8-K
false 0001549922 0001549922 2020-07-31 2020-07-31

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): July 31, 2020

 

 

Summit Midstream Partners, LP

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-35666   45-5200503

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

910 Louisiana Street, Suite 4200

Houston, TX 77002

(Address of principal executive office) (Zip Code)

(Registrant’s telephone number, including area code): (832) 413-4770

Not applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Securities Act:

 

Title of each class

   

Trading

Symbol(s)

   

Name of each exchange

on which registered

Common Units    SMLP    New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 

Item 3.02

Unregistered Sales of Equity Securities.

On July 31, 2020, Summit Midstream Partners, LP, a Delaware limited partnership (the “Partnership”) announced the final results of its offer to exchange (the “Exchange Offer”) any and all of its 9.50% Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units (the “Series A Preferred Units”) for newly issued common units representing limited partner interests in the Partnership (the “Common Units”), which expired at 5:00 p.m., New York City time, on July 28, 2020.

On July 31, 2020, the Partnership issued an aggregate of 12,563,200 Common Units, subject to applicable withholding taxes, in exchange for the 62,816 Series A Preferred Units validly tendered and accepted for exchange in accordance with the terms of the Exchange Offer.

The issuance of Common Units to the holders of Series A Preferred Units in exchange for their Series A Preferred Units was made by the Partnership pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended, contained in Section 3(a)(9) thereunder, on the basis that the Exchange Offer constituted an exchange with existing holders of the Partnership’s securities and no commissions or other remuneration was paid or given, directly or indirectly, to any party for soliciting such exchanges.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

   

Summit Midstream Partners, LP

    (Registrant)
    By:   Summit Midstream GP, LLC (its general partner)
Dated: August 3, 2020    

/s/ Marc D. Stratton

    Marc D. Stratton, Executive Vice President and Chief Financial Officer
 v3.20.2
Document and Entity Information
Jul. 31, 2020
Cover [Abstract]  
Amendment Flag false
Entity Central Index Key 0001549922
Document Type 8-K
Document Period End Date Jul. 31, 2020
Entity Registrant Name Summit Midstream Partners, LP
Entity Incorporation State Country Code DE
Entity File Number 001-35666
Entity Tax Identification Number 45-5200503
Entity Address, Address Line One 910 Louisiana Street
Entity Address, Address Line Two Suite 4200
Entity Address, City or Town Houston
Entity Address, State or Province TX
Entity Address, Postal Zip Code 77002
City Area Code (832)
Local Phone Number 413-4770
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Security 12b Title Common Units
Trading Symbol SMLP
Security Exchange Name NYSE
Entity Emerging Growth Company false