UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 7.01 Regulation FD Disclosure
On March 10, 2021, Summit Midstream Partners, LP, a Delaware limited partnership (the “Partnership”), commenced an offer to exchange (the “Exchange Offer”) its 9.50% Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units (Liquidation Preference $1,000) (the “Series A Preferred Units”) tendered in the Exchange Offer for up to 2,160,000 newly issued common units (the “Maximum Exchange Amount”) representing limited partner interests in the Partnership (the “Common Units”).
On March 23, 2021, the Partnership amended the Exchange Offer to increase the exchange consideration and the Maximum Exchange Amount. For each Series A Preferred Unit properly tendered (and not validly withdrawn) prior to 11:59 p.m., New York City time, on April 6, 2021 (such time and date, as the same may be extended, the “Expiration Date”) and accepted by the Partnership, participating holders of Series A Preferred Units will receive 30 Common Units, which is an increase of three Common Units, or approximately 11% more than the previous offer of 27 Common Units for each Series A Preferred Unit properly tendered (and not validly withdrawn). Further, the Maximum Exchange Amount will be increased from 2,160,000 Common Units to 2,400,000 Common Units to reflect the increased exchange consideration.
The Exchange Offer will expire on the Expiration Date, unless the Partnership extends the Exchange 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 March 23, 2021. | |
| 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 |
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| (Registrant) | ||||||||
| By: Summit Midstream GP, LLC (its general partner) | ||||||||
| Dated: March 23, 2021 | /s/ Marc D. Stratton |
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| Marc D. Stratton, Executive Vice President and Chief Financial Officer | ||||||||
Exhibit 99.1
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Summit Midstream Partners, LP 910 Louisiana Street, Suite 4200 Houston, TX 77002 |
Summit Midstream Partners, LP Announces Amendment to Series A Preferred Unit Exchange Offer
Houston, Texas (March 23, 2021) – Summit Midstream Partners, LP (NYSE: SMLP) (the “Partnership”) announced today that it has amended its offer to exchange (the “Exchange Offer”) its 9.50% Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units (Liquidation Preference $1,000) (the “Series A Preferred Units”) tendered in the Exchange Offer for newly issued common units representing limited partner interests in the Partnership (the “Common Units”). For each Series A Preferred Unit that is accepted in the Exchange Offer, the holder will receive 30 Common Units, which is an increase of approximately 11% more than the previous offer of 27 Common Units for each Series A Preferred Unit properly tendered (and not validly withdrawn). Further, the maximum number of Common Units that can be issued in exchange for Series A Preferred Units properly tendered (and not validly withdrawn) and accepted by us in the Exchange Offer will be increased from 2,160,000 Common Units to 2,400,000 Common Units to reflect the increased exchange consideration. The Exchange Offer is still conditioned on, among other things, that holders of at least 15,000 Series A Preferred Units properly tender (and do not validly withdraw) their Series A Preferred Units prior to the expiration date of the Exchange Offer. There are no other material changes to the Exchange Offer, which is still scheduled to expire at 11:59 p.m., New York City time, on April 6, 2021, unless extended.
The complete terms and conditions of the Exchange Offer are set forth in the Offer to Exchange and related Letter of Transmittal, as amended and supplemented, that are filed with the U.S. Securities and Exchange Commission (the “SEC”) under cover of Schedule TO. Copies of the Offer to Exchange 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 Information Agent, D.F. King & Co., Inc., at 800-967-5071 (toll free) for unitholders, 212-269-5550 for banks and brokers or summitmidstream@dfking.com. The Depositary, American Stock Transfer & Trust Company, LLC can be contacted at 877-248-6417 (toll free) or 718-921-8317.
THIS PRESS RELEASE IS NEITHER AN OFFER TO PURCHASE NOR A SOLICITATION OF AN OFFER TO SELL ANY SERIES A PREFERRED UNITS, NOR IS IT AN OFFER TO SELL OR A SOLICITATION TO BUY ANY COMMON UNITS. THIS PRESS RELEASE IS NOT A SOLICITATION FOR ACCEPTANCE OF THE EXCHANGE OFFER. THE PARTNERSHIP IS MAKING THE EXCHANGE OFFER ONLY BY, AND PURSUANT TO THE TERMS OF THE OFFER TO EXCHANGE, THE LETTER OF TRANSMITTAL AND OTHER RELATED DOCUMENTS FILED WITH THE SEC, AS AMENDED AND SUPPLEMENTED. THE EXCHANGE 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, THE INFORMATION AGENT OR THE DEPOSITARY FOR THE EXCHANGE OFFER MAKES ANY RECOMMENDATION IN CONNECTION WITH THE EXCHANGE. 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 Offer to Exchange, the terms and timing of the Offer to Exchange, and the impact of completion of the Offer to Exchange. The Partnership may modify the terms or timing of the Offer to Exchange 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 2020 Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 4, 2021, 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, Sr. Director, Corporate Development & Finance, 832-930-7512, ir@summitmidstream.com
SOURCE: Summit Midstream Partners, LP
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