Simpson Thacher represented the underwriters in connection with a registered offering by DT Midstream, Inc. (“DT Midstream”) of 4,168,750 shares of common stock, which includes the exercise in full of the underwriters’ option to purchase additional shares, for total gross proceeds of approximately $421 million (the “Common Stock Offering”). Simpson Thacher also represented the initial purchasers in connection with DT Midstream’s 144A/Regulation S offering of $650 million aggregate principal amount of 5.800% Senior Secured Notes due 2034, which are guaranteed on a senior secured basis by certain of DT Midstream’s subsidiaries (the “Notes Offering”).
Simpson Thacher also represented the lenders in connection with (i) commitments for an up to $700 million 364-day bridge loan facility, which were reduced in full by the net proceeds from the Common Stock Offering and the Notes Offering and were terminated; (ii) commitments for a $1 billion backstop 364-day bridge revolving credit facility; and (iii) amendments to DT Midstream’s existing credit agreement.
DT Midstream intends to use the net proceeds from the Common Stock Offering, together with the net proceeds from the Notes Offering, borrowings under its revolving credit facility and cash on hand, to fund the consideration payable by DT Midstream in its pending acquisition of all of the equity interests in Guardian Pipeline, L.L.C., Midwestern Gas Transmission Company and Viking Gas Transmission Company.
DT Midstream is an owner, operator and developer of natural gas interstate and intrastate pipelines, storage and gathering systems, compression, treatment and surface facilities.
The Simpson Thacher team included Hui Lin, Traci Biedermann and Christopher Flynn (Capital Markets); Erland Modesto, Ron Havas, Hana Muwaqet and Tyler Wills (Credit); Jonathan Pall (UCC); Michael Mann and Lina Pan (Tax); Courtney Welshimer, Kate Mirino and Matthew Richardson (Intellectual Property); Timothy Gallagher (Real Estate); Pasco Struhs (Executive Compensation and Employee Benefits); and Jennie Getsin (FINRA/Blue Sky). Ryan Surujnath and Julie Ledermann also provided valuable assistance.