UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 3.02 | Unregistered Sales of Equity Securities. |
On January 14, 2022, Summit Midstream Partners, LP, a Delaware limited partnership (the “Partnership”), announced the final results of its offer to exchange (the “Exchange Offer”) any and all of its 9.50% Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units (Liquidation Preference $1,000) (the “Series A Preferred Units”) tendered in the Exchange Offer for newly issued common units representing limited partner interests in the Partnership (the “Common Units”), which expired at 11:59 p.m., New York City time, on January 12, 2022 (the “Expiration Date”).
Based on information provided by American Stock Transfer & Trust Company, LLC, the depositary of the Exchange Offer, 77,939 Series A Preferred Units were properly tendered (and not validly withdrawn) as of the Expiration Date. On January 14, 2022, the Partnership accepted for exchange all such Series A Preferred Units and will issue an aggregate of approximately 2,961,682 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.
The issuance of Common Units to the holders of Series A Preferred Units in exchange for their Series A Preferred Units will be made by the Partnership pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended, contained in Section 3(a)(9) thereunder, on the basis that the Exchange Offer constituted an exchange with existing holders of the Partnership’s securities and no commissions or other remuneration was paid or given, directly or indirectly, to any party for soliciting such exchanges.
| Item 7.01 | Regulation FD Disclosure |
A copy of the press release announcing the final results of the Exchange Offer 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 |
Description | |
| 99.1 | Press Release, dated January 14, 2022. | |
| 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: January 14, 2022 | /s/ Marc D. Stratton | |||||
| Marc D. Stratton, Executive Vice President and Chief Financial Officer | ||||||