Amended Tender Offer Statement by Issuer (sc To-i/a)
December 10 2020 - 07:15AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 2
to
SCHEDULE TO
Tender Offer Statement under
Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
Summit Midstream Partners, LP
(Name of Subject Company and Filing Person
(Issuer))
9.50% Series A Fixed-to-Floating Rate
Cumulative Redeemable Perpetual Preferred Units
(Title of Class of Securities)
866142AA0
(CUSIP Number of Class of
Securities)
James D. Johnston
910 Louisiana Street, Suite 4200
Houston, Texas 77002
(832) 413-4770
(Name, address and telephone number of person
authorized to receive notices and communications on behalf of
filing person)
Copies to:
Joshua Davidson
Jason A. Rocha
Baker Botts L.L.P.
910 Louisiana Street
Houston, Texas 77002
(713) 229-1234
CALCULATION OF FILING FEE
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Transaction Valuation* |
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Amount of Filing Fee |
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$25,000,000 |
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$2,727.50 |
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| * |
Estimated solely for the purpose of calculating the
registration fee. The transaction valuation is based on the offer
to purchase for not more than $25,000,000 in aggregate of up to
75,075 Series A Preferred Units. The amount of the filing fee,
calculated in accordance with Rule 0–11 under the Securities
Exchange Act of 1934, as amended, and Fee Rate Advisory No. 1
for fiscal year 2021 equals $109.10 per $1,000,000 of the value of
the transaction.
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| ☒ |
Check the box if any part of the fee is offset as
provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its
filing.
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| Amount Previously Paid: $2,727.50 |
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Filing Party: Summit Midstream Partners,
LP |
| Form or Registration No.: Schedule TO-I |
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Date Filed: November 10, 2020 |
| ☐ |
Check the box if the filing relates solely to
preliminary communications made before the commencement of a tender
offer.
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Check the appropriate boxes below to designate any transactions to
which the statement relates:
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☐ |
third-party tender offer subject to Rule
14d-1.
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☒ |
issuer tender offer subject to Rule 13e-4.
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☐ |
going-private transaction subject to Rule
13e-3.
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☐ |
amendment to Schedule 13D under Rule 13d-2.
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Check the following box if the filing is a final amendment
reporting the results of the tender offer: ☐
If applicable, check the appropriate box(es) below to designate the
appropriate rule provision(s) relied upon:
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☐ |
Rule 13e-4(i)
(Cross-Border Issuer Tender Offer)
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☐ |
Rule 14d-1(d)
(Cross-Border Third-Party Tender Offer)
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INTRODUCTORY STATEMENT
This Amendment No. 2 (the “Amendment
No. 2”) 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”), as
amended by the Amendment No. 1 to Schedule TO-I filed on November 24, 2020
(the “Amendment No. 1”), 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”).
Among other things, this Amendment No. 2 is being filed to
(i) extend the expiration date (the “Expiration Date”)
of the Tender Offer to 11:59 p.m., New York City time, on
Wednesday, December 23, 2020 and (ii) 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 $250.00 per Series A Preferred Unit
to $333.00 per Series A Preferred Unit. Except as specifically
provided herein and in the Amendment No. 1, the information
contained in the Offering Documents remains unchanged by this
Amendment No. 2. You should read this Amendment No. 2
together with the Offering Documents and the Amendment
No. 1.
Items 1 through 9.
Amendments to the Offer to Purchase and the Letter of
Transmittal
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1. |
References to the Expiration Date in the Offer to
Purchase and the Letter of Transmittal are hereby amended and
replaced with Wednesday, December 23, 2020.
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2. |
References to the Per Unit Purchase Price of $250.00
per Series A Preferred Unit tendered and accepted for purchase
pursuant to the Tender Offer are hereby amended and replaced with
$333.00 per Series A Preferred Unit, and any calculations using an
assumed Per Unit Purchase Price of $250.00 per Series A Preferred
Unit shall now reflect a Per Unit Purchase Price of $333.00 per
Series A Preferred Unit.
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| Item 11. |
Additional Information.
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Item 11 of the Schedule TO-I is hereby amended and supplemented
by adding the following:
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1. |
As of December 9, 2020, based on information
provided by D.F. King & Co., Inc., the tender and
information agent of the Tender Offer, 24,257 Series A Preferred
Units had been validly tendered and not properly withdrawn in the
Tender Offer.
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2. |
On December 10, 2020, the Partnership issued a
press release announcing the extension of the Expiration Date. A
copy of that press release is filed as Exhibit (a)(5)(i) hereto and
is incorporated by reference into Item 11 of this Schedule
TO-I.
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Item 12 of the Schedule TO-I is hereby amended and supplemented
by adding the following exhibit:
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SIGNATURES
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true,
complete and correct.
Date: December 10, 2020
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Summit Midstream Partners, LP
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| By: Summit Midstream GP, LLC (its general
partner) |
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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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