Current Report Filing (8-k)
August 26 2020 - 06:58AM
Edgar (US Regulatory)
false 0001549922 0001549922 2020-08-25
2020-08-25
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): August 25, 2020
Summit Midstream Partners, LP
(Exact name of registrant as specified in its charter)
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Delaware
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001-35666
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45-5200503
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(State or other jurisdiction
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(Commission
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(IRS Employer
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of incorporation)
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File Number)
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Identification No.)
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910 Louisiana Street, Suite 4200
Houston, TX 77002
(Address of principal executive office) (Zip Code)
(Registrants’ 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:
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Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to
Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement communications pursuant to
Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Securities
Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Units
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SMLP
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New York Stock Exchange
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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).
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Emerging growth company ☐
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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 7.01 Regulation FD Disclosure.
Tender Offers
On August 25, 2020, Summit Midstream Partners, LP, a Delaware
limited partnership (the “Partnership”), issued a press release
announcing the commencement of tender offers (the “Tender Offers”)
by Summit Midstream Holdings, LLC, a Delaware limited liability
company and subsidiary of the Partnership (the “Company”), and
Summit Midstream Finance Corp., a Delaware corporation and
subsidiary of the Partnership (the “Co-Issuer,” and together with
the Company, the “Issuers”), to purchase for cash an amount of the
Issuers’ 5.75% Senior Notes due 2025 (the “2025 Notes”) and 5.50%
Senior Notes due 2022 (the “2022 Notes,” and together with the 2025
Notes, the “Notes”). The maximum amount of 2025 Notes that may be
purchased in the Tender Offers will be a principal amount of 2025
Notes that could be purchased with a purchase price, excluding
accrued interest, of up to $60,000,000, and the maximum amount of
2022 Notes that may be purchased in the Tender Offers will be a
principal amount of 2022 Notes that could be purchased with a
purchase price, excluding accrued interest, of up to $60,000,000
less the aggregate purchase price, excluding accrued interest, of
2025 Notes purchased in the Tender Offers A copy of the related
press release is filed herewith as Exhibit 99.1 and is incorporated
herein by reference.
Liability Management Initiatives
On August 25, 2020, the Partnership also announced that it
continues to actively evaluate other liability management
initiatives as well as potential asset sales or other divestitures
of certain of the Partnership’s assets. These initiatives may
involve other debt instruments, including the SMPH Term Loan or the
Deferred Purchase Price Obligation (each as described in the
Partnership’s Quarterly Report on Form 10-Q for the three month
period ended June 30, 2020), and they may involve payments of cash,
the transfer of common units pledged as collateral under the SMPH
Term Loan and/or the issuance of new common units in connection
with any potential transaction that seeks to amend or eliminate
such debt instruments. Other initiatives may involve the
Partnership’s revolving credit facility and the Notes, including
future acquisitions of Notes through open market purchases,
privately negotiated transactions, redemptions permitted under the
terms of such Notes and the applicable indenture governing such
Notes, tender offers, exchange offers or otherwise. The Partnership
continues to evaluate the sale or other divestiture of its
midstream systems and/or joint venture equity interests, as well as
third-party financing options for all or a portion of its remaining
share of capital expenditures related to the Double E Pipeline
project. Discussions and negotiations regarding these types of
initiatives can advance or terminate in a short period of time;
accordingly, the timing of any announcement associated with these
types of strategic initiatives is inherently difficult to
predict.
These strategic efforts, if consummated, could involve material
liabilities or obligations of the Partnership or its subsidiaries
or key Partnership assets, and could have a material impact on the
Partnership’s balance sheet, financial condition and results of
operations. The closing of any such transaction may be
subject to customary and other closing conditions, which may not
ultimately be satisfied or waived. Accordingly, the Partnership can
give no assurance that any such strategic initiatives will be
completed.
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, whether or not filed under the Securities Act of 1933
or the 1934 Act, regardless of any general incorporation language
in such document.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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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Summit Midstream Partners, LP
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(Registrant)
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By:
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Summit Midstream GP, LLC (its general partner)
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Dated:
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August 25, 2020
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/s/ Marc D. Stratton
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Marc D. Stratton, Executive Vice President and Chief Financial
Officer
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