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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): November 24, 2020

 

 

Summit Midstream Partners, LP

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-35666   45-5200503

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

910 Louisiana Street, Suite 4200

Houston, TX 77002

(Address of principal executive office) (Zip Code)

(Registrant’s telephone number, including area code): (832) 413-4770

Not applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Securities Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common Units   SMLP   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 

Item 7.01

Regulation FD Disclosure

As previously announced, on November 10, 2020, Summit Midstream Partners, LP, a Delaware limited partnership (the “Partnership”), commenced an offer to purchase (the “Tender Offer”) for cash up to $25,000,000.00 aggregate purchase price of its 9.50% Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units (the “Series A Preferred Units”) at $200.00 per Series A Preferred Unit.

On November 24, 2020, the Partnership amended the Tender Offer to increase the consideration for the Series A Preferred Units tendered and accepted for purchase pursuant to the Tender Offer to $250.00 per Series A Preferred Unit. The Partnership also amended the Tender Offer to remove the condition that holders of at least 75,000 Series A Preferred Units validly tender (and not properly withdraw) their Series A Preferred Units prior to the Expiration Date (as defined below) (the “Minimum Tender Condition”). Pursuant to the Partnership’s removal of the Minimum Tender Condition, the Tender Offer is no longer conditioned upon the tender of a minimum amount of Series A Preferred Units.

The Tender Offer will expire at 11:59 p.m., New York City time, on December 9, 2020 (such time and date, as the same may be extended, the “Expiration Date”), unless the Partnership extends the Tender Offer or terminates it earlier. A copy of the related press release is filed herewith as Exhibit 99.1 and incorporated herein by reference.

The information furnished in this Item 7.01 shall not be deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and shall not be deemed incorporated by reference in any filing with the Securities and Exchange Commission, whether or not filed under the Securities Act of 1933 or the 1934 Act, regardless of any general incorporation language in such document.

 

Item 9.01

Financial Statements and Exhibits

 

  (d)

Exhibits

 

Exhibit
Number

  

Description

99.1    Press Release, dated November 24, 2020.
 104    Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Summit Midstream Partners, LP

(Registrant)

 

By:   Summit Midstream GP, LLC (its general partner)

 

Dated: November 24, 2020    

/s/ Marc D. Stratton

   

Marc D. Stratton, Executive Vice President and Chief

Financial Officer

Exhibit 99.1

 

LOGO  

Summit Midstream Partners, LP

910 Louisiana Street, Suite 4200

Houston, TX 77002

Summit Midstream Partners, LP Announces Amendment to

Cash Tender Offer for Its Series A Preferred Units

Houston, Texas (November 24, 2020) – Summit Midstream Partners, LP (NYSE: SMLP) (the “Partnership”) announced today that it has amended its previously announced offer to purchase (the “Tender Offer”) for cash up to $25,000,000.00 aggregate purchase price of its 9.50% Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units (the “Series A Preferred Units”). For each Series A Preferred Unit that is accepted in the Tender Offer, the holder will receive $250.00 (the “Purchase Price”), a 25% increase over the initial offer of $200.00. Assuming that the Tender Offer is fully subscribed, the number of Series A Preferred Units that will be purchased at the Purchase Price under the Tender Offer is 100,000. Additionally, the Partnership has amended the Tender Offer to remove the condition that holders of at least 75,000 Series A Preferred Units validly tender (and not properly withdraw) their Series A Preferred Units prior to the Expiration Date (as defined below) (the “Minimum Tender Condition”). Pursuant to the Partnership’s removal of the Minimum Tender Condition, the Tender Offer is no longer conditioned upon the tender of a minimum amount of Series A Preferred Units.

There are no other material changes to the Tender Offer, which is still scheduled to expire at 11:59 p.m., New York City time, on December 9, 2020, unless extended (the “Expiration Date”). The Partnership will pay the Purchase Price for each Series A Preferred Unit it purchases promptly after the Expiration Date and the acceptance of the Series A Preferred Units for purchase.

The complete terms and conditions of the Tender Offer will be set forth in the Offer to Purchase and related Letter of Transmittal that are filed with the U.S. Securities and Exchange Commission (the “SEC”) under cover of Schedule TO-I and TO-I/A. Copies of the Offer to Purchase and Letter of Transmittal may be found on the SEC’s website at www.sec.gov, the Partnership’s website at www.summitmidstream.com or may be obtained from the Tender and Information Agent, D.F. King & Co., Inc., at 800-669-5550 (toll free) for unitholders, 212-269-5550 for banks and brokers or smlp@dfking.com.

THIS PRESS RELEASE IS NEITHER AN OFFER TO PURCHASE NOR A SOLICITATION OF AN OFFER TO SELL ANY SERIES A PREFERRED UNITS. THIS PRESS RELEASE IS NOT A SOLICITATION FOR ACCEPTANCE OF THE TENDER OFFER. THE PARTNERSHIP IS MAKING THE TENDER OFFER ONLY BY, AND PURSUANT TO THE TERMS OF THE OFFER TO PURCHASE, THE LETTER OF TRANSMITTAL AND OTHER RELATED DOCUMENTS FILED WITH THE SEC, AS AMENDED AND SUPPLEMENTED. THE TENDER OFFER IS NOT BEING MADE IN ANY JURISDICTION IN WHICH THE MAKING OR ACCEPTANCE THEREOF WOULD NOT BE IN COMPLIANCE WITH THE SECURITIES, BLUE SKY OR OTHER LAWS OF SUCH JURISDICTION. NONE OF THE PARTNERSHIP, OUR GENERAL PARTNER, ITS BOARD OF DIRECTORS, OFFICERS OR EMPLOYEES OR THE TENDER AND INFORMATION AGENT FOR THE TENDER OFFER MAKES ANY RECOMMENDATION IN CONNECTION WITH THE TENDER OFFER. THIS PRESS RELEASE SHALL NOT CONSTITUTE AN OFFER, SOLICITATION OR SALE IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE IS UNLAWFUL.

About Summit Midstream Partners, LP

SMLP is a value-driven limited partnership focused on developing, owning and operating midstream energy infrastructure assets that are strategically located in unconventional resource basins, primarily shale formations, in the continental United States. SMLP provides natural gas, crude oil and produced water gathering services pursuant to primarily long-term and fee-based gathering and processing agreements with customers and counterparties in six unconventional resource basins: (i) the Appalachian Basin, which includes the Utica and Marcellus shale formations in Ohio and West Virginia; (ii) the Williston Basin, which includes the Bakken and Three Forks shale formations in North Dakota; (iii) the Denver-Julesburg Basin, which includes the Niobrara and Codell shale formations in Colorado and Wyoming; (iv) the Permian Basin, which includes the Bone Spring and Wolfcamp

formations in New Mexico; (v) the Fort Worth Basin, which includes the Barnett Shale formation in Texas; and (vi) the Piceance Basin, which includes the Mesaverde formation as well as the Mancos and Niobrara shale formations in Colorado. SMLP has an equity investment in Double E Pipeline, LLC, which is developing natural gas transmission infrastructure that will provide transportation service from multiple receipt points in the Delaware Basin to various delivery points in and around the Waha Hub in Texas. SMLP also has an equity investment in Ohio Gathering, which operates extensive natural gas gathering and condensate stabilization infrastructure in the Utica Shale in Ohio. SMLP is headquartered in Houston, Texas.

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, including, without limitation, information concerning completion of the Tender Offer, the terms and timing of the Tender Offer, and the impact of completion of the Tender Offer. The Partnership may modify the terms or timing of the Tender Offer with requisite notice. Forward-looking statements include, without limitation, any statement that may project, indicate or imply future results, events, performance or achievements and may contain the words “expect,” “intend,” “plan,” “anticipate,” “estimate,” “believe,” “will be,” “will continue,” “will likely result,” and similar expressions, or future conditional verbs such as “may,” “will,” “should,” “would,” and “could.” Forward-looking statements also contain known and unknown risks and uncertainties (many of which are difficult to predict and beyond management’s control) that may cause SMLP’s actual results in future periods to differ materially from anticipated or projected results. An extensive list of specific material risks and uncertainties affecting SMLP is contained in its 2019 Annual Report on Form 10-K filed with the SEC on March 9, 2020, Quarterly Report on Form 10-Q for the three months ended March 31, 2020 filed with the SEC on May 8, 2020, Quarterly Report on Form 10-Q for the three months ended June 30, 2020 filed with the SEC on August 10, 2020 and Quarterly Report on Form 10-Q for the three months ended September 30, 2020 filed with the SEC on November 6, 2020, each as amended and updated from time to time. 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.

Contact: Ross Wong, Senior Director, Corporate Development & Finance, 832-930-7512, ir@summitmidstream.com

SOURCE: Summit Midstream Partners, LP

 

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