Kirkland & Ellis represented Tall Oak Midstream III (Tall Oak), a Tailwater Capital (Tailwater) portfolio company, on its definitive agreement to be acquired by Summit Midstream (NYSE: SMC) (Summit) for $450 million, comprised of $155 million of initial cash consideration, $25 million of contingent cash consideration and an approximate 40% equity interest in Summit.
Kirkland also advised Tailwater Capital, in its capacity as the selling sponsor of Tall Oak, on the terms of its new partnership with Summit. At closing, Tailwater will hold its equity interest in Summit through an up-C structure and will appoint four Tailwater-affiliated directors to serve on the pro forma Summit board of directors.
In addition to significantly de-levering Summit’s balance sheet, the transaction expands Summit’s operations to the Arkoma Basin, adding 440 million cubic feet per day of processing capacity, over 400 miles of pipelines and over 300,000 of dedicated acres with significant undeveloped locations.
The Kirkland team was led by corporate partners Kevin Crews, Adam Garmezy and Jacqueline Scioli, with support from corporate associate Carter Johnston; capital markets partner Matt Pacey and associate Sara Lampert; tax partners David Wheat and Joe Tobias; executive compensation partner Rob Fowler; employment & labor partner Christie Alcala; and environmental transactions partner Jon Kidwell.
