UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

AMENDMENT NO. 4

to

SCHEDULE TO

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

 

 

Summit Midstream Partners, LP

(Name of Subject Company and Filing Person (Issuer))

 

 

9.50% Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units

(Title of Class of Securities)

866142AA0

(CUSIP Number of Class of Securities)

James D. Johnston

910 Louisiana Street, Suite 4200

Houston, Texas 77002

(832) 413-4770

(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing person)

Copies to:

Joshua Davidson

Jason A. Rocha

Baker Botts L.L.P.

910 Louisiana Street

Houston, Texas 77002

(713) 229-1234

 

 

CALCULATION OF FILING FEE

 

Transaction Valuation*		Amount of Filing Fee
$25,000,000		$2,727.50

*

Estimated solely for the purpose of calculating the registration fee. The transaction valuation is based on the offer to purchase for not more than $25,000,000 in aggregate of up to 75,075 Series A Preferred Units. The amount of the filing fee, calculated in accordance with Rule 0–11 under the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory No. 1 for fiscal year 2021 equals $109.10 per $1,000,000 of the value of the transaction.

 

☑	Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

Amount Previously Paid: $2,727.50		Filing Party: Summit Midstream Partners, LP
Form or Registration No.: Schedule TO-I		Date Filed: November 10, 2020

 

☐	Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

 

☐

third-party tender offer subject to Rule 14d-1.

☒

issuer tender offer subject to Rule 13e-4.

☐

going-private transaction subject to Rule 13e-3.

☐

amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer:  ☒

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

 

☐

Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

☐

Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

 

 

 

INTRODUCTORY STATEMENT

This Amendment No. 4 (the “Amendment No. 4”) amends and supplements the Tender Offer Statement on Schedule TO-I (the “Schedule TO-I”), originally filed with the Securities and Exchange Commission on November 10, 2020 by Summit Midstream Partners, LP (the “Partnership”), as amended by the Amendment No. 1 to Schedule TO-I filed on November 24, 2020 (the “Amendment No. 1”), the Amendment No. 2 to Schedule TO-I filed on December 10, 2020 (the “Amendment No. 2”) and the Amendment No. 3 to Schedule TO-I filed on December 28, 2020 (together with the Amendment No. 1 and Amendment No. 2, the “Prior Amendments”), relating to the offer (the “Tender Offer”) by the Partnership to purchase for cash up to $25,000,000.00 aggregate purchase price of the Partnership’s 9.50% Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units (the “Series A Preferred Units” or “units”), on the terms and subject to the conditions set forth in the Offer to Purchase, dated November 10, 2020 (as supplemented and amended from time to time, the “Offer to Purchase”) and in the related letter of transmittal (as supplemented and amended from time to time, the “Letter of Transmittal” and, together with the Offer to Purchase and the Schedule TO-I, the “Offering Documents”).

This Amendment No. 4 is the final amendment to the Schedule TO-I and is being filed to report the final results of the Tender Offer. Except as specifically provided herein and in the Prior Amendments, the information contained in the Offering Documents remains unchanged by this Amendment No. 4. You should read this Amendment No. 4 together with the Offering Documents and the Prior Amendments.

 

Item 11.

Additional Information.

Item 11 of the Schedule TO-I is hereby amended and supplemented by adding the following:

 

1.

The Tender Offer expired at 11:59 p.m., New York City time, on December 23, 2020 (the “Expiration Date”). Based on information provided by D.F. King & Co., Inc., the tender and information agent of the Tender Offer (the “Tender and Information Agent”), as of the Expiration Date, 92,681 Series A Preferred Units had been validly tendered and not properly withdrawn. The Partnership accepted for purchase 75,075 Series A Preferred Units for a purchase price of $333.00 per Series A Preferred Unit, subject to applicable withholding taxes, for an aggregate purchase price of approximately $25,000,000.00. The Tender Offer was oversubscribed, and, pursuant to the terms of the Tender Offer, Series A Preferred Units validly tendered and not properly withdrawn were accepted on a pro rata basis, except for tenders of odd lots, which were accepted in full. The Partnership has been informed by the Tender and Information Agent that the proration factor for the Tender Offer, after giving effect to the priority for odd-lot holders, is approximately 80.92%. The Partnership will promptly issue payment for the Series A Preferred Units properly tendered and accepted for purchase and will return all other Series A Preferred Units tendered and not accepted for purchase.

 

2.

On December 29, 2020, the Partnership issued a press release announcing the final results of the Tender Offer. A copy of that press release is filed as Exhibit (a)(5)(iii) hereto and is incorporated by reference into Item 11 of this Schedule TO-I.

 

Item 12.

Exhibits.

Item 12 of the Schedule TO-I is hereby amended and supplemented by adding the following exhibit:

 

Exhibit		Description
(a)(5)(iii)		Press Release, dated December  29, 2020 (Incorporated by reference to Exhibit 99.1 to the Partnership’s Current Report on Form 8-K filed on December 29, 2020).

 

2

SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: December 29, 2020

 

 

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