Amended Tender Offer Statement by Issuer (sc To-i/a)
January 13 2022 - 7:31AM
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
Clinton
W. Rancher
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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$115,562,337.67
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$10,712.63
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*
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Estimated solely for the purpose of calculating the registration fee. The transaction valuation upon which the
filing fee was based was calculated as follows: the product of $805.61, the average of the bid and asked price of the Partnership’s 9.50% Series A Fixed-to-Floating
Rate Cumulative Redeemable Perpetual Preferred Units, (the “Series A Preferred Units”) as of December 9, 2021, and 143,447, the total amount of issued and outstanding Series A Preferred Units. The amount of the filing fee assumes that
all of the outstanding Series A Preferred Units will be exchanged and is calculated pursuant to Rule 0-11(b) of the Securities Exchange Act of 1934, as amended. The registration fee was paid on
December 14, 2021 in connection with the filing by the Partnership of the original Schedule TO-I.
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☑
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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: $10,712.63
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Filing Party: Summit Midstream Partners, LP
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Form or Registration No.: Schedule TO-I
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Date Filed: December 14, 2021
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☐
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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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☐
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third-party tender offer subject to Rule 14d-1.
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☒
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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 amends and supplements the Tender Offer Statement on Schedule TO (the “Schedule TO”) originally filed with the
Securities and Exchange Commission on December 14, 2021 by Summit Midstream Partners, LP (the “Partnership”), as amended by the Amendment No. 1 to Schedule TO filed on January 7, 2022 (“Amendment
No. 1”), in connection with its offer to exchange (the “Exchange Offer”), on the terms and subject to the conditions set forth in the Offer to Exchange, dated December 14, 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, and, together with the Offer to Exchange, the “Offering
Documents”), any and all of the Partnership’s 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 newly issued common units representing limited partner interests in the Partnership.
Except as 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 Schedule TO.
Item 4. Terms of the Transaction.
Item 4 of the Schedule TO is hereby amended and supplemented by adding the following:
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1.
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The Exchange Offer expired at 11:59 p.m., New York City time, on January 12, 2022 (the “Expiration
Date”). Based on preliminary information provided by American Stock Transfer & Trust Company, LLC, the depositary of the Exchange Offer (the “Depositary”), as of the Expiration Date, 77,939 Series A Preferred Units
had been properly tendered (and not validly withdrawn). The number of Series A Preferred Units properly tendered (and not validly withdrawn) are preliminary and are subject to verification by the Depositary. The Partnership expects to deliver
the Common Units to be issued in exchange for the Series A Preferred Units on January 14, 2022.
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2.
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On January 13, 2022, the Partnership issued a press release announcing the preliminary results of the
Exchange Offer. A copy of that press release is filed as Exhibit (a)(5)(iv) hereto and is incorporated by reference into Item 4 of this Schedule TO.
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Item 12. Exhibits.
Item 12 of
the Schedule TO is hereby amended and supplemented by adding the following exhibit:
1
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: January 13, 2022
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Summit Midstream Partners, LP
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By:
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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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2
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