INTRODUCTORY STATEMENT
This Amendment No. 1 (the “Amendment
No. 1”) amends and supplements the Tender Offer
Statement on Schedule TO-I
(the “Schedule TO-I”), originally filed with the
Securities and Exchange Commission on November 10, 2020 by
Summit Midstream Partners, LP (the “Partnership”), relating
to the offer (the “Tender Offer”) by the Partnership to
purchase for cash up to $25,000,000.00 aggregate purchase price of
the Partnership’s 9.50% Series A Fixed-to-Floating Rate
Cumulative Redeemable Perpetual Preferred Units (the “Series A
Preferred Units” or “units”), on the terms and subject
to the conditions set forth in the Offer to Purchase, dated
November 10, 2020 (as it may be supplemented and amended from
time to time, the “Offer to Purchase”) and in the related
letter of transmittal (as it may be supplemented and amended from
time to time, the “Letter of Transmittal” and, together with
the Offer to Purchase and the Schedule TO-I, the “Offering Documents”).
The Tender Offer remains scheduled to expire at 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”).
This Amendment No. 1 is being filed to (i) reflect an
increase in the consideration for the Series A Preferred Units
tendered and accepted for purchase pursuant to the Tender Offer
(the “Per Unit Purchase Price”) from $200.00 per Series A
Preferred Unit to $250.00 per Series A Preferred Unit and
(ii) remove the condition that holders of at least 75,000
Series A Preferred Units validly tender (and not properly withdraw)
their Series A Preferred Units prior to the Expiration Date (the
“Minimum Tender Condition”), such that the Tender Offer is
no longer conditioned upon the tender of a minimum amount of Series
A Preferred Units. Except as specifically provided herein, the
information contained in the Offering Documents remains unchanged
by this Amendment No. 1. You should read this Amendment
No. 1 together with the Offering Documents.
Items 1 through 9 and Item 11.
Amendments to the Offer to Purchase
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1. |
References to the Per Unit Purchase Price of $200.00
per Series A Preferred Unit tendered and accepted for purchase
pursuant to the Tender Offer are hereby amended and replaced with
$250.00 per Series A Preferred Unit, and any calculations using an
assumed Per Unit Purchase Price of $200.00 per Series A Preferred
Unit shall now reflect a Per Unit Purchase Price of $250.00 per
Series A Preferred Unit.
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2. |
The sixth paragraph on the cover page of the Offer to
Purchase is hereby amended to remove subpart (i), including the
disclosure below, and to renumber subparts (ii), (iii), (iv) and
(v), respectively:
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(i) holders of at least 75,000 Series A Preferred Units
validly tender (and not properly withdraw) their Series A Preferred
Units prior to the Expiration Date (the “Minimum Tender
Condition”),
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3. |
The answer to the question “What are the conditions of
the Tender Offer?” under the heading “Summary Term Sheet” on page 4
of the Offer to Purchase is hereby amended and restated as
follows:
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The Tender Offer is not conditioned upon any minimum number of
units being tendered. The Tender Offer is, however, subject to a
number of other terms and conditions. See Section 6.
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4. |
The seventh paragraph under “Introduction” on page 9
of the Offer to Purchase is hereby amended and restated as
follows:
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The Tender Offer is not conditioned upon any minimum number of
units being tendered. The Tender Offer is, however, subject to a
number of other terms and conditions. See Section 6.
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5. |
The paragraph titled “The Tender Offer may not be
consummated if the Minimum Tender Condition is not satisfied or
waived” under “Certain Significant Considerations” on page 12 of
the Offer to Purchase is hereby removed.
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6. |
The sixth paragraph under “Section 1—Number of
Units; Per Unit Purchase Price; Proration—General” on page 13 of
the Offer to Purchase is hereby amended and restated as
follows:
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