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.
- 2024-08-09: Form 8-K; Period of report 2024-08-08; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
- 2024-08-01: Form 8-K; Period of report 2024-08-01; Description 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; Details 2.01.
- 2024-07-29: Form 8-K; Period of report 2024-07-26; Description 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 8.01 Other Events; Details 1.01.
- 2024-07-19: Form 8-K; Period of report 2024-07-18; Description 5.07 Submission of Matters to a Vote of Security Holders; Details 5.07.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2024-08-09 | 8-K | 2024-08-08 | 2.02 Results of Operations and Financial Condition | 2.02 On August 8, 2024, Summit Midstream Corporation (NYSE: SMC), a Delaware corporation (“SMC”), issued a press release announcing the results of operations of Summit Midstream Partners, LP, a Delaware limited partnership and a wholly-owned subsidiary of SMC, for the three months ended June 30, 2024. | smlp-20240808.htm |
| 2024-08-01 | 8-K | 2024-08-01 | 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 2.01 On August 1, 2024, Summit Midstream Partners, LP (the “Partnership”), completed the previously announced transactions contemplated by the Agreement and Plan of Merger (the “Merger Agreement”), by and among the Partnership, Summit Midstream Corporation, a Delaware corporation (the “Corporation”), Summit SMC NewCo, LLC (“Merger Sub”), a wholly-owned subsidiary of the Corporation, and Summit Midstream GP, LLC, the general partner of the Partnership (the “General Partner”), pursuant to which Merger Sub merged with and into the Partnership (the “Merger”), with the Partnership continuing as the surviving entity and a wholly-owned subsidiary of the Corporation (the “Corporate Reorganization”), with each common unit representing limited partner interests in the Partnership (the “Common Units”) being automatically converted into the right to receive one share of the Corporation’s common stock, par value $0.01 (“Common Stock”). 3.01 In connection with the consummation of the Corporate Reorganization, the New York Stock Exchange (“NYSE”) was notified that all outstanding Partnership Equity was converted pursuant to the Merger Agreement into the right to receive the merger consideration, subject to the terms and conditions of the Merger Agreement. 3.03 Pursuant to the terms of the Merger Agreement, at the Effective Time, (i) each of the Partnership’s Common Units was automatically converted into the right to receive one share of the Common Stock and (ii) each of the Partnership’s Series A Preferred Units was automatically converted into the right to receive one share of the Corporation’s Series A Preferred Stock. 5.01 The information set forth in Item 2.01 is incorporated herein by reference. 5.03 In connection with the consummation of the Corporate Reorganization, the Fourth Amended and Restated Agreement of Limited Partnership of the Partnership (the “LPA”) was amended (the “LPA Amendment”) and the Second Amended and Restated Limited Liability Company Agreement of the General Partner (the “GP LLC Agreement”) was amended (the “GP LLCA Amendment”). | ea0210342-8k_summit.htm |
| 2024-07-29 | 8-K | 2024-07-26 | 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 1.02 On July 17, 2024, the Issuer and Finance Corp. delivered a notice of redemption, conditioned upon the consummation of the offering of the New Notes, to the holders of the 2025 Notes to redeem all of the outstanding 2025 Notes at a redemption price of 100.000% of the principal amount thereof, plus accrued and unpaid interest to, but excluding, August 16, 2024 (the “2025 Notes Redemption Date”), in accordance with the indenture governing the 2025 Notes (the “2025 Notes Indenture”). 2.03 The information required by Item 2.03 relating to the New Notes, the Indenture and the New ABL Agreement is contained in Item 1.01 of this Current Report on Form 8-K above and is incorporated into this Item 2.03 by reference. 8.01 On July 23, 2024, the Partnership issued a press release announcing the results of the Issuer’s and Finance Corp.’s cash tender offer (the “2026 Secured Notes Tender Offer”) to purchase any and all of the 2026 Secured Notes. | ea0210085-8k_summit.htm |
| 2024-07-19 | 8-K | 2024-07-18 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On July 18, 2024, Summit Midstream Partners, LP (the “Partnership” or “SMLP”) held a special meeting of its unitholders (the “Special Meeting”) in connection with the proposed corporate reorganization of SMLP to convert from a master limited partnership to a C corporation (the “Corporate Reorganization”), as disclosed in the proxy statement/prospectus filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 14, 2024 (the “Proxy Statement/Prospectus”). | ea0209647-8k425_summit.htm |
| 2024-07-17 | 8-K | 2024-07-17 | 8.01 Other Events | 8.01 On July 17, 2024, Summit Midstream Partners, LP, a Delaware limited partnership (the “Partnership”), issued a press release announcing that Summit Midstream Holdings, LLC, which is a subsidiary of the Partnership, has priced an upsized offering of $575.0 million in aggregate principal amount of new 8.625% Senior Secured Second Lien Notes due 2029. | ea0209574-8k_summit.htm |
| 2024-07-17 | 8-K | 2024-07-17 | 7.01 Regulation FD Disclosure; 8.01 Other Events | 7.01 On July 17, 2024, Summit Midstream Partners, LP, a Delaware limited partnership (the “Partnership”), issued a press release announcing that Summit Midstream Holdings, LLC (“Holdings”) and Summit Midstream Finance Corp. (together with Holdings, the “Issuers”), which are subsidiaries of the Partnership, commenced a tender offer for any and all of the Issuers’ outstanding 8.500% Senior Secured Second Lien Notes due 2026. 8.01 On July 17, 2024, the Partnership issued a press release announcing that, subject to market and other conditions, Holdings intends to offer for sale $500.0 million in aggregate principal amount of new senior secured second lien notes due 2029 in a private offering to eligible purchasers that is exempt from registration under the Securities Act. | ea0209536-8k_summit.htm |
| 2024-06-24 | 8-K | 2024-06-24 | 1.02 Termination of a Material Definitive Agreement | 1.02 As previously reported, on June 7, 2024, Summit Midstream Holdings, LLC and Summit Midstream Finance Corp. (collectively, the “Issuers”), which are subsidiaries of Summit Midstream Partners, LP (NYSE: SMLP), a Delaware limited partnership, delivered a redemption notice with respect to all $209.5 million of their outstanding 12.00% Senior Notes due 2026 (the “2026 Notes”). | smlp-20240624.htm |
| 2024-06-17 | 8-K | 2024-06-17 | 7.01 Regulation FD Disclosure | 7.01 On June 17, 2024, Summit Midstream Partners, LP (NYSE: SMLP), a Delaware limited partnership (the “Partnership”), issued a press release relating to the proposed corporate reorganization of the Partnership from a master limited partnership to a C corporation (the “Corporate Reorganization”). | ea0207946-8k425_summit.htm |
| 2024-06-07 | 8-K | 2024-06-07 | 8.01 Other Events | 8.01 On June 7, 2024, Summit Midstream Holdings, LLC and Summit Midstream Finance Corp., which are subsidiaries of Summit Midstream Partners, LP (NYSE: SMLP), a Delaware limited partnership, delivered a redemption notice with respect to all $209.5 million of their outstanding 12.00% Senior Notes due 2026 (the “2026 Notes”). | smlp-20240607.htm |
| 2024-06-07 | 8-K | 2024-06-06 | 7.01 Regulation FD Disclosure | 7.01 On June 6, 2024, Summit Midstream Partners, LP, a Delaware limited partnership (the “Partnership”), issued a press release announcing the expiration and results of the previously announced cash tender offer (the “Asset Sale Offer”) of Summit Midstream Holdings, LLC (“Holdings”) and Summit Midstream Finance Corp. (together with Holdings, the “Issuers”), which are subsidiaries of the Partnership, to purchase up to $215,000,000 aggregate principal amount of their outstanding 8.500% Senior Secured Second Lien Notes due 2026 (the “Notes”) at a purchase price of 100% of the aggregate principal amount thereof, plus accrued and unpaid interest to, but not including, the purchase date. | smlp-20240606.htm |
| 2024-06-03 | 8-K | 2024-05-31 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 8.01 The Common Stock and Series A Preferred Stock to be issued by New Summit in connection with the Corporate Reorganization will be issued pursuant to the registration statement on Form S-4 initially filed with the Securities and Exchange Commission (the “SEC”) by New Summit on May 31, 2024 (the “Registration Statement”). | ea0207226-8k425_summit.htm |
| 2024-05-22 | 8-K | 2024-05-16 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 Effective as of May 16, 2024, the Board of Directors (the “Board”) of Summit Midstream GP, LLC, a Delaware limited liability company (the “General Partner”), the general partner of Summit Midstream Partners, LP, a Delaware limited partnership (the “Partnership”), approved and adopted the First Amendment (the “Amendment”) to the Summit Midstream Partners, LP 2022 Long-Term Incentive Plan (the “Plan”). | smlp-20240516.htm |
| 2024-05-10 | 8-K | 2024-05-09 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On May 09, 2024, Summit Midstream Partners, LP (“SMLP”) convened its 2024 Annual Meeting of Limited Partners (the “Annual Meeting”). | smlp-20240509.htm |
| 2024-05-07 | 8-K | 2024-05-07 | 7.01 Regulation FD Disclosure | 7.01 On May 7, 2024, Summit Midstream Partners, LP, a Delaware limited partnership (the “Partnership”), issued a press release announcing that Summit Midstream Holdings, LLC (“Holdings”) and Summit Midstream Finance Corp. (together with Holdings, the “Issuers”), which are subsidiaries of the Partnership, have commenced a cash tender offer (the “Asset Sale Offer”) to purchase up to $215,000,000 aggregate principal amount of their outstanding 8.500% Senior Secured Second Lien Notes due 2026 at a purchase price of 100% of the aggregate principal amount thereof, plus accrued and unpaid interest to, but not including, the purchase date. | smlp-20240507.htm |
| 2024-05-02 | 8-K | 2024-05-02 | 2.02 Results of Operations and Financial Condition | 2.02 On May 2, 2024, 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, 2024. | smlp-20240502.htm |
| 2024-03-28 | 8-K/A | 2024-03-22 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 2.01 The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. 8.01 On March 22, 2024, the Partnership issued a press release announcing the completion of the Transaction and the plan to seek approval from the Partnership’s unitholders to convert to a C-corporation at a Special Meeting later this year. | smlp-20240322.htm |
| 2024-03-27 | 8-K | 2024-03-27 | 7.01 Regulation FD Disclosure | 7.01 On March 27, 2024, Summit Midstream Partners, LP, a Delaware limited partnership (the “Partnership”), issued a press release announcing that Summit Midstream Holdings, LLC (“Holdings”) and Summit Midstream Finance Corp. (together with Holdings, the “Issuers”), which are subsidiaries of the Partnership, have commenced a cash tender offer (the “Excess Cash Flow Offer”) to purchase up to $19,331,000 aggregate principal amount of their outstanding 8.500% Senior Secured Second Lien Notes due 2026 at a purchase price of 100% of the aggregate principal amount thereof, plus accrued and unpaid interest to, but not including, the purchase date. | smlp-20240327.htm |
| 2024-03-22 | 8-K | 2024-03-22 | 2.01 Completion of Acquisition or Disposition of Assets; 8.01 Other Events | 2.01 The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. 8.01 On March 22, 2024, the Partnership issued a press release announcing the completion of the Transaction and the plan to seek approval from the Partnership’s unitholders to convert to a C-corporation at a Special Meeting later this year. | smlp-20240322.htm |
| 2024-03-15 | 8-K | 2024-03-15 | 2.02 Results of Operations and Financial Condition | 2.02 On March 15, 2024, 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, 2023. | smlp-20240315.htm |