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): July 18, 2024

Summit Midstream Partners, LP

(Exact name of registrant as specified in its charter)

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:

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

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 5.07 Submission of Matters to a Vote of Security Holders.

On July 18, 2024, Summit Midstream Partners, LP (the “Partnership” or “SMLP”) held a special meeting of its unitholders (the “Special Meeting”) in connection with the proposed corporate reorganization of SMLP to convert from a master limited partnership to a C corporation (the “Corporate Reorganization”), as disclosed in the proxy statement/prospectus filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 14, 2024 (the “Proxy Statement/Prospectus”). As of the close of business on June 7, 2024, the record date for the Special Meeting, there were 10,648,686 common units representing limited partnership interests in SMLP (the “Common Units”) outstanding. A total of 8,334,123 Common Units, or approximately 78.26% of the voting power of the Common Units entitled to vote at the Special Meeting, were represented in person or by proxy at the Special Meeting, which constituted a quorum to conduct business.

A summary of the matters voted upon at the Special Meeting and the voting results for each such matter are presented below. The proposals related to each such matter are described in greater detail in the Proxy Statement/Prospectus.

Proposal 1—Approval of the Merger Proposal

To approve the Agreement and Plan of Merger, dated as of May 31, 2024, by and among Summit Midstream Corporation (“New Summit”), Summit SMC NewCo, LLC (“Merger Sub”), a wholly-owned subsidiary of New Summit, the Partnership and Summit Midstream GP, LLC, the general partner of the Partnership, pursuant to which Merger Sub will be merged with and into the Partnership, with the Partnership continuing as the surviving entity and a wholly-owned subsidiary of New Summit (the “Merger Proposal”).

Proposal 2—Approval of the Advisory Governing Documents Proposals

Proposal 2(A) – To approve, on an advisory, non-binding basis, a proposal to require that any action required or permitted to be taken by the stockholders of New Summit must be taken at a duly called annual or special meeting of stockholders of New Summit and may not be taken by any consent in writing by such stockholders.

Proposal 2(B) – To approve, on an advisory, non-binding basis, a proposal to provide that special meetings of stockholders of New Summit may be called only by or at the direction of the board of directors (the “New Summit Board”), the Chairman thereof or the Chief Executive Officer of New Summit.

Proposal 2(C) – To approve, on an advisory, non-binding basis, a proposal to provide that the New Summit Board may, without stockholder approval, authorize the issuance of preferred stock, $0.01 par value per share (“Preferred Stock”), from time to time in one or more series, and with respect to each series of Preferred Stock, fix and state by resolution the designation and the powers, preferences, rights, qualifications, limitations and restrictions relating to each series of Preferred Stock.

Proposal 2(D) – To approve, on an advisory, non-binding-basis, a proposal to provide that the New Summit Board may, without stockholder approval, authorize the issuance of common stock, $0.01 par value per share (“Blank Check Common Stock”), from time to time in one or more series, and with respect to each series of such Blank Check Common Stock, fix and state by resolution the designation and the powers, privileges, rights, qualifications, limitations and restrictions relating to each such series of Blank Check Common Stock.

Proposal 2(E) – To approve, on an advisory, non-binding basis, a proposal to adopt the Court of Chancery of the State of Delaware (or, if and only if the Court of Chancery of the State of Delaware lacks requisite subject matter jurisdiction, any state court located within the State of Delaware or, if and only if all such state courts lack subject matter jurisdiction, the federal district court for the District of Delaware) and any appellate court therefrom as the exclusive forum for certain stockholder litigation and the federal district courts of the United States of America as the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act of 1933, as amended, against New Summit or any director, officer, employee or agent of New Summit, unless New Summit consents in writing to the selection of an alternative forum.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Forward-Looking Statements

This communication contains forward-looking statements that are subject to a number of risks and uncertainties, many of which are beyond the control of the Partnership and New Summit, which may include statements about:

All of these types of statements, other than statements of historical fact included in this communication, are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “could,” “should,” “expect,” “plan,” “project,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “pursue,” “target,” “continue,” the negative of such terms or other comparable terminology.

The forward-looking statements contained in the Proxy Statement/Prospectus are largely based on the Partnership’s expectations, which reflect estimates and assumptions made by the Partnership’s management. These estimates and assumptions reflect the Partnership’s best judgment based on currently known market conditions and other factors. Although the Partnership believes such estimates and assumptions to be reasonable, they are inherently uncertain and involve a number of risks and uncertainties that are beyond the Partnership’s control. In addition, management’s assumptions about future events may prove to be inaccurate. All readers are cautioned that the forward-looking statements contained in the Proxy Statement/Prospectus are not guarantees of future performance, and the Partnership’s expectations may not be realized or the forward-looking events and circumstances may not occur. Actual results may differ materially from those anticipated or implied in the forward-looking statements due to factors described in the section of the Proxy Statement/Prospectus entitled “Risk Factors.” The forward-looking statements in the Proxy Statement/Prospectus speak only as of the date of this document; we disclaim any obligation to update such statements unless required by securities law, and we caution you not to unduly rely on them.

Additional Information and Where to Find It

This communication relates to the proposed Corporate Reorganization of the Partnership. This communication may be deemed to be solicitation material in respect of the proposed Corporate Reorganization. The proposed Corporate Reorganization has been submitted to the Partnership’s common unitholders for their consideration. In connection with the proposed Corporate Reorganization, New Summit has filed with the SEC a Form S-4 containing the Proxy Statement/Prospectus to be distributed to the Partnership’s common unitholders in connection with the Partnership’s solicitation of proxies for the vote of the Partnership’s common unitholders in connection with the proposed Corporate Reorganization and other matters as described in such Proxy Statement/Prospectus. The Proxy Statement/Prospectus also serves as the prospectus relating to the offer of the securities to be issued to the Partnership’s common unitholders in connection with the completion of the proposed Corporate Reorganization. The Partnership and New Summit may file other relevant documents with the SEC regarding the proposed Corporate Reorganization. The definitive Proxy Statement/Prospectus has been mailed to the Partnership’s common unitholders. BEFORE MAKING ANY INVESTMENT DECISION WITH RESPECT TO THE PROPOSED CORPORATE REORGANIZATION, INVESTORS AND COMMON UNITHOLDERS AND OTHER INTERESTED PERSONS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED CORPORATE REORGANIZATION (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND OTHER RELEVANT MATERIALS CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED CORPORATE REORGANIZATION.

The Proxy Statement/Prospectus, any amendments or supplements thereto and other relevant materials, and any other documents filed by the Partnership or New Summit with the SEC, may be obtained as such documents are filed with the SEC free of charge at the SEC’s website at www.sec.gov or by directing a written request to the Partnership at 910 Louisiana Street, Suite 4200, Houston, Texas 77002.

No Offer or Solicitation

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. 

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.

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