Summit Midstream Partners, LP
2100 McKinney Avenue, Suite 1250
Dallas, Texas 75201
September 13, 2012
Via EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-4628
Attn: Mara L. Ransom, Assistant Director
Division of Corporation Finance
Re: Summit Midstream Partners, LP
Registration Statement on Form S-1
Filed August 21, 2012
File No. 333-183466
Ladies and Gentlemen:
Set forth below are the responses of Summit Midstream Partners, LP, a Delaware limited partnership (we or the Partnership), to comments received from the staff of the Division of Corporation Finance (the Staff) of the Securities and Exchange Commission (the Commission) by letter dated September 5, 2012 with respect to the above-referenced registration statement (the Registration Statement).
Concurrently with the submission of this letter, we have filed through EDGAR Amendment No. 1 to the Registration Statement (Amendment No. 1). For your convenience, each response is prefaced by the exact text of the Staffs corresponding comment in bold text. All references to page numbers and captions correspond to Amendment No. 1, unless otherwise indicated.
General
1. Please complete all non-Rule 430A blanks and file all required exhibits, such as the tax and the legal opinions, in a timely manner so that we may have adequate time to review them before you request acceleration of the effective date of your registration statement.
Response: We acknowledge the Staffs comment and have filed all required exhibits other than Exhibit 1.1 (the form of Underwriting Agreement) and Exhibit 10.15 (Rene Casadabans employment agreement). We will file Exhibit 1.1 and Exhibit 10.15 in a future amendment and will allow sufficient time for the Staff to review those exhibits. As discussed in a telephone conversation between our counsel, Latham & Watkins LLP, and the Staff on September 12, 2012, we have attached as Exhibit A hereto for your confidential
review certain pages of Amendment No. 1 containing all unit count, valuation and pricing information that will be included in the Registration Statement, other than information that we are entitled to omit under Rule 430A. Following your confidential review, we intend to include all such unit count, valuation and pricing information in a subsequent amendment to the Registration Statement filed through EDGAR.
Underwriting, page 211
2. We note your new disclosure concerning payments to TPH. Regarding the expiration of your obligation to pay the quarterly fee, please revise your disclosure to clarify which agreement will be used in the determination of the expiration date.
Response: We have revised the Registration Statement as requested. Please see pages 212 and 213.
We hereby acknowledge the Staffs closing comments to the letter and hereby undertake to comply with the Staffs requests. Please direct any questions or comments regarding the foregoing to the undersigned or to our counsel at Latham & Watkins LLP, William Finnegan at (713) 546-7410 or Brett E. Braden at (713) 546-7412.
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Very truly yours, | ||
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SUMMIT MIDSTREAM PARTNERS, LP | ||
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By: |
Summit Midstream Partners GP, LLC, |
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its General Partner |
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By: |
/s/ Brock M. Degeyter |
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Brock M. Degeyter |
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Senior Vice President and General Counsel |
cc: William N. Finnegan IV, Latham & Watkins LLP (Issuers counsel)
Brett E. Braden, Latham & Watkins LLP (Issuers counsel)
Joshua Davidson, Baker Botts L.L.P. (Underwriters counsel)