HOUSTON, March 10, 2021 /PRNewswire/ -- Summit
Midstream Partners, LP (NYSE: SMLP) (the "Partnership") announced
today that it has commenced an offer to exchange (the "Exchange
Offer") 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 up to 2,160,000 newly
issued common units (the "Maximum Exchange Amount") 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 27 Common Units (the "Exchange
Consideration"). The Exchange Offer is conditioned on, among other
things, that holders of at least 15,000 Series A Preferred Units
properly tender (and do not validly withdraw) their Series A
Preferred Units prior to the expiration date of the Exchange
Offer.
The Exchange Offer is scheduled to expire at 11:59 p.m., New York
City time, on April 6, 2021,
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.
The maximum number of Series A Preferred Units that will be
exchanged for the Exchange Consideration under the Exchange Offer
is 80,000. If the aggregate number of Common Units issuable in
exchange for Series A Preferred Units that are properly tendered
(and not validly withdrawn) as of the Expiration Date exceeds the
Maximum Exchange Amount, we will accept for exchange that number of
Series A Preferred Units that does not result in the number of
Common Units being issued in the Exchange Offer exceeding the
Maximum Exchange Amount. In that event, the Series A Preferred
Units that will be accepted for exchange will be subject to
proration, as described in the Offer to Exchange.
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
800-967-5071 (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 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 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 on March 4, 2021, 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