Current Report Filing (8-k)
December 10 2020 - 6:50AM
Edgar (US Regulatory)
false 0001549922 0001549922 2020-12-10 2020-12-10
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): December 10, 2020
Summit Midstream Partners, LP
(Exact name of registrant as specified in its charter)
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Delaware
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001-35666
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45-5200503
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Securities Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Common Units
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SMLP
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New York Stock Exchange
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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 7.01
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Regulation FD Disclosure
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As previously announced, on November 10, 2020, Summit Midstream Partners, LP, a Delaware limited partnership (the “Partnership”), commenced an offer to purchase (the “Tender Offer”) for cash up to $25,000,000.00 aggregate purchase price of its 9.50% Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units (the “Series A Preferred Units”).
On December 10, 2020, the Partnership amended the Tender Offer to (i) extend the expiration date of the Tender Offer to 11:59 p.m., New York City time, on Wednesday, December 23, 2020, unless the Partnership further extends the Tender Offer or terminates it earlier, and (ii) increase the consideration for the Series A Preferred Units tendered and accepted for purchase pursuant to the Tender Offer from $250.00 per Series A Preferred Unit to $333.00 per Series A Preferred Unit. As of December 9, 2020, based on information provided by D.F. King & Co., Inc., the tender and information agent of the Tender Offer, 24,257 Series A Preferred Units had been validly tendered and not properly withdrawn in the Tender Offer. A copy of the related press release is filed herewith as Exhibit 99.1 and incorporated herein by reference.
The information furnished in this Item 7.01 shall not be deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and shall not be deemed incorporated by reference in any filing with the Securities and Exchange Commission, whether or not filed under the Securities Act of 1933 or the 1934 Act, regardless of any general incorporation language in such document.
Item 9.01
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Financial Statements and Exhibits
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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.
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Summit Midstream Partners, LP
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(Registrant)
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By: Summit Midstream GP, LLC (its general partner)
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Dated: December 10, 2020
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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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