INTRODUCTORY STATEMENT
This Amendment No. 2 amends and supplements the Tender Offer Statement on Schedule TO (the Schedule TO) originally filed with the
Securities and Exchange Commission on March 10, 2021 by Summit Midstream Partners, LP (the Partnership), as amended by the Amendment No. 1 to Schedule TO filed on March 16, 2021 (Amendment No. 1), in
connection with its offer to exchange, on the terms and subject to the conditions set forth in the Offer to Exchange, dated March 10, 2021 (as it may be supplemented and amended from time to time, the Offer to Exchange), and 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 Exchange, the Offering Documents), the Partnerships 9.50% Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units (Liquidation Preference $1,000) (the Series A Preferred Units) tendered in the Exchange
Offer for up to 2,160,000 newly issued common units (the Maximum Exchange Amount) representing limited partner interests in the Partnership (the Common Units).
This Amendment No. 2 is being filed to reflect an increase of the exchange consideration and the Maximum Exchange Amount. For each Series A Preferred
Unit properly tendered (and not validly withdrawn) prior to 11:59 p.m., New York City time, on April 6, 2021 (such time and date, as the same may be extended, the Expiration Date) and accepted by the Partnership,
participating holders of Series A Preferred Units will receive 30 Common Units for each Series A Preferred Unit properly tendered, which is an increase of three Common Units, or approximately 11% more than the previous offer of 27 Common Units for
each Series A Preferred Unit properly tendered (and not validly withdrawn). Further, the Maximum Exchange Amount will be increased from 2,160,000 Common Units to 2,400,000 Common Units to reflect the increased exchange consideration. Except as
specifically provided herein and in 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
Amendment No. 1. Capitalized terms used but not defined herein shall have the meanings given to them in the Offer to Exchange.
Items 1 through 9
and Item 11.
Amendments to the Offer to Exchange
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1.
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References to an Exchange Consideration of 27 Common Units per Series A Preferred Unit properly tendered (and
not validly withdrawn) prior to the Expiration Date are hereby amended and replaced with 30 Common Units per Series A Preferred Unit, and any calculations using an assumed Exchange Consideration of 27 Common Units per Series A Preferred Unit shall
now reflect an Exchange Consideration of 30 Common Units per Series A Preferred Unit.
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2.
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References to a Maximum Exchange Amount of 2,160,000 Common Units are hereby amended and replaced with
2,400,000 Common Units, and any calculations using an assumed Maximum Exchange Amount of 2,160,000 Common Units shall now reflect a Maximum Exchange Amount of 2,400,000 Common Units to reflect the increased exchange consideration.
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3.
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In the table under Capitalization on page 19 of the Offer to Exchange, the reference to 8,270,000
Common Units in the As Adjusted column of the SMLP Common Units outstanding row is hereby amended and replaced with 8,510,000 Common Units to reflect the increased exchange consideration.
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Amendments to the Letter of Transmittal
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1.
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References to an Exchange Consideration of 27 Common Units per Series A Preferred Unit properly tendered (and
not validly withdrawn) prior to the Expiration Date are hereby amended and replaced with 30 Common Units per Series A Preferred Unit, and any calculations using an assumed Exchange Consideration of 27 Common Units per Series A Preferred Unit shall
now reflect an Exchange Consideration of 30 Common Units per Series A Preferred Unit.
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2.
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References to a Maximum Exchange Amount of 2,160,000 Common Units are hereby amended and replaced with
2,400,000 Common Units, and any calculations using an assumed Maximum Exchange Amount of 2,160,000 Common Units shall now reflect a Maximum Exchange Amount of 2,400,000 Common Units to reflect the increased exchange consideration.
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1