SCHEDULE TO
This Tender Offer Statement on Schedule TO (this Schedule TO) relates to the offer (the Tender Offer) by Summit
Midstream Partners, LP (the Partnership) to purchase for cash up to $25,000,000.00 aggregate purchase price of the Partnerships 9.50% Series A
Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units (the Series A Preferred Units or units).
The consideration for the Series A Preferred Units tendered and accepted for purchase pursuant to the Tender Offer will equal $200.00 per Series A Preferred
Unit. Applicable withholding taxes will be deducted from payments to tendering holders. Assuming that the Tender Offer is fully subscribed, the approximate number of Series A Preferred Units that will be purchased under the Tender Offer is 125,000.
If the aggregate number of Series A Preferred Units that are validly tendered and not properly withdrawn in the Tender Offer exceeds the Maximum Aggregate Purchase Price, the Series A Preferred Units that will be accepted for purchase will be
subject to proration, as described in the Offer to Purchase (as defined below).
The Tender Offer shall commence on the filing date hereof and shall
expire at 11:59 p.m., New York City time, on December 9, 2020 (the Expiration Date). The Tender Offer will be made upon the terms and subject to the conditions set forth in the Offer to Purchase (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, the Offering Documents), which are filed as exhibits (a)(1)(i) and (a)(1)(ii) hereto.
The Tender Offer is conditioned on,
among other things, the following: (i) holders of at least 75,000 Series A Preferred Units validly tender (and not properly withdraw) their Series A Preferred Units prior to the Expiration Date, (ii) there shall have not been instituted,
threatened in writing or be pending any action or proceeding before or by any court, governmental, regulatory or administrative agency or instrumentality, or by any other person, in connection with the Tender Offer, that is, or is reasonably likely
to be, in our reasonable judgment, materially adverse to our business, operations, properties, condition, assets, liabilities or prospects, or which would or might, in our reasonable judgment, prohibit, prevent, restrict or delay consummation of the
Tender Offer or materially impair the contemplated benefits to us (as set forth in the Offer to Purchase under the heading Section 2 Purpose of the Tender Offer; Certain Effects of the Tender Offer) of the Tender Offer,
(iii) no order, statute, rule, regulation, executive order, stay, decree, judgment or injunction shall have been proposed, enacted, entered, issued, promulgated, enforced or deemed applicable by any court or governmental, regulatory or
administrative agency or instrumentality that, in our reasonable judgment, would or would be reasonably likely to prohibit, prevent, restrict or delay consummation of the Tender Offer or materially impair the contemplated benefits to us of the
Tender Offer, or that is, or is reasonably likely to be, materially adverse to our business, operations, properties, condition, assets, liabilities or prospects, (iv) there shall have not occurred or be reasonably likely to occur any material
adverse change to our business, operations, properties, condition, assets, liabilities, prospects or financial affairs and (v) there shall have not occurred (a) any general suspension of, or limitation on prices for, trading in securities
in U.S. securities or financial markets, (b) a declaration of a banking moratorium or any suspension of payments in respect to banks in the United States, (c) any limitation (whether or not mandatory) by any government or governmental,
regulatory or administrative authority, agency or instrumentality, domestic or foreign, or other event that, in our reasonable judgment, would or would be reasonably likely to affect the extension of credit by banks or other lending institutions or
(d) a natural disaster or the commencement or material worsening of a war, armed hostilities, act of terrorism or other international or national calamity directly or indirectly involving the United States which, in our reasonable judgment,
diminishes general economic activity to a degree sufficient to materially reduce demand for natural gas and oil consumption. See the section of the Offer to Purchase titled Section 6 Conditions to the Tender Offer for a
complete description of the conditions of the Tender Offer. The Partnership reserves the right to extend or terminate the Tender Offer if any condition of the Tender Offer is not satisfied and otherwise to amend the Tender Offer in any respect.
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