Item 5.08. Shareholder Director Nominations
The information set forth below in Item 8.01 under the heading "2022 Annual
Meeting of Limited Partners" is hereby incorporated by reference into this Item
5.08.
Item 7.01. Regulation FD Disclosure
On January 7, 2022, Summit Midstream Partners, LP, a Delaware limited
partnership (the "Partnership") issued a press release announcing the update to
the Exchange Offer (as defined below) as set forth below in Item 8.01 under the
heading "Exchange Offer Update." A copy of the related press release 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 (the "SEC"), whether or not filed under the
Securities Act of 1933 or the 1934 Act, regardless of any general incorporation
language in such document.
Item 8.01. Other Events
Exchange Offer Update
As previously announced, on December 14, 2021, the Partnership 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.
On January 7, 2022, the Partnership announced that as of the close of business
on January 6, 2022, based on information provided by American Stock Transfer &
Trust Company, LLC, the depositary of the Exchange Offer, and including the
Series A Preferred Units covered by the tender and support agreement, 46,203
Series A Preferred Units had been properly tendered in the Exchange Offer (and
not validly withdrawn) or committed for exchange by several holders of the
Series A Preferred Units, which represents approximately 32.2% of the total
Series A Preferred Units outstanding. As previously announced, the Exchange
Offer will expire at 11:59 p.m., New York City time, on January 12, 2022, unless
the Partnership extends the Exchange Offer or terminates it earlier.
2022 Annual Meeting of Limited Partners
The Board of Directors (the "Board") of Summit Midstream GP, LLC, the general
partner of the Partnership (the "General Partner"), has determined that the
Partnership's 2022 Annual Meeting of Limited Partners (the "2022 Annual
Meeting") will be held on Tuesday, May 10, 2022. The time and location of the
2022 Annual Meeting will be specified in the Partnership's 2022 proxy statement.
In accordance with the Partnership's Fourth Amended and Restated Agreement of
Limited Partnership (the "Partnership Agreement"), any nomination by a limited
partner of a person for election to the Board must be made by notice delivered
to the Partnership not earlier than the close of business on January 10, 2022
and not later than the close of business on February 9, 2022. Such notices of
director nominations must comply with the requirements set forth in the
Partnership Agreement and the rules of SEC. Limited partners are urged to read
the complete text of such notice provisions.
Any limited partner who, in accordance with Rule 14a-8 under the 1934 Act wishes
to submit a proposal for inclusion in the proxy statement for the 2022 Annual
Meeting must submit their proposal in writing, along with proof of eligibility,
to the Partnership's principal executive offices in care of the Corporate
Secretary by mail to 910 Louisiana Street, Suite 4200, Houston, Texas 77002.
Proposal submissions must be received no later than the close of business on
February 9, 2022, which the Partnership has determined to be a reasonable time
before it expects to begin to print and send its proxy materials, to be
considered timely. Such proposals also need to comply with the rules of the SEC
regarding the inclusion of limited partner proposals in the Partnership's proxy
materials, and may be omitted if not in compliance with applicable requirements.
--------------------------------------------------------------------------------
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit
Number Description
99.1 Press Release, dated January 7, 2022.
104 Cover Page Interactive Data File - the cover page XBRL tags are
embedded within the Inline XBRL document.
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses