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.
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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.
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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.
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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.
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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.
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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.
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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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1