Summit Midstream Partners, LP Announces Series A Preferred Unit Exchange Offer

Rhea-AI Summary

Summit Midstream Partners (SMLP) announced an Exchange Offer for holders of its 9.50% Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units, set to expire on January 12, 2022. Investors can exchange their preferred units for 38 newly issued common units. Notably, 32.19% of the outstanding preferred units have confirmed their intent to participate. Holders who tender their preferred units will lose any claims to unpaid distributions. The complete terms are available through the SEC and SMLP’s website.

Positive

• 32.19% of outstanding Series A Preferred Units already committed to the Exchange Offer.

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• Holders will forfeit all claims to accumulated and unpaid distributions upon exchange.

HOUSTON, Dec. 14, 2021 /PRNewswire/ -- Summit Midstream Partners, LP (NYSE: SMLP) (the "Partnership") announced today that it has commenced an 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"). For each Series A Preferred Unit that is accepted in the Exchange Offer, the holder will receive 38 Common Units.

The Exchange Offer is scheduled to expire at 11:59 p.m., New York City time, on January 12, 2022, unless extended (the "Expiration Date").

The Partnership will issue Common Units in exchange for each Series A Preferred Unit that is accepted for exchange promptly after the Expiration Date.

Pursuant to a tender and support agreement, several holders of the Series A Preferred Units have agreed to tender in the aggregate 46,178 Series A Preferred Units (representing 32.19% of the outstanding Series A Preferred Units) in the Exchange Offer.

Holders that tender Series A Preferred Units that are accepted for exchange will forfeit any claim to all accumulated and unpaid distributions on their Series A Preferred Units, regardless of when accumulated, whether before or after the date hereof and including any distributions that may accumulate through the settlement date for the Exchange Offer.

D.F. King & Co., Inc. is acting as the Information Agent and American Stock Transfer & Trust Company, LLC is acting as the Depositary for the Exchange Offer.

The complete terms and conditions of the Exchange Offer are set forth in the Offer to Exchange and related Letter of Transmittal that are filed with the U.S. Securities and Exchange Commission (the "SEC") under cover of Schedule TO and are being sent to holders of the existing Series A Preferred Units. Copies of the Offer to Exchange 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 Information Agent, D.F. King & Co., Inc., at 866-811-1442 (toll free) for unitholders, 212-269-5550 for banks and brokers or summitmidstream@dfking.com. The Depositary, American Stock Transfer & Trust Company, LLC can be contacted at 877-248-6417 (toll free) or 718-921-8317.

THIS PRESS RELEASE IS NEITHER AN OFFER TO PURCHASE NOR A SOLICITATION OF AN OFFER TO SELL ANY SERIES A PREFERRED UNITS, NOR IS IT AN OFFER TO SELL OR A SOLICITATION TO BUY ANY COMMON UNITS. THIS PRESS RELEASE IS NOT A SOLICITATION FOR ACCEPTANCE OF THE EXCHANGE OFFER. THE PARTNERSHIP IS MAKING THE EXCHANGE OFFER ONLY BY, AND PURSUANT TO THE TERMS OF THE OFFER TO EXCHANGE, THE LETTER OF TRANSMITTAL AND OTHER RELATED DOCUMENTS FILED WITH THE SEC. THE EXCHANGE 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, THE INFORMATION AGENT OR THE DEPOSITARY FOR THE EXCHANGE OFFER MAKES ANY RECOMMENDATION IN CONNECTION WITH THE EXCHANGE. 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 provides natural gas 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 Offer to Exchange, the terms and timing of the Offer to Exchange, and the impact of completion of the Offer to Exchange. The Partnership may modify the terms or timing of the Offer to Exchange 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 2020 Annual Report on Form 10-K filed with the Securities and Exchange Commission ("SEC") on March 4, 2021 and in its Quarterly Report on Form 10-Q for the three months ended March 31, 2021 filed with the SEC on May 7, 2021, its Quarterly Report on Form 10-Q for the three months ended June 30, 2021 filed with the SEC on August 9, 2021 and its Quarterly Report on Form 10-Q for the three months ended September 30, 2021 filed with the SEC on November 5, 2021, 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

FAQ

What is the deadline for Summit Midstream Partners’ Exchange Offer for SMLP preferred units?

The Exchange Offer expires at 11:59 p.m. on January 12, 2022.

How many Series A Preferred Units have been committed to the Exchange Offer by Summit Midstream Partners?

46,178 Series A Preferred Units, which is 32.19% of the outstanding units, have been committed.

What will holders receive in exchange for their Series A Preferred Units?

Holders will receive 38 common units for each Series A Preferred Unit accepted in the Exchange Offer.

What happens to unpaid distributions if Series A Preferred Units are exchanged?

Holders who exchange their Series A Preferred Units will forfeit any claim to all accumulated and unpaid distributions.

Where can I find more information about the Exchange Offer from Summit Midstream Partners?

Details are available at the SEC's website and on Summit Midstream's official website.