HOUSTON, June 18, 2020 /PRNewswire/ -- Summit
Midstream Partners, LP (NYSE: SMLP) (the "Partnership") announced
today that it has commenced an 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"). For each Series A Preferred Unit that is accepted in
the Exchange Offer, the holder will receive 150 Common
Units. The Exchange Offer is conditioned on, among other
things, that holders of at least 30,000 Series A Preferred Units
properly tender (and not validly withdrawn) their Series A
Preferred Units prior to the expiration date of the Exchange
Offer.
D.F. King & Co., Inc. is acting as the Information Agent and
American Stock Transfer & Trust Company, LLC is acting as the
Depositary for the Exchange Offer.
The Exchange Offer is scheduled to expire at 5:00 p.m., New
York city time, on July 17,
2020, unless extended.
The complete terms and conditions of the Exchange Offer are set
forth in the Offer to Exchange and related Letter of Transmittal
that are filed with the U.S. Securities and Exchange Commission
(the "SEC") under cover of Schedule TO and are being sent to
holders of the existing Series A Preferred Units. Copies of the
Offer to Exchange and Letter of Transmittal may be found on the
SEC's website at www.sec.gov, the Partnership's website
at www.summitmidstream.com or may be obtained from the Information
Agent, D.F. King & Co., Inc., at
800-967-5071 (toll free) for unitholders, 212-269-5550 for banks
and brokers or summitmidstream@dfking.com. The Depositary, American
Stock Transfer & Trust Company, LLC can be contacted at
877-248-6417 (toll free) or 718-921-8317.
SMLP will host a conference call at 8:00am ET on Friday, June 19, 2020 to discuss the Exchange
Offer. Interested parties may participate in the call by
dialing 847-619-6397 or toll free 800-708-4540 and entering the
passcode 49789249. The live or archived webcast of the
conference call can be accessed through the "Investors" section of
SMLP's website at www.summitmidstream.com.
THIS PRESS RELEASE IS NEITHER AN OFFER TO PURCHASE NOR A
SOLICITATION OF AN OFFER TO SELLANY SERIES A PREFERRED UNITS, NOR
IS IT AN OFFER TO SELL OR A SOLICITATION TO BUY ANY COMMON UNITS.
THIS PRESS RELEASE IS NOT A SOLICITATION FOR ACCEPTANCE OF THE
EXCHANGE OFFER. THE PARTNERSHIP IS MAKING THE EXCHANGE OFFER ONLY
BY, AND PURSUANT TO THE TERMS OF THE OFFER TO EXCHANGE, THE LETTER
OF TRANSMITTAL AND OTHER RELATED DOCUMENTS FILED WITH THE SEC. THE
EXCHANGE OFFER IS NOT BEING MADE IN ANY JURISDICTION IN WHICH THE
MAKING OR ACCEPTANCE THEREOF WOULD NOT BE IN COMPLIANCE WITH THE
SECURITIES, BLUE SKY OR OTHER LAWS OF SUCH JURISDICTION. NONE OF
THE PARTNERSHIP, OUR GENERAL PARTNER, ITS BOARD OF DIRECTORS,
OFFICERS OR EMPLOYEES, THE INFORMATION AGENT OR THE DEPOSITARY FOR
THE EXCHANGE OFFER MAKES ANY RECOMMENDATION IN CONNECTION WITH THE
EXCHANGE. THIS PRESS RELEASE SHALL NOT CONSTITUTE AN OFFER,
SOLICITATION OR SALE IN ANY JURISDICTION IN WHICH SUCH OFFER,
SOLICITATION OR SALE IS UNLAWFUL.
About Summit Midstream Partners, LP
SMLP is a value-driven limited partnership focused on
developing, owning and operating midstream energy infrastructure
assets that are strategically located in unconventional resource
basins, primarily shale formations, in the continental United
States. SMLP provides natural gas, crude oil and produced
water gathering services pursuant to primarily long-term and
fee-based gathering and processing agreements with customers and
counterparties in six unconventional resource basins: (i) the
Appalachian Basin, which includes the Utica and Marcellus shale formations in
Ohio and West Virginia; (ii) the Williston Basin, which includes the Bakken and
Three Forks shale formations in North
Dakota; (iii) the Denver-Julesburg Basin, which includes the
Niobrara and Codell shale
formations in Colorado and
Wyoming; (iv) the Permian Basin,
which includes the Bone Spring and Wolfcamp formations in
New Mexico; (v) the Fort Worth Basin, which includes the Barnett
Shale formation in Texas; and (vi)
the Piceance Basin, which includes the Mesaverde formation as well
as the Mancos and Niobrara shale formations in Colorado.
SMLP has an equity investment in Double E Pipeline, LLC, which is
developing natural gas transmission infrastructure that will
provide transportation service from multiple receipt points in the
Delaware Basin to various delivery
points in and around the Waha Hub in Texas. SMLP also has an
equity investment in Ohio Gathering, which operates extensive
natural gas gathering and condensate stabilization infrastructure
in the Utica Shale in Ohio. SMLP is headquartered in
Houston, Texas.
Forward-Looking Statements
This press release includes certain statements concerning
expectations for the future that are forward-looking within the
meaning of the federal securities laws, including, without
limitation, information concerning completion of the Offer to
Exchange, the terms and timing of the Offer to Exchange, and the
impact of completion of the Offer to Exchange. The Partnership may
modify the terms or timing of the Offer to Exchange with requisite
notice. Forward-looking statements include, without
limitation, any statement that may project, indicate or imply
future results, events, performance or achievements and may contain
the words "expect," "intend," "plan," "anticipate," "estimate,"
"believe," "will be," "will continue," "will likely result," and
similar expressions, or future conditional verbs such as "may,"
"will," "should," "would," and "could." Forward-looking
statements also contain known and unknown risks and
uncertainties (many of which are difficult to predict and
beyond management's control) that may cause SMLP's actual
results in future periods to differ materially from anticipated or
projected results. An extensive list of specific
material risks and uncertainties affecting SMLP is contained in its
2019 Annual Report on Form 10-K filed with the Securities and
Exchange Commission on March 9, 2020 and Quarterly Report
on Form 10-Q for the three months ended March 31, 2020 filed with the Securities Exchange
Commission on May 8, 2020, each as
amended and updated from time to time. Any forward-looking
statements in this press release, are made as of the date of this
press release and SMLP undertakes no obligation to update or
revise any forward-looking statements to reflect new
information or events.
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SOURCE Summit Midstream Partners, LP