Filing Details

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 9)*

 

 

Summit Midstream Partners, LP

(Name of Issuer)

Common Units

(Title of Class of Securities)

866142102

(CUSIP Number)

Chris Leininger

12680 High Bluff Drive

Suite 400

San Diego, California 92130

858-703-4400

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 15, 2019

(Date of Event Which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box.  ☐

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

 

 

 

*	The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

CUSIP No. 866142102		13D		Page 1 of 10 pages

 

1		Names of Reporting Persons     Energy Capital Partners II, LLC
2		Check the Appropriate Box if a Member of a Group   (a)  ☐        (b)  ☐
3		SEC Use Only
4		Source of Funds (See Instructions)     OO
5		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)     ☐
6		Citizenship or Place of Organization     Delaware

NUMBER OF SHARES   BENEFICIALLY   OWNED BY EACH REPORTING PERSON WITH				7		Sole Voting Power     0
				8		Shared Voting Power     51,234,693
				9		Sole Dispositive Power     0
				10		Shared Dispositive Power     51,234,693

11		Aggregate Amount Beneficially Owned by Each Reporting Person     51,234,693
12		Check if the Aggregate Amount in Row (11) Excludes Certain Shares     ☐
13		Percent of Class Represented by Amount in Row (11)     54.8%
14		Type of Reporting Person     OO (Delaware limited liability company)

CUSIP No. 866142102		13D		Page 2 of 10 pages

 

1		Names of Reporting Persons     SMLP Holdings, LLC
2		Check the Appropriate Box if a Member of a Group   (a)  ☐        (b)  ☐
3		SEC Use Only
4		Source of Funds (See Instructions)     OO
5		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)     ☐
6		Citizenship or Place of Organization     Delaware

NUMBER OF SHARES   BENEFICIALLY   OWNED BY EACH REPORTING PERSON WITH				7		Sole Voting Power     0
				8		Shared Voting Power     5,915,827
				9		Sole Dispositive Power     0
				10		Shared Dispositive Power     5,915,827

11		Aggregate Amount Beneficially Owned by Each Reporting Person     5,915,827
12		Check if the Aggregate Amount in Row (11) Excludes Certain Shares     ☐
13		Percent of Class Represented by Amount in Row (11)     6.3%
14		Type of Reporting Person     OO (Delaware limited liability company)

CUSIP No. 866142102		13D		Page 3 of 10 pages

 

1		Names of Reporting Persons     Summit Midstream Partners, LLC
2		Check the Appropriate Box if a Member of a Group   (a)  ☐        (b)  ☐
3		SEC Use Only
4		Source of Funds (See Instructions)     OO
5		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)     ☐
6		Citizenship or Place of Organization     Delaware

NUMBER OF SHARES   BENEFICIALLY   OWNED BY EACH REPORTING PERSON WITH				7		Sole Voting Power     0
				8		Shared Voting Power     45,318,866
				9		Sole Dispositive Power     0
				10		Shared Dispositive Power     45,318,866

11		Aggregate Amount Beneficially Owned by Each Reporting Person     45,318,866
12		Check if the Aggregate Amount in Row (11) Excludes Certain Shares     ☐
13		Percent of Class Represented by Amount in Row (11)     48.5%
14		Type of Reporting Person     OO (Delaware limited liability company)

CUSIP No. 866142102		13D		Page 4 of 10 pages

 

1		Names of Reporting Persons     Summit Midstream Partners Holdings, LLC
2		Check the Appropriate Box if a Member of a Group   (a)  ☐        (b)  ☐
3		SEC Use Only
4		Source of Funds (See Instructions)     OO
5		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)     ☐
6		Citizenship or Place of Organization     Delaware

NUMBER OF SHARES   BENEFICIALLY   OWNED BY EACH REPORTING PERSON WITH				7		Sole Voting Power     0
				8		Shared Voting Power     45,318,866
				9		Sole Dispositive Power     0
				10		Shared Dispositive Power     45,318,866

11		Aggregate Amount Beneficially Owned by Each Reporting Person     45,318,866
12		Check if the Aggregate Amount in Row (11) Excludes Certain Shares     ☐
13		Percent of Class Represented by Amount in Row (11)     48.5%
14		Type of Reporting Person     OO (Delaware limited liability company)

CUSIP No. 866142102		13D		Page 5 of 10 pages

 

Preliminary Note

This Amendment No. 9 to Schedule 13D (this Amendment No. 9) amends and supplements the Schedule 13D originally filed with the United States Securities and Exchange Commission (the Commission) by the Reporting Persons on February 1, 2016, as amended and restated by Amendment No. 8 to Schedule 13D filed with the Commission on April 4, 2019 (the Schedule 13D) relating to the Common Units of Summit Midstream Partners, LP (the Issuer). Capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D.

 

Item 3.

Source and Amount of Funds or Other Consideration.

Item 3 of the Schedule 13D is hereby amended and supplemented as follows:.

On November 7, 2019, the Issuer and SMPH entered into a second amendment (the Second Amendment) to that certain Contribution Agreement between SMPH and the Issuer dated February 25, 2016, as amended, pursuant to which the Issuer, on November 15, 2019, made a cash payment of $51.75 million and issued 10,714,285 Common Units to SMPH (the November 2019 Prepayment). In addition, the parties agreed to further reduce by $19.25 million the remaining portion of the consideration due to SMPH under the Contribution Agreement. Following the Second Amendment and the November 2019 Prepayment, the remaining portion of the consideration due to SMP Holdings is $180.75 million (the Remaining Consideration). The parties also agreed to extend the final date by which the Issuer is obligated to deliver the Remaining Consideration to January 15, 2022. The Remaining Consideration remains payable to SMPH in (i) cash, (ii) Common Units or (iii) a combination of cash and the Common Units, and interest continues to accrue (and is payable quarterly in cash) at a rate of 8% per annum on any portion of the Remaining Consideration that remains unpaid after March 31, 2020. The form(s) of Remaining Consideration to be delivered by the Issuer to SMPH continue to be determinable by the Issuer in its sole discretion. The terms of the Second Amendment were approved by the conflicts committee of the board of directors of the general partner of the Issuer, which consists entirely of independent directors.

 

Item 5.

Interest in Securities of the Issuer.

Item 5 of this Schedule 13D is hereby amended and restated in its entirety as follows:

(a) (b)

The following sets forth, as of the date of this Schedule 13D, the aggregate number of Common Units and percentage of Common Units beneficially owned by each of the Reporting Persons, as well as the number of Common Units as to which each Reporting Person has the sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition of, as of the date hereof, based on 93,493,473 Common Units outstanding at January 31, 2020 and gives effect to the Second Amendment issuance of 10,714,285 Common Units, as described above.

CUSIP No. 866142102		13D		Page 6 of 10 pages

 

Reporting Person		Amount beneficially owned				Percent of class				Sole power to vote or to direct the vote				Shared power to vote or to direct the vote				Sole power to dispose or to direct the disposition				Shared power to dispose or to direct the disposition
Energy Capital Partners II, LLC			51,234,693				54.8	%			0				51,234,693				0				51,234,693
Energy Capital Partners II, LP			51,234,693				54.8	%			0				51,234,693				0				51,234,693
Energy Capital Partners II-A, LP			51,234,693				54.8	%			0				51,234,693				0				51,234,693
Energy Capital Partners II-B, LP			51,234,693				54.8	%			0				51,234,693				0				51,234,693
Energy Capital Partners II-C (Summit IP), LP			51,234,693				54.8	%			0				51,234,693				0				51,234,693
Energy Capital Partners II (Summit Co-Invest), LP			45,318,866				48.5	%			0				45,318,866				0				45,318,866
SMLP Holdings, LLC			5,915,827				6.3	%			0				5,915,827				0				5,915,827
Summit Midstream Partners, LLC			45,318,866				48.5	%			0				45,318,866				0				45,318,866
Summit Midstream Partners Holdings, LLC			45,318,866				48.5	%			0				45,318,866				0				45,318,866

SMPH is the record holder of 45,318,866 Common Units and SMLP is the record holder of 5,915,827 Common Units.

ECP is the general partner of ECP GP, which is the general partner of each of the ECP Funds, which collectively hold more than a majority of the membership interests in Summit and are entitled to appoint all the directors of Summit. Summit is the sole member of SMPH. Accordingly, ECP, ECP GP and the ECP Funds may be deemed to indirectly beneficially own the 45,318,866 common units held by Summit and SMPH.

The ECP Funds, other than ECP Summit Co-Invest, also hold all of the membership interests in SMLP. Accordingly, ECP, ECP GP and the ECP Funds, other than ECP Summit Co-Invest, may be deemed to indirectly beneficially own all of the Common Units held by SMLP.

 

(c)	Except as set forth above, during the past 60 days none of the Reporting Persons or the Related Persons has effected any transactions in the Common Units.

 

(d)

None.

 

(e)	Not applicable.

CUSIP No. 866142102		13D		Page 7 of 10 pages

 

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 of the Schedule 13D is hereby amended and supplemented as follows:

Item 3 above summarizes certain provisions of the Second Amendment. A copy of this agreement is attached as an exhibit to this Schedule 13D, and is incorporated herein by reference.

 

Item 7.

Materials to be Filed as Exhibits

Item 7 is hereby amended and supplemented by adding to the Exhibits as follows:

 

Exhibit Number		Description
3		Amendment No. 2 to Contribution Agreement between Summit Midstream Partners Holdings, LLC and Summit Midstream Partners, LP dated November 7, 2019 (incorporated by reference to Exhibit 10.1 to the Issuers Current Report on Form 8-K filed on November 8, 2019).

CUSIP No. 866142102		13D		Page 8 of 10 pages

 

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 7, 2020

 

CUSIP No. 866142102		13D		Page 9 of 10 pages

 

CUSIP No. 866142102		13D		Page 10 of 10 pages