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CUSIP No. 866142102
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13D
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Page 9 of 15 pages
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EXPLANATORY NOTE
This Amendment No. 10 to Schedule 13D amends and supplements the Schedule 13D originally filed with the United States Securities and
Exchange Commission (the “SEC”) on February 1, 2016 (as amended, the “Schedule 13D”), relating to the common units representing limited partner interests in the Issuer (the “Common Units”) of Summit Midstream
Partners, LP (the “Issuer”). Capitalized terms used herein without definition shall have the meaning set forth in the Schedule 13D.
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Item 4.
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Purpose of Transaction.
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Item 4 of the Schedule 13D is hereby amended and supplemented as follows:
Purchase Agreement
On May 28, 2020
(the “Closing Date”), pursuant to a purchase agreement, dated as of May 3, 2020 (the “Purchase Agreement”), by and among the Issuer, and the parties thereto, the Issuer purchased all the outstanding limited liability company
interests of Summit Midstream Partners, LLC (“Summit Investments”), which is the sole member of Summit Midstream Partners Holdings, LLC (“SMP Holdings”), which in turn owns (a) 45,318,866 Common Units and (b) the right of
SMP Holdings to receive the deferred purchase price obligation under the contribution agreement by and between the Issuer and SMP Holdings, dated February 25, 2016, as amended, in exchange for approximately $28.2 million in cash and
warrants for the purchase of up to an aggregate of 8,059,609 Common Units issued to SMP TopCo, LLC.
Also pursuant to the Purchase
Agreement, the Issuer purchased 5,915,827 Common Units held by SMLP Holdings, LLC (“SMLP”), in exchange for approximately $6.8 million in cash and warrants for the purchase of up to an aggregate of 1,940,391 Common Units issued to
SMLP (together with warrants for the purchase of up to an aggregate of 8,059,609 Common Units, the “Warrants”).
As a result of
these transactions, Summit Investments became a wholly owned subsidiary of the Issuer. Further pursuant to the Purchase Agreement, on the Closing Date, each of Mr. Peter Labbat, Mr. Chris Leininger, Mr. Matthew Delaney,
Mr. Francesco Ciabatti and Mr. Thomas Lane resigned from the board of directors of Summit Midstream Partners GP, LLC, the general partner of the Issuer.
The exercise price under the Warrants is $1.023 per Common Unit. The Warrants provided that the Issuer will file a registration statement to
register the Common Units issuable upon exercise of the Warrants no later than 90 days following the Closing Date and use commercially reasonable efforts to cause such registration statement to become effective.
On November 10, 2020, the Issuer effected a 1-for-15
reverse stock split. As a result, the Warrants were then exercisable for the purchase of an aggregate of 666,667 Common Units at a strike price of $15.345 per Common Unit.