June 26, 2020

Via E-mail
Joshua Davidson, Esq.
Baker Botts L.L.P.
910 Louisiana Street
Houston, Texas 77002

        Re:    Summit Midstream Partners, LP
               Schedule TO-I
               Filed June 19, 2020
               File No. 5-87135

Dear Mr. Davidson:

       We have reviewed the filing above and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand the
disclosure.

       Please respond to this letter by amending the filing or by providing the
requested
information. If you do not believe our comments apply to the Partnership's
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

        After reviewing any amendment to the filing and the information you
provide in response
to these comments, we may have additional comments. All defined terms used in
this letter have
the same meaning as in the Exchange Offer, unless otherwise indicated.

Offer to Exchange

General

1.      Please advise us why the Exchange Offer is not subject to Exchange Act
Rule 13e-3.
        While we note that the Series A Preferred Units are not a class of
securities registered
        under Exchange Act section 12, it is unclear if such class is subject
to Exchange Act
        section 15(d). Refer to Exchange Act Rule 13e-3(a)(3)(ii)(A).

Fractional Common Units, page 29

     2. We note the disclosure on page 29 and elsewhere that the Partnership
"will not issue
        fractional Common Units in the Exchange Offer. If any fractional Common
Unit would
 Joshua Davidson, Esq.
Baker Botts L.L.P.
June 26, 2020
Page 2


        be issuable to a participating holder upon the exchange of its Series A
Preferred Units,
        the number of Common Units to be issued to such participating holder
will be rounded
        down to the nearest whole number." Please advise how this is consistent
with the
        requirements of Exchange Act Rule 13e-4(f)(8)(ii).

Conditions to the Exchange Offer, page 32

3.      The first paragraph of this section finishes with the phrase "waived by
us in our
        reasonable discretion." With a view towards disclosure, please advise
us as to the
        meaning and purpose of the language "reasonable discretion" in this
context.

4.      Refer to the first bullet point on page 33. A tender offer may be
conditioned on a variety
        of events and circumstances provided that they are not within the
direct or indirect
        control of the bidder. To avoid the potential implication that that the
condition may be
        triggered at the election of the Partnership or that the Partnership
may conduct an illusory
        offer in potential contravention of Exchange Act Section 14(e), please
advise us, with a
        view towards revised disclosure, what consideration was given to
quantifying a "material
        adverse change" in the price of the Partnership's Common Units so that
holders would
        have a more ascertainable and objective standard against which the
Partnership's
        determination of whether this condition has been triggered may be
judged. For example,
        please advise us what consideration was given to quantifying a
percentage decrease or
        increase in the Common Units as measured against the price of such
Units as of close of
        trading on the NYSE immediately preceding the commencement of the
Exchange Offer.

5.      Refer to the last bullet point on page 33. Please advise us, with a
view toward revised
        disclosure, whether or not such condition has become operative given
the continuing
        adverse economic developments linked to the COVID-19 viral outbreak and
recent
        reports regarding new Covid-19 cases and hospitalizations increasing in
many states,
        including in Texas and Florida. To the extent such condition has been
determined not to
        be operative, please advise us, with a view towards revised disclosure,
of the
        measurement date against which such condition should be evaluated.
Please also advise
        us what would constitutes a material worsening of such condition as it
relates to Covid-
        19.

6.      To the extent the Partnership concludes that condition referenced in
the preceding
        comment has occurred, please advise us, with a view toward revised
disclosure, whether
        or not the condition has been waived or a decision has been made to
terminate the offer.
        Please also advise us whether or not a material change has occurred
under Exchange Act
        Rules 13e-4(e)(3), 13e-4(c)(3) and 13e-4(d)(2), and if so, how the
Partnership intends to
        effectuate compliance with those rules.

     7. We note the following statement on page 33: "If we fail at any time to
exercise any of the
        foregoing rights, this failure will not constitute a waiver of such
right. Each such right
 Joshua Davidson, Esq.
Baker Botts L.L.P.
June 26, 2020
Page 3


       will be deemed an ongoing right that we may assert at any time or at
various times with
       respect to the Exchange Offer prior to its expiration." This language
suggests that if a
       condition is triggered and the Partnership fails to assert the
condition, the Partnership will
       not lose the right to assert the condition at a later time. Please note
that when a condition
       is triggered and the Partnership decides to proceed with the Offer
anyway, we believe
       that this decision is tantamount to a waiver of the triggered
condition(s). Depending on
       the materiality of the waived condition and the number of days remaining
in the Offer,
       the Partnership may be required to extend the Offer and recirculate new
disclosure to
       security holders. Please confirm the Partnership's understanding that if
an Offer
       condition is triggered, the Partnership will notify shareholders whether
or not it has
       waived such condition. In addition, when an Offer condition is triggered
by events that
       occur during the Offer period and before the expiration of the Offer,
the Partnership
       should inform holders how it intends to proceed immediately, rather than
waiting until
       the end of the Offer period, unless the condition is one where
satisfaction of the condition
       may be determined only upon expiration. Please confirm the Partnership's
understanding
       in your response letter.

                                            *    *    *

        We remind you that the Partnership and its management are responsible
for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Please contact me at (202) 551-3444 with any questions.

                                                              Sincerely,

                                                              /s/ Perry Hindin

                                                              Perry Hindin
                                                              Special Counsel
                                                              Office of Mergers
and Acquisitions