Amended Current Report Filing (8-k/a)
February 16 2023 - 06:06AM
Edgar (US Regulatory)
0001549922FALSE00015499222022-12-012022-12-01
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event
reported): December
1, 2022
Summit Midstream Partners, LP
(Exact name of registrant as specified in its charter)
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Delaware |
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001-35666 |
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45-5200503 |
(State or other jurisdiction |
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(Commission |
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(IRS Employer |
of incorporation) |
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File Number) |
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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:
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Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to
Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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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:
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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).
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Emerging growth company
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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. o
Item 9.01 Financial Statements and Exhibits.
This Amendment No. 1 on Form 8-K/A is being filed by Summit
Midstream Partners, LP (including its subsidiaries, collectively
“SMLP” or the “Partnership”) to amend its current report on Form
8-K filed with the Securities and Exchange Commission on December
1, 2022 (the “Original Report”), solely to provide the financial
statements of businesses acquired and the related pro forma
financial information required by Item 9.01 of Form 8-K. Except as
otherwise provided herein, the disclosure made in the Original
Report remains unchanged.
As previously disclosed, on December 1, 2022, Summit Midstream
Holdings, LLC (“SMP Holdings”), a wholly owned subsidiary of the
Partnership, completed the acquisition of Outrigger DJ Midstream
LLC (“Outrigger DJ”) from Outrigger Energy II LLC, and each of
Sterling Energy Investments LLC, Grasslands Energy Marketing LLC
and Centennial Water Pipelines LLC (collectively, “Sterling DJ” or
“Sterling Conveyed Entities”) from Sterling Investment Holdings
LLC, respectively, pursuant to definitive agreements, each dated
October 14, 2022 (collectively, the “Transactions”).
As a result of the Transactions, SMLP acquired natural gas
gathering and processing systems, a crude oil gathering system,
freshwater rights, and a subsurface freshwater delivery system in
the DJ Basin for aggregate cash consideration of
$305.0 million, subject to customary post-closing adjustments.
The Outrigger DJ and Sterling DJ consolidated asset portfolio is
located in Weld, Morgan, and Logan Counties, Colorado and Cheyenne
County, Nebraska.
(a) Financial statements of businesses acquired.
The audited consolidated financial statements of Outrigger DJ
Midstream LLC and Subsidiary as of and for the years ended December
31, 2021 and 2020 are filed as Exhibit 99.3 and incorporated herein
by reference.
The unaudited consolidated financial statements of Outrigger DJ
Midstream LLC and Subsidiary as of September 30, 2022 and December
31, 2021 and for the nine month periods ended September 30, 2022
and September 30, 2021 are filed as Exhibit 99.4 and incorporated
herein by reference.
The audited combined financial statements of the Sterling Conveyed
Entities as of December 31, 2021 and 2020, and for the years ended
December 31, 2021 and 2020 are filed as Exhibit 99.5 and
incorporated herein by reference.
The unaudited condensed combined financial statements of the
Sterling Conveyed Entities as of September 30, 2022 and December
31, 2021, and for the nine months ended September 30, 2022 and 2021
are filed as Exhibit 99.6 and incorporated herein by
reference.
(b) Pro Forma Financial Information.
The following unaudited pro forma financial information of the
Partnership is filed as Exhibit 99.7 to this Current Report on Form
8-K/A and is incorporated herein by reference:
•Unaudited
Pro Forma Condensed Combined Balance Sheet as of September 30,
2022.
•Unaudited
Pro Forma Condensed Combined Statement of Operations for the nine
months ended September 30, 2022.
•Unaudited
Pro Forma Condensed Combined Statement of Operations for the year
ended December 31, 2021.
(d) Exhibits.
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Exhibit Number |
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Description |
99.1 |
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99.2 |
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99.3 |
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99.4 |
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99.5 |
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99.6 |
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99.7 |
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104 |
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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.
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Summit Midstream Partners, LP |
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(Registrant) |
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By: |
Summit Midstream GP, LLC (its general partner) |
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Dated: |
February 15, 2023 |
/s/ William J. Mault |
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William J. Mault, Executive Vice President and Chief Financial
Officer
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