HOUSTON,
Nov. 24, 2020 /PRNewswire/
-- Summit Midstream Partners, LP (NYSE: SMLP) (the
"Partnership") announced today that it has amended its previously
announced 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"). For each Series A Preferred Unit that is accepted in
the Tender Offer, the holder will receive $250.00 (the "Purchase Price"), a 25% increase
over the initial offer of $200.00. 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
100,000. Additionally, the Partnership has amended the Tender
Offer to remove the condition 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 (as
defined below) (the "Minimum Tender Condition"). Pursuant to the
Partnership's removal of the Minimum Tender Condition, the Tender
Offer is no longer conditioned upon the tender of a minimum amount
of Series A Preferred Units.
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There are no other material changes to the Tender Offer, which
is still 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.
The complete terms and conditions of the Tender Offer will be
set forth in the Offer to Purchase and related Letter of
Transmittal that are filed with the U.S. Securities and Exchange
Commission (the "SEC") under cover of Schedule TO-I and TO-I/A.
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 FILED WITH THE SEC, AS
AMENDED AND SUPPLEMENTED. 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