HOUSTON, Nov. 10, 2020 /PRNewswire/ -- Summit
Midstream Partners, LP (NYSE: SMLP) (the "Partnership") announced
today that it will commence an offer to purchase (the "Tender
Offer") for cash up to $25,000,000.00
aggregate purchase price (the "Maximum Aggregate Purchase Price")
of its 9.50% Series A Fixed-to-Floating Rate Cumulative Redeemable
Perpetual Preferred Units (the "Series A Preferred Units").
For each Series A Preferred Unit that is accepted in the Tender
Offer, the holder will receive $200.00 (the "Purchase Price"). The Tender
Offer is conditioned on, among other things, that 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 of the Tender Offer.
The Tender Offer is scheduled to expire at 11:59 p.m., New
York city time, on December 9,
2020, unless extended (the "Expiration Date"). The
Partnership will pay the Purchase Price for each Series A Preferred
Unit it purchases promptly after the Expiration Date and the
acceptance of the Series A Preferred Units for purchase.
Assuming that the Tender Offer is fully subscribed, the number
of Series A Preferred Units that will be purchased at the Purchase
Price under the Tender Offer is 125,000. If the aggregate number of
Series A Preferred Units that are validly tendered and not properly
withdrawn as of the Expiration Date (the "Total Tendered Amount")
exceeds the Maximum Aggregate Purchase Price, the Partnership will
accept for purchase that number of Series A Preferred Units that
does not result in the Total Tendered Amount exceeding the Maximum
Aggregate Purchase Price. In that event, the Series A Preferred
Units that will be accepted for purchase will be subject to
proration, as described in the Offer to Purchase.
Holders that tender Series A Preferred Units that are accepted
will forfeit any claim to all accumulated and unpaid distributions
on their Series A Preferred Units, regardless of when accumulated,
including any distributions that may accumulate through the
settlement date for the Tender Offer.
D.F. King & Co., Inc. is acting as the Tender and
Information Agent for the Tender Offer.
The complete terms and conditions of the Tender Offer will be
set forth in the Offer to Purchase and related Letter of
Transmittal that will be filed with the U.S. Securities and
Exchange Commission (the "SEC") under cover of Schedule TO today.
Copies of the Offer to Purchase 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
Tender and Information Agent, D.F.
King & Co., Inc., at 800-669-5550 (toll free) for
unitholders, 212-269-5550 for banks and brokers or
smlp@dfking.com.
THIS PRESS RELEASE IS NEITHER AN OFFER TO PURCHASE NOR A
SOLICITATION OF AN OFFER TO SELL ANY SERIES A PREFERRED UNITS. THIS
PRESS RELEASE IS NOT A SOLICITATION FOR ACCEPTANCE OF THE TENDER
OFFER. THE PARTNERSHIP IS MAKING THE TENDER OFFER ONLY BY, AND
PURSUANT TO THE TERMS OF THE OFFER TO PURCHASE, THE LETTER OF
TRANSMITTAL AND OTHER RELATED DOCUMENTS TO BE FILED WITH THE SEC
TODAY. THE TENDER 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 OR THE TENDER AND INFORMATION
AGENT FOR THE TENDER OFFER MAKES ANY RECOMMENDATION IN CONNECTION
WITH THE TENDER OFFER. 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 Tender Offer,
the terms and timing of the Tender Offer, and the impact of
completion of the Tender Offer. The Partnership may modify the
terms or timing of the Tender Offer 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 SEC on March 9,
2020, Quarterly Report on Form 10-Q for the three months ended
March 31, 2020 filed with the SEC on
May 8, 2020, Quarterly Report on Form
10-Q for the three months ended June 30,
2020 filed with the SEC on August 10,
2020 and Quarterly Report on Form 10-Q for the three months
ended September 30, 2020 filed with
the SEC on November 6, 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