Item 7.01 Regulation FD Disclosure
On November 10, 2020, Summit Midstream Partners, LP, a Delaware limited
partnership (the "Partnership"), announced that it will commence an offer to
purchase (the "Tender Offer") for cash up to $25,000,000.00 aggregate purchase
price of its 9.50% Series A Fixed-to-Floating Rate Cumulative Redeemable
Perpetual Preferred Units (the "Series A Preferred Units").
In exchange for each Series A Preferred Unit properly tendered (and not validly
withdrawn) prior to 11:59 p.m., New York City time, on December 9, 2020 (such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 $200.00.
The Tender Offer will expire on the Expiration Date, unless the Partnership
extends the Tender 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 (the "SEC"), whether or not filed under the
Securities Act of 1933, as amended (the "Securities Act") or the 1934 Act,
regardless of any general incorporation language in such document.
Item 8.01 Other Events
On November 9, 2020, after the close of trading on the New York Stock Exchange
(the "NYSE"), the Partnership effected the previously announced 1-for-15 reverse
unit split (the "Reverse Unit Split") on its common units representing limited
partner interests in the Partnership (the "common units"). The common units
began trading on a split-adjusted basis on November 10, 2020.
Pursuant to the Reverse Unit Split, common unitholders received one common unit
for every 15 common units owned at the close of business on November 9, 2020.
All fractional units created by the Reverse Unit Split were rounded to the
nearest whole unit, as provided by the Partnership's partnership agreement.
Immediately prior to the Reverse Unit Split, there were 56,624,887 common units
issued and outstanding and immediately after the Reverse Unit Split, the number
of issued and outstanding common units decreased to 3,774,992. In connection
with the Reverse Unit Split, the CUSIP number of the common units changed to
866142 409. The Partnership's ticker symbol on the NYSE, "SMLP," remains the
same.
The Partnership has a registration statement on Form S-3 (File No. 333-234781)
and a registration statement on Form S-8 (File No. 333-237323) on file with the
SEC. SEC regulations permit the Partnership to incorporate by reference future
filings made with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
1934 Act prior to the termination of the offerings covered by registration
statements filed on Form S-3 or Form S-8. The information incorporated by
reference is considered to be part of the prospectus included within each of
those registration statements. Information in this Item 8.01 of this Current
Report on Form 8-K is therefore intended to be automatically incorporated by
reference into each of the active registration statements listed above, thereby
amending them. Pursuant to Rule 416(b) under the Securities Act, the amount of
undistributed common units deemed to be covered by the effective registration
statements of the Partnership described above are proportionately reduced to
give effect to the Reverse Unit Split.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit Number Description
99.1 Press Release, dated November 10, 2020.
104 Cover Page Interactive Data File - the cover page XBRL tags
are embedded within the Inline XBRL document.
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