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 | | Description |
99.1 | | |
99.2 | | |
99.3 | | |
99.4 | | |
99.5 | | |
99.6 | | |
99.7 | | |
104 | | Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document |