HOUSTON, July 31,
2024 /PRNewswire/ -- Summit Midstream Partners, LP
(NYSE: SMLP) (the "Partnership" or "SMLP"), announced today that it
will complete the previously announced conversion (the "Corporate
Reorganization") from a master limited partnership to a
C-corporation on Thursday, August 1,
2024. Pursuant to the Corporate Reorganization, the
unitholders of the Partnership will become shareholders of Summit
Midstream Corporation ("New Summit"). The Common Stock will
commence trading on the New York Stock Exchange on Thursday, August 1, 2024 under the ticker symbol
"SMC." As previously announced, unitholders approved the Corporate
Reorganization, along with all other proposals presented, at the
Partnership's Special Meeting of Unitholders held on July 18,
2024.
The 10,648,685 common units representing limited partner
interests in the Partnership ("Common Units") that were outstanding
immediately before the Corporate Reorganization will each be
exchanged for one share of common stock, par
value $0.01 per share, of New Summit ("Common Stock"),
pursuant to the terms of the Corporate Reorganization.
Additionally, 65,508 9.50% Series A Fixed-to-Floating Rate
Cumulative Redeemable Perpetual Preferred Units representing
limited partner interests in the Partnership that were outstanding
immediately before the Corporate Reorganization will each be
exchanged for one share of Series A Floating Rate Cumulative
Redeemable Perpetual Preferred Stock, par value $0.01 per share ("Series A Preferred Stock"),
pursuant to the terms of the Corporate Reorganization. New Summit
does not intend to apply for the listing of the Series A
Preferred Stock on any securities exchange.
About Summit Midstream Partners, LP
SMLP is a value-driven limited partnership focused on
developing, owning and operating midstream energy infrastructure
assets that are strategically located in the core producing areas
of unconventional resource basins, primarily shale formations, in
the continental United States. SMLP provides natural gas,
crude oil and produced water gathering, processing and
transportation services pursuant to primarily long-term, fee-based
agreements with customers and counterparties in four unconventional
resource basins: (i) the Williston Basin, which includes
the Bakken and Three Forks shale formations in North Dakota;
(ii) the Denver-Julesburg Basin, which includes
the Niobrara and Codell shale formations
in Colorado and Wyoming; (iii) the Fort
Worth Basin, which includes the Barnett Shale formation
in Texas; and (iv) the Piceance Basin, which
includes the Mesaverde formation as well as
the Mancos and Niobrara shale formations
in Colorado. SMLP has an equity method investment
in Double E Pipeline, LLC, which provides interstate natural
gas transportation service from multiple receipt points in
the Delaware Basin to various delivery points in and
around the Waha Hub in Texas. SMLP is headquartered
in Houston, Texas.
Forward-Looking Statements
This communication contains forward-looking statements that are
subject to a number of risks and uncertainties, many of which are
beyond the control of the Partnership and New Summit, which may
include statements about:
- the occurrence of any event, change or other circumstances that
could give rise to the termination of the Agreement and Plan of
Merger (the "Merger Agreement");
- the risk that the failure to consummate the Corporate
Reorganization will disrupt ongoing or future strategic
alternatives, including a Potential Transaction (as defined in the
proxy statement/prospectus (the "Proxy Statement/Prospectus") filed
with the U.S. Securities and Exchange Commission (the "SEC"));
- the outcome of any legal proceedings that may be instituted
against the Partnership or New Summit and others relating to the
Merger Agreement;
- the effect of the announcement of the Corporate Reorganization
on the Partnership's customer relationships, operating results and
business generally;
- the risks that the proposed Corporate Reorganization disrupts
current plans and operations;
- the amount of the costs, fees, expenses and charges related to
the Corporate Reorganization;
- the failure to satisfy the conditions to the consummation of
the Corporate Reorganization;
- the failure to realize a lower long-term cost of capital and
other anticipated benefits of the proposed Corporate
Reorganization;
- the Partnership and New Summit's ability to access the debt and
equity markets, which will depend on general market conditions and
the credit ratings for debt obligations;
- fluctuations in natural gas, natural gas liquids ("NGLs") and
crude oil prices, including as a result of political or economic
measures taken by various countries or the Organization of the
Petroleum Exporting Countries;
- the extent and success of the Partnership's and New Summit's
customers' drilling and completion efforts, as well as the quantity
of natural gas, crude oil, freshwater deliveries, and produced
water volumes produced within proximity of the Partnership's and
New Summit's assets;
- failure or delays by the Partnership's and New Summit's
customers in achieving expected production in their natural gas,
crude oil and produced water projects;
- competitive conditions in the Partnership's and New Summit's
industry and their impact on the Partnership's and New Summit's
ability to connect hydrocarbon supplies to the Partnership's and
New Summit's gathering and processing assets or systems;
- actions or inactions taken or nonperformance by third parties,
including suppliers, contractors, operators, processors,
transporters and customers, including the inability or failure of
the Partnership's and New Summit's shipper customers to meet their
financial obligations under the Partnership's and New Summit's
gathering agreements and the Partnership's and New Summit's ability
to enforce the terms and conditions of certain of the Partnership's
and New Summit's gathering agreements in the event of a bankruptcy
of one or more of the Partnership's and New Summit's
customers;
- the Partnership's and New Summit's ability to divest of certain
of the Partnership's and New Summit's assets to third parties on
attractive terms, which is subject to a number of factors,
including prevailing conditions and outlook in the natural gas, NGL
and crude oil industries and markets;
- the ability to attract and retain key management
personnel;
- commercial bank and capital market conditions and the potential
impact of changes or disruptions in the credit and/or capital
markets;
- changes in the availability and cost of capital and the results
of the Partnership's and New Summit's financing efforts, including
availability of funds in the credit and/or capital markets;
- restrictions placed on the Partnership and New Summit by the
agreements governing the Partnership's and New Summit's debt and
preferred equity instruments;
- the availability, terms and cost of downstream transportation
and processing services;
- natural disasters, accidents, weather-related delays, casualty
losses and other matters beyond the Partnership's and New Summit's
control;
- the current and potential future impact of the COVID-19
pandemic or other pandemics on the Partnership's and New Summit's
business, results of operations, financial position or cash
flows;
- operational risks and hazards inherent in the gathering,
compression, treating and/or processing of natural gas, crude oil
and produced water;
- the Partnership's and New Summit's ability to comply with the
terms of the agreements comprising the Global Settlement (as
defined in the Proxy Statement/Prospectus);
- weather conditions and terrain in certain areas in which the
Partnership and New Summit operate;
- physical and financial risks associated with climate
change;
- any other issues that can result in deficiencies in the design,
installation or operation of the Partnership's and New Summit's
gathering, compression, treating, processing and freshwater
facilities;
- timely receipt of necessary government approvals and permits,
the Partnership's and New Summit's ability to control the costs of
construction, including costs of materials, labor and rights-of-way
and other factors that may impact the Partnership's and New
Summit's ability to complete projects within budget and on
schedule;
- the Partnership's and New Summit's ability to finance the
Partnership's and New Summit's obligations related to capital
expenditures, including through opportunistic asset divestitures or
joint ventures and the impact any such divestitures or joint
ventures could have on the Partnership's and New Summit's
results;
- the effects of existing and future laws and governmental
regulations, including environmental, safety and climate change
requirements and federal, state and local restrictions or
requirements applicable to oil and/or gas drilling, production or
transportation;
- the effects of litigation;
- interest rates;
- changes in general economic conditions; and
- other factors and uncertainties discussed in Proxy
Statement/Prospectus and the Partnership's filings with the SEC,
including the Partnership's Annual Report on Form 10-K for the year
ended December 31, 2023, the
Partnership's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2024, and Exhibit 99.1 to
the Partnership's Current Report on Form 8-K filed with the SEC on
June 3, 2024.
All of these types of statements, other than statements of
historical fact included in this communication, are forward-looking
statements. In some cases, you can identify forward-looking
statements by terminology such as "may," "could," "should,"
"expect," "plan," "project," "intend," "anticipate," "believe,"
"estimate," "predict," "potential," "pursue," "target," "continue,"
the negative of such terms or other comparable terminology.
The forward-looking statements contained in the Proxy
Statement/Prospectus are largely based on the Partnership's
expectations, which reflect estimates and assumptions made by the
Partnership's management. These estimates and assumptions reflect
the Partnership's best judgment based on currently known market
conditions and other factors. Although the Partnership believes
such estimates and assumptions to be reasonable, they are
inherently uncertain and involve a number of risks and
uncertainties that are beyond the Partnership's control. In
addition, management's assumptions about future events may prove to
be inaccurate. All readers are cautioned that the forward-looking
statements contained in the Proxy Statement/Prospectus are not
guarantees of future performance, and the Partnership's
expectations may not be realized or the forward-looking events and
circumstances may not occur. Actual results may differ materially
from those anticipated or implied in the forward-looking statements
due to factors described in the section of the Proxy
Statement/Prospectus entitled "Risk Factors." The forward-looking
statements in the Proxy Statement/Prospectus speak only as of the
date of such document; we disclaim any obligation to update such
statements unless required by securities law, and we caution you
not to unduly rely on them.
Additional Information and Where to Find It
This communication relates to the proposed Corporate
Reorganization of the Partnership. This communication may be deemed
to be solicitation material in respect of the proposed Corporate
Reorganization. The proposed Corporate Reorganization has been
submitted to the Partnership's common unitholders for their
consideration. In connection with the proposed Corporate
Reorganization, New Summit has filed with the SEC a Form S-4
containing the Proxy Statement/Prospectus to be distributed to the
Partnership's common unitholders in connection with the
Partnership's solicitation of proxies for the vote of the
Partnership's common unitholders in connection with the proposed
Corporate Reorganization and other matters as described in such
Proxy Statement/Prospectus. The Proxy Statement/Prospectus also
serves as the prospectus relating to the offer of the securities to
be issued to the Partnership's common unitholders in connection
with the completion of the proposed Corporate Reorganization. The
Partnership and New Summit may file other relevant documents with
the SEC regarding the proposed Corporate Reorganization. The
definitive Proxy Statement/Prospectus has been mailed to the
Partnership's common unitholders. BEFORE MAKING ANY INVESTMENT
DECISION WITH RESPECT TO THE PROPOSED CORPORATE REORGANIZATION,
INVESTORS AND COMMON UNITHOLDERS AND OTHER INTERESTED PERSONS ARE
URGED TO READ THE DEFINITIVE PROXY STATEMENT/PROSPECTUS REGARDING
THE PROPOSED CORPORATE REORGANIZATION (INCLUDING ANY AMENDMENTS OR
SUPPLEMENTS THERETO) AND OTHER RELEVANT MATERIALS CAREFULLY AND IN
THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED CORPORATE REORGANIZATION.
The Proxy Statement/Prospectus, any amendments or supplements
thereto and other relevant materials, and any other documents filed
by the Partnership or New Summit with the SEC, may be obtained as
such documents are filed with the SEC free of charge at the SEC's
website at www.sec.gov or by directing a written request to the
Partnership at 910 Louisiana Street, Suite 4200, Houston, Texas 77002.
No Offer or Solicitation
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities, or a solicitation
of any vote or approval, nor shall there be any sale of securities
in any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended.
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SOURCE Summit Midstream Partners, LP
