approved by the board of directors of SMLP鈥檚 general partner and by the board鈥檚 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 acted as its legal advisor.
Because of the common control aspects in a drop down transaction, the Red Rock acquisition is deemed a transaction between entities under common control and, as such, will be accounted for on an 鈥渁s if pooled鈥� basis for all periods in which common control existed. As a result, SMLP鈥檚 financial results will retrospectively include Red Rock鈥檚 financial results for all periods ending after 23rd October 2012.
Adapted from press release by