Current Report Filing (8-k)

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 7.01

Regulation FD Disclosure

As previously announced, on June 18, 2020, Summit Midstream Partners, LP, a Delaware limited partnership (the “Partnership”), 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”).

On July 31, 2020, the Partnership announced the final results of the Exchange Offer, which expired at 5:00 p.m., New York City time, on July 28, 2020. Based on information provided by American Stock Transfer & Trust Company, LLC, the depositary of the Exchange Offer, 62,816 Series A Preferred Units were properly tendered and not validly withdrawn. The Partnership accepted for exchange all such Series A Preferred Units and will issue an aggregate of approximately 12,563,200 Common Units, subject to applicable withholding taxes. The Partnership will promptly deliver the Common Units to be issued in exchange for the Series A Preferred Units properly tendered and accepted for exchange.

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

Financial Statements and Exhibits

(d) Exhibits


Exhibit Number		Description

99.1		Press Release, dated July 31, 2020.

104		Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.

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: July 31, 2020	/s/ Marc D. Stratton
	Marc D. Stratton, Executive Vice President and Chief Financial Officer