INTRODUCTORY STATEMENT
This Amendment No. 5 amends and supplements the Tender Offer Statement on Schedule TO (the Schedule TO) originally filed with the
Securities and Exchange Commission on June 19, 2020 by Summit Midstream Partners, LP (the Partnership), as amended by the Amendment No. 1 to Schedule TO filed on June 19, 2020 (Amendment
No. 1), the Amendment No. 2 to Schedule TO filed on July 1, 2020 (Amendment No. 2), the Amendment No. 3 to Schedule TO filed on July 14, 2020 (Amendment
No. 3) and the Amendment No. 4 on Schedule TO filed on July 20, 2020 (Amendment No. 4 and together with Amendment No. 1, Amendment No. 2 and Amendment No. 3,
the Prior Amendments), 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 June 18, 2020 (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, the Letter of Transmittal and, together with
the Offer to Exchange, the Offering Documents), any and all of the Partnerships 9.50% Series A Fixed-to-Floating Rate Cumulative Redeemable
Perpetual Preferred Units (the Series A Preferred Units).
Among other things, this Amendment No. 5 is being filed to extend the
expiration date (the Expiration Date) of the Exchange Offer to 5:00 p.m., New York City time, on July 28, 2020. Except as provided herein and in the Prior Amendments, the information contained in the Offering Documents
remains unchanged by this Amendment No. 5. You should read this Amendment No. 5 together with the Offering Documents and the Prior Amendments. Capitalized terms used but not defined herein shall have the meanings given to them in the
Schedule TO.
Items 1 through 9.
Amendments to
the Offer to Exchange and the Letter of Transmittal
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1.
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References to the Expiration Date in the Offer to Exchange and the Letter of Transmittal are hereby amended and
restated to reference Tuesday, July 28, 2020.
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Item 11. Additional Information.
Item 11 of the Schedule TO is hereby amended and supplemented by adding the following:
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1.
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As of July 23, 2020, based on information provided by American Stock Transfer & Trust Company,
LLC, the depositary of the Exchange Offer, 22,619 Series A Preferred Units had been tendered and not validly withdrawn.
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2.
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On July 23, 2020, the Partnership announced that it expects second quarter 2020 net income in the range of $46
million to $68 million, adjusted EBITDA in the range of $63 million to $65 million, natural gas volume throughput on its operated systems of 1.3 Bcf/d to 1.4 Bcf/d and liquids volume throughput of 74 Mbbl/d to 78 Mbbl/d.
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This preliminary financial information is subject to completion of the Partnerships quarter-end close procedures and further financial
review. Actual results may differ from these estimates as a result of the completion of the Partnerships quarter-end closing procedures, review adjustments and other developments that may arise between now and the time such financial
information for the period is finalized. As a result, these estimates are preliminary, may change and constitute forward-looking information and, as a result, are subject to risks and uncertainties. These preliminary estimates should not be viewed
as a substitute for full interim financial statements prepared in accordance with United States generally accepted accounting principles (GAAP), and they should not be viewed as indicative of the Partnerships results for any future period.
Neither the Partnerships independent registered public accounting firm nor any other independent registered public accounting firm has audited, reviewed or compiled, examined or performed any procedures with respect to the preliminary results,
nor have they expressed any opinion or any other form of assurance on the preliminary results.
The following provides a preliminary range
of adjusted EBITDA for the three months ended June 30, 2020 and a reconciliation of net income.
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Three Months Ended
June 30, 2020
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Low
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High
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(In thousands)
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Reconciliation of net income or loss to adjusted EBITDA:
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Net income (loss)
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$
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45,750
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$
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67,750
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Add:
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Interest expense
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22,500
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19,500
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Depreciation and amortization (1)
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31,000
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28,000
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Proportional adjusted EBITDA for equity method investees (2)
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8,250
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6,750
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Loss (gain) on early extinguishment of debt
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(52,000
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)
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(57,000
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Other, net (3)
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7,500
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Adjusted EBITDA
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$
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63,000
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$
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65,000
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(1)
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Includes the amortization expense associated with our favorable gas gathering contracts as reported in other
revenues.
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(2)
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Reflects the Partnerships proportionate share of Ohio Gathering adjusted EBITDA, subject to a one-month
lag.
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(3)
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Includes various items such as, but not limited to income tax benefits and expenses, adjustments related to MVC
shortfall payments that recognize the earnings from MVC shortfall payments ratably over the term of the associated MVC, adjustments related to capital reimbursement activity which represent contributions in aid of construction revenue recognized in
accordance with Accounting Standards Update No. 2014-09 Revenue from Contracts with Customers (Topic 606), unit-based and noncash compensation, net loss or gain on asset sales, long-lived asset impairment, income or loss from equity
method investees and items of income or loss that we characterize as unrepresentative of our ongoing operations, including restructuring expenses.
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3.
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On July 23, 2020, the Partnership issued a press release (i) announcing the extension of the
Expiration Date, (ii) providing updated guidance for the full year 2020, (iii) setting forth preliminary financial results of the Partnerships operations for the second quarter 2020 and (iv) announcing the second quarter 2020
earnings call. A copy of that press release is filed as Exhibit (a)(5)(vii) hereto.
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Item 12. Exhibits.
Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit:
1