|CUSIP No. 866142102
||Page 9 of 15 pages
This Amendment No. 10 to Schedule 13D amends and supplements
the Schedule 13D originally filed with the United States Securities
and Exchange Commission (the “SEC”) on February 1, 2016 (as
amended, the “Schedule 13D”), relating to the common units
representing limited partner interests in the Issuer (the “Common
Units”) of Summit Midstream Partners, LP (the “Issuer”).
Capitalized terms used herein without definition shall have the
meaning set forth in the Schedule 13D.
Purpose of Transaction.
Item 4 of the Schedule 13D is hereby amended and supplemented as
On May 28, 2020 (the “Closing Date”), pursuant to a purchase
agreement, dated as of May 3, 2020 (the “Purchase Agreement”),
by and among the Issuer, and the parties thereto, the Issuer
purchased all the outstanding limited liability company interests
of Summit Midstream Partners, LLC (“Summit Investments”), which is
the sole member of Summit Midstream Partners Holdings, LLC (“SMP
Holdings”), which in turn owns (a) 45,318,866 Common Units and
(b) the right of SMP Holdings to receive the deferred purchase
price obligation under the contribution agreement by and between
the Issuer and SMP Holdings, dated February 25, 2016, as
amended, in exchange for approximately $28.2 million in cash
and warrants for the purchase of up to an aggregate of 8,059,609
Common Units issued to SMP TopCo, LLC.
Also pursuant to the Purchase Agreement, the Issuer purchased
5,915,827 Common Units held by SMLP Holdings, LLC (“SMLP”), in
exchange for approximately $6.8 million in cash and warrants
for the purchase of up to an aggregate of 1,940,391 Common Units
issued to SMLP (together with warrants for the purchase of up to an
aggregate of 8,059,609 Common Units, the “Warrants”).
As a result of these transactions, Summit Investments became a
wholly owned subsidiary of the Issuer. Further pursuant to the
Purchase Agreement, on the Closing Date, each of Mr. Peter
Labbat, Mr. Chris Leininger, Mr. Matthew Delaney,
Mr. Francesco Ciabatti and Mr. Thomas Lane resigned from
the board of directors of Summit Midstream Partners GP, LLC, the
general partner of the Issuer.
The exercise price under the Warrants is $1.023 per Common Unit.
The Warrants provided that the Issuer will file a registration
statement to register the Common Units issuable upon exercise of
the Warrants no later than 90 days following the Closing Date and
use commercially reasonable efforts to cause such registration
statement to become effective.
On November 10, 2020, the Issuer effected a 1-for-15 reverse stock split. As
a result, the Warrants were then exercisable for the purchase of an
aggregate of 666,667 Common Units at a strike price of $15.345 per