American Midstream Partners, LP has signed an agreement to acquire certain assets of Southcross Holdings, LP (“Southcross Holdings”), and has proposed to merge Southcross Energy Partners, L.P. (NYSE: SXE) (“SXE” or “Southcross Energy”) (collectively, with Southcross Holdings referred to as “Southcross”) into a wholly owned subsidiary of AMID in two separate transactions valued at approximately $815 million, including the repayment of net debt. As a result of the transactions, the pro forma partnership with an enterprise value of $3 billion is expected to generate annualized 2018 Adjusted EBITDA in excess of $300 million.
Lynn L. Bourdon, III, Chairman, President and Chief Executive Officer of American Midstream, commented, “This transaction accelerates our transformation into a fully integrated gathering, processing and transmission company focused in select core areas. The transaction also furthers our strategy of redeploying capital into higher growth businesses along with divesting non-core assets at attractive multiples.”
“The addition of the Southcross assets allows us to capture the full midstream value chain in the very prolific Eagle Ford basin. The transaction represents a unique opportunity to expand our onshore gathering, processing, and transmission services, linking supplies from the economically attractive Eagle Ford shale to high demand growth markets along the Gulf Coast.”
Upon completion of the transaction, AMID will own and operate complementary and integrated midstream infrastructure representing:
- Approximately 8,000 miles of crude, natural gas and NGL pipelines
- Over 2.5 Bcf/d of natural gas transmission capacity
- Ten processing plants with over 1.0 Bcf/d of capacity
- Six fractionation facilities with 111,500 Bbl/d of capacity
- 35.7% of Delta House floating production facility in the deep-water Gulf of Mexico, and
- 6.7 million barrels of above-ground liquids storage capacity
“Given the compelling rationale for the acquisition, we anticipate that our combined unitholders should benefit from the partnership’s increased scale, greater financial flexibility, and operational density. The integration and commercialization of the acquired assets will contribute to our growth and help establish solid distribution growth over time,” Mr. Bourdon added.
“This combination with American Midstream provides significant benefits to all of Southcross’ stakeholders,” said Bruce A. Williamson, President and Chief Executive Officer of Southcross’ general partner. “Private and public equity holders from both Southcross Holdings and Southcross Energy will be able to participate in a more diverse, sustainably capitalized company with units that offer immediate cash distributions and strong coverage. In addition, the revolver and term debt holders at both Southcross companies will be repaid in full at closing. We look forward to working with Lynn and his team during the transition to create value for our investors.”
Southcross Holdings indirectly owns all of the equity interest in the general partner of SXE and indirectly owns gas pipeline, treating and fractionation facilities in the Eagle Ford Shale and elsewhere in South Texas. SXE is an integrated natural gas midstream services provider with assets primarily in the Eagle Ford as well as Mississippi and Alabama.
Strategic highlights
The acquisition of Southcross reinforces AMID’s primary strategic objective of creating operational focus within a defined core asset footprint in high-growth U.S. basins. Strategic benefits of the transaction include:
- Builds Asset Density and Full Value Chain Participation: Accelerates the transformation of AMID into a fully integrated natural gas gathering, processing and transmission partnership. Also builds asset density and full value chain participation (gathering, treating, processing, fractionation, and NGL and gas marketing) within the Eagle Ford, the Southeast and the U.S. Gulf Coast.
- Strategically Located Assets Serving Strong Demand Markets: Facilitates capture of increasing regional demand for Eagle Ford production from new and expanding petrochemical complexes, LNG export projects, exports to Mexico and steadily growing industrial demand along the U.S. Gulf Coast.
- Increases Growth and Financial Profile: Provides a unique suite of assets with meaningful growth potential and clear operating and financial synergies. AMID expects the combined company to generate 2018 annualized Adjusted EBITDA in excess of $300 million, with a pro forma enterprise value of approximately $3 billion. AMID and Southcross expect to realize financial synergies of approximately $15 to $20 million annually within 18 months of closing.
- Increases Cash Flow Stability and Distributable Cash Flow Growth: Expected to generate meaningful cash flow growth from increasing upstream activity and growing downstream demand in AMID’s core areas. Approximately 93% fixed-fee contracts underpin strong margins, while acreage dedications and captive production offer downside protection.
- Optimizes Capital Structure: Furthers AMID’s strategy of deploying capital to areas with high long-term value. AMID anticipates divesting an additional $400 to $500 million of non-core asset sales to solidify its balance sheet and allocate growth capital toward high return, organic gathering and processing assets.
- Advances Repositioning of AMID: AMID’s goal is to deliver for its investors a simplified business model and commercial orientation, a solidified and growing DCF/unit profile, and an expanded organic growth platform. The Southcross transaction represents an important milestone in furthering these objectives. The acquisition follows on the successful execution of a number of significant divestiture and investment transactions over the past 18 months, activity which AMID plans to continue over the near term.
