Summit Midstream Partners, LP (NYSE:SMLP) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
Equity Distribution Agreement
On February27, 2017, Summit Midstream Partners, LP (the
Partnership), Summit Midstream GP, LLC, the Partnerships general
partner (the General Partner), and Summit Midstream Holdings,
LLC, a wholly owned subsidiary of the Partnership (the Operating
Company), entered into an equity distribution agreement (the
Distribution Agreement) with Citigroup Global Markets Inc.,
Deutsche Bank Securities Inc. and RBC Capital Markets, LLC (each,
a Manager and, collectively, the Managers), under which the
Partnership may offer and sell up to $150 million in aggregate
gross sales proceeds of common units representing limited partner
interests in the Partnership (the Offered Units) from time to
time through the Managers, each as a sales agent for the
Partnership.
The Partnership originally established the equity distribution
program on June 12, 2015 when it entered into the original equity
distribution agreement with the Managers. Prior to entering into
the Distribution Agreement, the Partnership had not sold any of
the common units registered to the original equity distribution
agreement. As a result, the Offered Units include all of the
original common units registered to the original equity
distribution agreement.
Sales of the Offered Units, if any, made under the Distribution
Agreement will be made by means of ordinary brokers transactions
on the New York Stock Exchange at market prices, in block
transactions, or as otherwise agreed upon by the Partnership and
any Manager. The Offered Units have been registered under the
Securities Act of 1933, as amended (the Securities Act), to a
Registration Statement onFormS-3(Registration No.333-213950) of
the Partnership, declared effective as of November22, 2016,
including theprospectuscontained therein, as supplemented by
theProspectus Supplementfiled with the Securities and Exchange
Commission to Rule424(b)of the Securities Act on February27,
2017. The Partnership intends to use the net proceeds from the
sale of the Offered Units for general partnership purposes,
including the repayment of debt, acquisitions and funding capital
expenditures.
The Distribution Agreement contains customary representations,
warranties and agreements by the Partnership, including
obligations of the Partnership to indemnify the Managers for
certain liabilities under the Securities Act. The foregoing
description of the Distribution Agreement does not purport to be
complete and is qualified in its entirety by reference to the
full text of the Distribution Agreement, which is filed as
Exhibit1.1 to this Current Report on Form8-K.
The Managers and certain of their affiliates have engaged, and
may in the future engage, in commercial and investment banking
transactions with the Partnership in the ordinary course of their
business for which they have received, and expect to receive,
customary compensation and expense reimbursement. In particular,
affiliates of each of the Managers are lenders under the
Operating Companys revolving credit facility. If the Partnership
uses any net proceeds of this offering to repay borrowings under
the revolving credit facility, such affiliates of the Managers
will receive proceeds of the offering.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits.
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Exhibit |
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Number |
Description |
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1.1 |
Equity Distribution Agreement, dated February27, 2017, |
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5.1 |
Opinion of Latham Watkins LLP. |
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8.1 |
Opinion of Latham Watkins LLP relating to tax matters. |
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23.1 |
Consent of Latham Watkins LLP (included in Exhibit5.1). |
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23.2 |
Consent of Latham Watkins LLP (included in Exhibit8.1). |
About Summit Midstream Partners, LP (NYSE:SMLP)
Summit Midstream Partners, LP is a limited partnership focused on developing, owning and operating midstream energy infrastructure assets. The Company’s segments include the Marcellus Shale, which is served by Mountaineer Midstream; the Williston Basin, which is served by Bison Midstream; the Barnett Shale, which is served by DFW Midstream; the Piceance Basin, which is served by Grand River, and Corporate. It provides natural gas gathering, treating and processing services pursuant to long-term and natural gas gathering and processing agreements. The Company operates in approximately four resource basins, including the Appalachian Basin, the Williston Basin, the Fort Worth Basin and the Piceance Basin. Its midstream assets gathering systems include Mountaineer Midstream in northern West Virginia; Bison Midstream in northwestern North Dakota; Polar and Divide in northwestern North Dakota; DFW Midstream in north-central Texas, and Grand River in western Colorado and eastern Utah. Summit Midstream Partners, LP (NYSE:SMLP) Recent Trading Information
Summit Midstream Partners, LP (NYSE:SMLP) closed its last trading session up +0.35 at 23.20 with 344,875 shares trading hands.