Summit Midstream Partners, LP Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2020-12-29: Form 8-K; Period of report 2020-12-29; Description 7.01 Regulation FD Disclosure; Details 7.01.
- 2020-12-18: Form 8-K; Period of report 2020-12-18; Description 1.01 Entry into a Material Definitive Agreement; Details 1.01.
- 2020-12-10: Form 8-K; Period of report 2020-12-10; Description 7.01 Regulation FD Disclosure; Details 7.01.
- 2020-11-24: Form 8-K; Period of report 2020-11-24; Description 7.01 Regulation FD Disclosure; Details 7.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2020-12-29 | 8-K | 2020-12-29 | 7.01 Regulation FD Disclosure | 7.01 As previously announced, on November 10, 2020, Summit Midstream Partners, LP, a Delaware limited partnership (the “Partnership”), commenced an offer to purchase (the “Tender Offer”) for cash up to $25,000,000.00 aggregate purchase price of its 9.50% Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units (the “Series A Preferred Units”). | d90086d8k.htm |
| 2020-12-18 | 8-K | 2020-12-18 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | smlp-8k_20201218.htm |
| 2020-12-10 | 8-K | 2020-12-10 | 7.01 Regulation FD Disclosure | 7.01 As previously announced, on November 10, 2020, Summit Midstream Partners, LP, a Delaware limited partnership (the “Partnership”), commenced an offer to purchase (the “Tender Offer”) for cash up to $25,000,000.00 aggregate purchase price of its 9.50% Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units (the “Series A Preferred Units”). | d36891d8k.htm |
| 2020-11-24 | 8-K | 2020-11-24 | 7.01 Regulation FD Disclosure | 7.01 As previously announced, on November 10, 2020, Summit Midstream Partners, LP, a Delaware limited partnership (the “Partnership”), commenced an offer to purchase (the “Tender Offer”) for cash up to $25,000,000.00 aggregate purchase price of its 9.50% Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units (the “Series A Preferred Units”) at $200.00 per Series A Preferred Unit. | d927557d8k.htm |
| 2020-11-18 | 8-K | 2020-11-16 | 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement | 1.01 Entry into a Material Definitive Agreement. 1.02 The information regarding the TL Restructuring and the satisfaction of the Term Loan Claims under the Term Loan set forth under Item 1.01 above is incorporated into this Item 1.02 by reference. 2.04 The description of the Notice of Default set forth under Item 1.01 above is incorporated into this Item 2.04 by reference. | d92241d8k.htm |
| 2020-11-10 | 8-K | 2020-11-09 | 7.01 Regulation FD Disclosure; 8.01 Other Events | 7.01 On November 10, 2020, Summit Midstream Partners, LP, a Delaware limited partnership (the “Partnership”), announced that it will commence an offer to purchase (the “Tender Offer”) for cash up to $25,000,000.00 aggregate purchase price of its 9.50% Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units (the “Series A Preferred Units”). 8.01 On November 9, 2020, after the close of trading on the New York Stock Exchange (the “NYSE”), the Partnership effected the previously announced 1-for-15 reverse unit split (the “Reverse Unit Split”) on its common units representing limited partner interests in the Partnership (the “common units”). | d801523d8k.htm |
| 2020-11-06 | 8-K | 2020-11-06 | 2.02 Results of Operations and Financial Condition | 2.02 On November 6, 2020, the Partnership issued a press release announcing its results of operations for the three and nine months ended September 30, 2020. | smlp-8k_20201106.htm |
| 2020-10-30 | 8-K | 2020-10-30 | 7.01 Regulation FD Disclosure | 7.01 On October 30, 2020, Summit Midstream Partners, LP, a Delaware limited partnership (the “Partnership”), issued a press release announcing that the board of directors of its general partner has approved a 1-for-15 reverse unit split on the Partnership’s common units, to become effective after the market closes on November 9, 2020. | d47111d8k.htm |
| 2020-10-23 | 8-K | 2020-10-19 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On October 19, 2020, Summit Midstream Partners, LP (“SMLP”) announced that Leonard W. Mallett, the Executive Vice President and Chief Operations Officer of Summit Midstream GP, LLC (the “Company”), the general partner of SMLP, will be departing the Company to pursue other interests. | smlp-8k_20201019.htm |
| 2020-09-30 | 8-K | 2020-09-29 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | d822819d8k.htm |
| 2020-09-23 | 8-K | 2020-09-23 | 7.01 Regulation FD Disclosure | 7.01 As previously announced, on August 25, 2020, Summit Midstream Holdings, LLC (the “Company”), a Delaware limited liability company, and Summit Midstream Finance Corp., a Delaware corporation (together with the Company, the “Issuers”), both of which are wholly owned subsidiaries of Summit Midstream Partners, LP (the “Partnership”), commenced tender offers (the “Tender Offers”) to purchase for cash a portion of the Issuers’ 5.75% Senior Notes due 2025 (the “2025 Notes”) and 5.50% Senior Notes due 2022 (the “2022 Notes,” and together with the 2025 Notes, the “Notes”) pursuant to the terms and subject to the conditions set forth in the Offer to Purchase, dated August 25, 2020, as amended and supplemented from time to time. | d13952d8k.htm |
| 2020-09-09 | 8-K | 2020-09-09 | 7.01 Regulation FD Disclosure; 8.01 Other Events | 7.01 On September 9, 2020, Summit Midstream Partners, LP, a Delaware limited partnership (the “Partnership”), issued a press release announcing the amendment to the Tender Offers (as defined below) described in Item 8.01 below. 8.01 As previously announced, on August 25, 2020, Summit Midstream Holdings, LLC (the “Company”), a Delaware limited liability company and subsidiary of the Partnership, and Summit Midstream Finance Corp., a Delaware corporation and subsidiary of the Partnership (the “Co-Issuer,” and together with the Company, the “Issuers”), commenced tender offers (the “Tender Offers”) to purchase for cash a portion of the Issuers’ 5.75% Senior Notes due 2025 (the “2025 Notes”) and 5.50% Senior Notes due 2022 (the “2022 Notes,” and together with the 2025 Notes, the “Notes”) pursuant to the terms and subject to the conditions set forth in the Offer to Purchase, dated August 25, 2020 (the “Offer to Purchase”). | d93622d8k.htm |
| 2020-08-26 | 8-K | 2020-08-25 | 7.01 Regulation FD Disclosure | 7.01 On August 25, 2020, Summit Midstream Partners, LP, a Delaware limited partnership (the “Partnership”), issued a press release announcing the commencement of tender offers (the “Tender Offers”) by Summit Midstream Holdings, LLC, a Delaware limited liability company and subsidiary of the Partnership (the “Company”), and Summit Midstream Finance Corp., a Delaware corporation and subsidiary of the Partnership (the “Co-Issuer,” and together with the Company, the “Issuers”), to purchase for cash an amount of the Issuers’ 5.75% Senior Notes due 2025 (the “2025 Notes”) and 5.50% Senior Notes due 2022 (the “2022 Notes,” and together with the 2025 Notes, the “Notes”). | smlp-8k_20200825.htm |
| 2020-08-07 | 8-K | 2020-08-07 | 2.02 Results of Operations and Financial Condition | 2.02 On August 7, 2020, the Partnership issued a press release announcing its results of operations for the three and six months ended June 30, 2020. | smlp-8k_20200807.htm |
| 2020-08-07 | 8-K | 2020-08-07 | 8.01 Other Events | 8.01 As previously disclosed, on May 28, 2020, Summit Midstream Partners, LP, a Delaware limited partnership (the “Partnership”), closed on a Purchase Agreement (the “Purchase Agreement”) with affiliates of Energy Capital Partners II, LLC, a Delaware limited liability company (“ECP”) to acquire all the outstanding limited liability company interests of Summit Midstream Partners, LLC, a Delaware limited liability company (“Summit Investments”). | d22126d8k.htm |
| 2020-08-03 | 8-K | 2020-07-31 | 3.02 Unregistered Sales of Equity Securities | 3.02 On July 31, 2020, 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 (the “Series A Preferred Units”) for newly issued common units representing limited partner interests in the Partnership (the “Common Units”), which expired at 5:00 p.m., New York City time, on July 28, 2020. | d84216d8k.htm |
| 2020-07-31 | 8-K | 2020-07-31 | 7.01 Regulation FD Disclosure | 7.01 As previously announced, on June 18, 2020, Summit Midstream Partners, LP, a Delaware limited partnership (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 (the “Series A Preferred Units”) for newly issued common units representing limited partner interests in the Partnership (the “Common Units”). | d70791d8k.htm |
| 2020-07-29 | 8-K | 2020-07-29 | 7.01 Regulation FD Disclosure | 7.01 As previously announced, on June 18, 2020, Summit Midstream Partners, LP, a Delaware limited partnership (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 (the “Series A Preferred Units”) for newly issued common units representing limited partner interests in the Partnership (the “Common Units”). | d930963d8k.htm |
| 2020-07-27 | 8-K | 2020-07-27 | 7.01 Regulation FD Disclosure | 7.01 As previously announced, on June 18, 2020, Summit Midstream Partners, LP, a Delaware limited partnership (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 (the “Series A Preferred Units”) for newly issued common units representing limited partner interests in the Partnership. | d30775d8k.htm |
| 2020-07-24 | 8-K | 2020-07-23 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure; 8.01 Other Events | 2.02 The information relating to the press release described below related to preliminary financial results for the second quarter of 2020 is incorporated by reference herein. 7.01 As previously announced, on June 18, 2020, Summit Midstream Partners, LP, a Delaware limited partnership (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 (the “Series A Preferred Units”) for newly issued common units representing limited partner interests in the Partnership. 8.01 The Partnership also reported in the Press Release that in the Utica Shale, a customer has recently curtailed in excess of 150 MMcf/d of production which the Partnership now expects will remain offline awaiting more favorable natural gas prices in late 2020 and into 2021. | d61860d8k.htm |
| 2020-07-20 | 8-K | 2020-07-20 | 7.01 Regulation FD Disclosure | 7.01 As previously announced, on June 18, 2020, Summit Midstream Partners, LP, a Delaware limited partnership (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 (the “Series A Preferred Units”) for newly issued common units representing limited partner interests in the Partnership. | d941309d8k.htm |
| 2020-07-14 | 8-K | 2020-07-14 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On July 14, 2020, Summit Midstream Partners, LP (“SMLP”) announced that Brock M. Degeyter, the Executive Vice President and General Counsel of Summit Midstream GP, LLC (the “Company”), the general partner of SMLP, will be departing the Company to pursue other interests. | smlp-8k_20200714.htm |
| 2020-07-13 | 8-K | 2020-07-13 | 7.01 Regulation FD Disclosure | 7.01 As previously announced, on June 18, 2020, Summit Midstream Partners, LP, a Delaware limited partnership (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 for newly issued common units representing limited partner interests in the Partnership. | d904967d8k.htm |
| 2020-07-01 | 8-K | 2020-07-01 | 7.01 Regulation FD Disclosure | 7.01 On June 18, 2020, Summit Midstream Partners, LP, a Delaware limited partnership (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 (the “Series A Preferred Units”) for newly issued common units representing limited partner interests in the Partnership (the “Common Units”). | d949121d8k.htm |
| 2020-06-19 | 8-K | 2020-06-19 | 7.01 Regulation FD Disclosure | 7.01 On June 19, 2020, Summit Midstream Partners, LP, a Delaware limited partnership (the “Partnership”), held a conference call related to 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 for newly issued common units representing limited partner interests in the Partnership. | d946556d8k.htm |
| 2020-06-18 | 8-K | 2020-06-18 | 7.01 Regulation FD Disclosure | 7.01 On June 18, 2020, Summit Midstream Partners, LP, a Delaware limited partnership (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 (the “Series A Preferred Units”) for newly issued common units representing limited partner interests in the Partnership (the “Common Units”). | d946975d8k.htm |
| 2020-06-04 | 8-K | 2020-06-04 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On June 4, 2020, James J. Cleary was appointed to the Board of Directors (the “Board”) of Summit Midstream GP, LLC (the “general partner”), which manages and operates Summit Midstream Partners, LP (the “Partnership”), to serve as a member of the Board until his successor is duly elected and qualified or until his earlier resignation, removal or death. | smlp-8k_20200604.htm |
| 2020-06-02 | 8-K | 2020-05-28 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 7.01 Regulation FD Disclosure | 1.01 Entry into a Material Definitive Agreement. 2.03 The description of the ECP Term Loan Credit Agreements and the ECP Term Loan Guarantees set forth under Item 1.01 above is incorporated into this Item 2.03 by reference. 3.02 The description of the ECP Warrants set forth under Item 1.01 above is incorporated into this Item 3.02 by reference. 3.03 The descriptions of the Amended Partnership Agreement and the Amended LLC Agreement set forth under Item 1.01 above are incorporated into this Item 3.03 by reference. 5.01 The description of the GP Buy-In Transaction set forth above is incorporated into this Item 5.01 by reference. 5.02 On May 29, 2020 (the “DCP Termination Date”), in connection with the closing of the GP Buy-In Transaction, Summit Investments, which is a wholly owned subsidiary of the Partnership as of the Closing Date, terminated its Deferred Compensation Plan (the “DCP”), which is a supplemental executive retirement plan that has provided key employees and directors with an opportunity to defer receipt of a portion of their salary, bonus and other specified compensation. 5.03 The descriptions of the Amended Partnership Agreement and the Amended LLC Agreement set forth under Item 1.01 above are incorporated into this Item 5.03 by reference. 7.01 Also, on May 28, 2020, the Partnership issued a press release announcing the closing of the GP Buy-In Transaction and related transactions, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. | d933187d8k.htm |
| 2020-05-08 | 8-K | 2020-05-08 | 2.02 Results of Operations and Financial Condition | 2.02 On May 8, 2020, the Partnership issued a press release announcing its results of operations for the three months ended March 31, 2020. | smlp-8k_20200508.htm |
| 2020-05-05 | 8-K | 2020-05-03 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 3.02 The description of the Warrants set forth under Item 1.01 above is incorporated into this Item 3.02 by reference. 5.02 Pursuant to the Purchase Agreement, each of Mr. Peter Labbat, Mr. Chris Leininger, Mr. Matthew Delaney, Mr. Francesco Ciabatti and Mr. Thomas Lane, all directors of the Board affiliated with ECP II, will resign from the Board before or concurrently with the closing of the GP Buy-In Transaction. 7.01 Also, on May 3, 2020, the Partnership issued a press release announcing (i) the GP Buy-In Transaction and related transactions and (ii) the suspension of distributions to holders of its Common Units and the suspension of payment of distributions to holders of its 9.50% Series A Fixed to Floating Rate Cumulative Redeemable Perpetual Preferred Units representing limited partner interests in the Partnership (the “Series A Units”) (as described below), a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. 8.01 Simultaneously with the execution of the Purchase Agreement, the Partnership immediately suspended its distributions to holders of its Common Units and suspended payment of distributions to holders of its Series A Units, commencing with respect to the quarter ending March 31, 2020. | d921511d8k.htm |
| 2020-04-16 | 8-K | 2020-04-10 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 7.01 Regulation FD Disclosure | 3.01 On April 10, 2020, Summit Midstream Partners, LP (“SMLP”) received a formal notice from the New York Stock Exchange (“NYSE”) indicating noncompliance with the continued listing standard set forth in Rule 802.01C of the NYSE Listed Company Manual because the average closing price of SMLP’s common units had fallen below $1.00 per unit over a period of 30 consecutive trading days, which is the minimum average unit price for continued listing on the NYSE. 7.01 On April 16, 2020, SMLP issued a press release announcing the receipt of the notice of noncompliance from the NYSE, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. | smlp-8k_20200410.htm |
| 2020-04-01 | 8-K | 2020-03-31 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On March 31, 2020, Mr. Christopher M. Leininger and Mr. Francesco Ciabatti were appointed to the Board of Directors (the “Board”) of Summit Midstream GP, LLC (the “general partner”), which manages and operates Summit Midstream Partners, LP (the “Partnership”). | smlp-8k_20200331.htm |
| 2020-03-20 | 8-K | 2020-03-20 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 As previously disclosed, on February 19, 2020, the board of directors (the “Board”) of Summit Midstream GP, LLC, the general partner (the “General Partner”) of Summit Midstream Partners, LP (the “Partnership”), unanimously approved an amendment and restatement of the Summit Midstream Partners, LP 2012 Long-Term Incentive Plan (as amended and restated, the “Plan”), subject to unitholder approval and on February 19, 2020, the holders of 54.7% of the outstanding common units representing limited partner interests in the Partnership (the “Common Units”) approved the Plan by written consent in lieu of a special meeting of the holders of the Common Units (“Common Unitholders”). | smlp-8k_20200320.htm |
| 2020-02-28 | 8-K | 2020-02-28 | 2.02 Results of Operations and Financial Condition | 2.02 On February 28, 2020, the Partnership issued a press release announcing its results of operations for the three months and year ended December 31, 2019. | smlp-8k_20200228.htm |
| 2020-02-25 | 8-K | 2020-02-19 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On February 19, 2020, the holders (collectively, the “Consenting Majority Unitholders”) of 54.7% of the outstanding common units representing limited partner interests (the “Common Units”) of Summit Midstream Partnership, LP (the “Partnership”) consented in writing to an amendment and restatement of the Summit Midstream Partners, LP 2012 Long-Term Incentive Plan (the “Current Plan” and, as amended and restated, the “A/R Plan”), such consent to be effective 20 calendar days after the date an Information Statement on Schedule 14C (the “Information Statement”) is first sent or given to the holders of our Common Units (“Common Unitholders”). | smlp-8k_20200219.htm |