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.
- 2022-12-15: Form 8-K; Period of report 2022-12-09; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 5.02.
- 2022-12-05: Form 8-K; Period of report 2022-11-29; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 5.02.
- 2022-12-02: Form 8-K; Period of report 2022-12-01; Description 2.01 Completion of Acquisition or Disposition of Assets; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 7.01 Regulation FD Disclosure; Details 2.01.
- 2022-11-15: Form 8-K; Period of report 2022-11-14; Description 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; Details 1.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2022-12-15 | 8-K | 2022-12-09 | 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 November 29, 2022, the Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) of Summit Midstream GP, LLC, the general partner (the “General Partner”) of Summit Midstream Partners, LP (“SMLP” or the “Partnership”), approved a compensation program pursuant to which each member of the Partnership’s senior management, including the Partnership’s executive officers, were given the opportunity to elect to forfeit none, 50% or 100% of each vesting tranche of his or her previously disclosed outstanding retention cash component awards granted in each of 2020, 2021 and 2022 under the Summit Midstream Partners, LP 2012 Long-Term Incentive Plan in exchange for phantom units to be granted under the Summit Midstream Partners, LP 2022 Long-Term Incentive Plan (the “Plan”). | smlp-20221209.htm |
| 2022-12-05 | 8-K | 2022-11-29 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On November 29, 2022, the Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) of Summit Midstream GP, LLC, the general partner (the “General Partner”) of Summit Midstream Partners, LP (“SMLP” or the “Partnership”), approved a compensation program pursuant to which each member of the Partnership’s senior management, including the Partnership’s executive officers, shall have the opportunity to elect to forfeit none, 50% or 100% of each vesting tranche of his or her previously disclosed outstanding retention cash component awards granted in each of 2020, 2021 and 2022 under the Summit Midstream Partners, LP 2012 Long-Term Incentive Plan in exchange for phantom units to be granted under the Summit Midstream Partners, LP 2022 Long-Term Incentive Plan (the “Plan”). | smlp-20221129.htm |
| 2022-12-02 | 8-K | 2022-12-01 | 2.01 Completion of Acquisition or Disposition of Assets; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 7.01 Regulation FD Disclosure | 2.01 On December 1, 2022, Summit Midstream Holdings, LLC (“SMP Holdings”), a wholly owned subsidiary of Summit Midstream Partners, LP (NYSE: SMLP) (“Summit,” “SMLP” or the “Partnership”), completed the acquisition of Outrigger DJ Midstream LLC (“Outrigger DJ”) from Outrigger Energy II LLC, and each of Sterling Energy Investments LLC, Grasslands Energy Marketing LLC and Centennial Water Pipelines LLC (collectively, “Sterling DJ”) from Sterling Investment Holdings LLC, respectively, pursuant to definitive agreements, each dated October 14, 2022 (collectively, the “Transactions”). 2.03 In connection with the completion of the Transactions, SMP Holdings and Summit Midstream Finance Corp., a Delaware corporation (together with SMP Holdings, the “Co-Issuers”), called for redemption all of the $85 million aggregate principal amount of the issued and outstanding 8.500% Senior Secured Second Lien Notes due 2026 (the “Mirror Notes”) issued to certain purchasers pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to the temporary notes indenture, dated November 14, 2022, at a redemption price equal to 100% of the aggregate principal amount thereof. 7.01 On December 1, 2022, the Partnership issued a press release announcing the consummation of the Transactions, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference. | smlp-20221201.htm |
| 2022-11-15 | 8-K | 2022-11-14 | 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 | 1.01 Entry into a Material Definitive Agreement. 2.03 The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. | smlp-20221114.htm |
| 2022-11-04 | 8-K | 2022-11-03 | 2.02 Results of Operations and Financial Condition | 2.02 On November 3, 2022, Summit Midstream Partners, LP (the “Partnership,” “we” and “our”) issued a press release announcing its results of operations for the three months ended September 30, 2022. | smlp-20221103.htm |
| 2022-10-28 | 8-K | 2022-10-28 | 8.01 Other Events | 8.01 In connection with the previously announced agreements to acquire natural gas gathering and processing systems, a crude oil gathering system, freshwater rights, and a subsurface freshwater delivery system in the DJ Basin, on October 28, 2022, Summit Midstream Partners, LP, Summit Midstream Holdings, LLC and Summit Midstream Finance Corp. entered into a purchase agreement with certain investors for the purchase of $85,000,000 aggregate principal amount of 8.500% Senior Secured Second Lien Notes due 2026 at an issue price of 99.26% (the “Notes”). | smlp-20221028.htm |
| 2022-10-18 | 8-K | 2022-10-14 | 1.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure | 1.01 Entry into a Material Definitive Agreement. 7.01 On October 17, 2022, the Partnership issued a press release announcing the Outrigger DJ and Sterling DJ acquisitions, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference. | smlp-20221014.htm |
| 2022-09-23 | 8-K/A | 2022-09-19 | 9.01 Financial Statements and Exhibits | 9.01 This Amendment No. 1 on Form 8-K/A is being filed by Summit Midstream Partners, LP (including its subsidiaries, collectively “SMLP” or the “Partnership”) to amend its current report on Form 8-K filed with the Securities and Exchange Commission on September 20, 2022 (the “Original Report”), solely to provide the pro forma financial information required by Item 9.01 of Form 8-K. Except as otherwise provided herein, the disclosure made in the Original Report remains unchanged. | smlp-20220919.htm |
| 2022-09-20 | 8-K | 2022-09-19 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 7.01 Regulation FD Disclosure | 1.01 Entry into a Material Definitive Agreement. 2.01 On September 19, 2022, Summit Midstream Holdings, LLC (“SMP Holdings”), a wholly owned subsidiary of Summit Midstream Partners, LP (NYSE: SMLP) (“SMLP” or “the Partnership”), completed the sale of Bison Midstream, LLC (“Bison Midstream”) to a subsidiary of Steel Reef Infrastructure Corp. (“Steel Reef”) for cash consideration of $40.0 million, subject to customary transaction adjustments, pursuant to a Purchase Agreement, dated September 19, 2022, by and between SMP Holdings and Steel Reef US Corp. (the “Purchase Agreement”). 7.01 On September 19, 2022, the Partnership issued a press release announcing the disposition of Bison Midstream, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference. | smlp-20220919.htm |
| 2022-08-05 | 8-K | 2022-08-04 | 2.02 Results of Operations and Financial Condition | 2.02 On August 4, 2022, Summit Midstream Partners, LP (the “Partnership,” “we” and “our”) issued a press release announcing its results of operations for the three months ended June 30, 2022. | smlp-20220804.htm |
| 2022-07-01 | 8-K | 2022-06-30 | 2.01 Completion of Acquisition or Disposition of Assets; 7.01 Regulation FD Disclosure | 2.01 On June 30, 2022, Summit Midstream Holdings, LLC (“SMP Holdings”), a wholly owned subsidiary of Summit Midstream Partners, LP (the “Partnership”), completed the previously announced disposition to Longwood Gathering and Disposal Systems, LP (“Longwood”), a wholly owned subsidiary of Matador ͏Resources Company (“Matador”) (NYSE: MTDR), of all the equity interests in Summit Midstream Permian, LLC (“Summit Permian”), which owns the Lane Gathering and Processing System, for a cash sale price of $75.0 million. 7.01 On June 30, 2022, the Partnership issued a press release announcing the disposition of the Lane Gathering and ͏Processing System, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference. | smlp-20220630.htm |
| 2022-06-24 | 8-K | 2022-06-24 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.07 Submission of Matters to a Vote of Security Holders | 5.02 At the reconvened 2022 Annual Meeting of Limited Partners of Summit Midstream Partners, LP (“SMLP”) held on June 24, 2022 (the “Annual Meeting”), the limited partners of SMLP who are holders of record of SMLP’s outstanding common units (the “Voting Units”) at the close of business on the record date for the Annual Meeting (the “Unitholders”) approved the Summit Midstream Partners, LP 2022 Long-Term Incentive Plan (the “2022 LTIP”). 5.07 On June 24, 2022, SMLP reconvened the Annual Meeting, which was convened and adjourned on May 26, 2022. | d369559d8k.htm |
| 2022-06-10 | 8-K | 2022-06-09 | 1.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 7.01 On June 9, 2022, the Partnership issued a press release announcing the disposition of the Lane Gathering and Processing System, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference. 8.01 As previously disclosed in the Partnership’s Current Report on Form 10-Q for the quarter ended March 31, 2022, in order to attain its overall strategic objectives, SMLP may conduct an asset divestiture, or divestitures, at a transaction valuation that is less than the net book value of the divested asset. | smlp-20220609.htm |
| 2022-05-27 | 8-K | 2022-05-26 | 7.01 Regulation FD Disclosure; 8.01 Other Events | 7.01 On May 26, 2022, Summit Midstream Partners, LP (“SMLP”) issued a press release announcing the adjournment of its 2022 Annual Meeting of Limited Partners (the “Annual Meeting”) and the information for the reconvened Annual Meeting, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference. 8.01 On May 26, 2022, SMLP reconvened the Annual Meeting. | d320962d8k.htm |
| 2022-05-11 | 8-K | 2022-05-10 | 5.07 Submission of Matters to a Vote of Security Holders; 7.01 Regulation FD Disclosure; 8.01 Other Events | 5.07 On May 10, 2022, Summit Midstream Partners, LP (“SMLP”) convened its 2022 Annual Meeting of Limited Partners (the “Annual Meeting”). 7.01 On May 11, 2022, SMLP issued a press release announcing the convening and partial adjournment of the Annual Meeting and the information for the reconvened Annual Meeting, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference. 8.01 On May 10, 2022, SMLP convened the Annual Meeting, and a vote was held on Proposals 1, 3, 4 and 5 set forth in the Proxy Statement. | d323211d8k.htm |
| 2022-05-04 | 8-K | 2022-05-03 | 2.02 Results of Operations and Financial Condition | 2.02 On May 3, 2022, Summit Midstream Partners, LP (the “Partnership,” “we” and “our”) issued a press release announcing its results of operations for the three months ended March 31, 2022. | smlp-20220503.htm |
| 2022-03-01 | 8-K | 2022-02-28 | 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 | 5.02 On February 28, 2022, Rommel M. Oates was appointed to the board of directors (the “Board”) of Summit Midstream GP, LLC, the general partner (the “General Partner”) of Summit Midstream Partners, LP (“SMLP” or the “Partnership”), to be effective on February 28, 2022 and to serve as a Class III director on the Board until his successor is duly elected and qualified or until his earlier resignation, removal or death. 7.01 On February 28, 2022, SMLP issued a press release announcing the matters described in Item 5.02 of this report, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference. | smlp-20220228.htm |
| 2022-02-25 | 8-K | 2022-02-25 | 2.02 Results of Operations and Financial Condition | 2.02 On February 25, 2022, Summit Midstream Partners, LP (the “Partnership,” “we” and “our”) issued a press release announcing its results of operations for the three months and year ended December 31, 2021. | smlp-20220225.htm |
| 2022-02-08 | 8-K | 2022-02-07 | 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 | 5.02 On February 8, 2022, Summit Midstream Partners, LP (“SMLP”) announced that Marc D. Stratton, the Executive Vice President and Chief Financial Officer of Summit Midstream GP, LLC (the “General Partner”), the general partner of SMLP, will be stepping down as Chief Financial Officer of the General Partner and will be succeeded by William J. Mault, as described in more detail below. 7.01 On February 8, 2022, SMLP issued a press release announcing the matters described in Item 5.02 of this report, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference. | d276676d8k.htm |
| 2022-01-14 | 8-K | 2022-01-14 | 3.02 Unregistered Sales of Equity Securities; 7.01 Regulation FD Disclosure | 3.02 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”). 7.01 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. | d178801d8k.htm |
| 2022-01-13 | 8-K | 2022-01-13 | 7.01 Regulation FD Disclosure | 7.01 As previously announced, on December 14, 2021, 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 (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”), with each participating holder receiving 38 Common Units for each Series A Preferred Unit properly tendered (and not validly withdrawn). | d288590d8k.htm |
| 2022-01-07 | 8-K | 2022-01-07 | 5.08 Shareholder Director Nominations; 7.01 Regulation FD Disclosure; 8.01 Other Events | 5.08 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. 7.01 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. 8.01 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. | d242693d8k.htm |