UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT ~~PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~

~~Date~~Pursuant ofto ~~Report~~Section 13 OR 15(~~Date~~d) of ~~earliest~~The ~~event reported):~~Securities ~~July~~Exchange ~~18,~~Act ~~2024~~of 1934

Date of Report (Date of earliest event reported): July 26, 2024

Summit Midstream Partners, LP

(Exact name of registrant as specified in its charter)

Delaware	001-35666	45-5200503
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification No.)

910 Louisiana Street, Suite 4200

Houston, TX 77002 ~~(Address of principal executive office) (Zip Code)~~

(~~Registrant’s~~Address ~~telephone~~of ~~number,~~principal ~~including~~executive ~~area code~~office): (~~832)~~Zip ~~413-4770~~Code)

(Registrants’ telephone number, including area code): (832) 413-4770

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Securities Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Units		SMLP		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 51.0701 ~~Submission~~Entry ofinto ~~Matters to~~ a ~~Vote~~Material ofDefinitive ~~Security Holders~~Agreement.

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”). As of the close of business on June 7, 2024, the record date for the Special Meeting, there were 10,648,686 common units representing limited partnership interests in SMLP (the “Common Units”) outstanding. A total of 8,334,123 Common Units, or approximately 78.26% of the voting power of the Common Units entitled to vote at the Special Meeting, were represented in person or by proxy at the Special Meeting, which constituted a quorum to conduct business.Indenture

AOn ~~summary~~July 26, 2024, Summit Midstream Partners, LP, a Delaware limited partnership (the “Partnership”), Summit Midstream Holdings, LLC, a Delaware limited liability company and a wholly owned subsidiary of the ~~matters~~Partnership ~~voted~~(“Summit ~~upon~~Holdings” ator the ~~Special~~“Issuer”), ~~Meeting~~certain of the Issuer’s subsidiaries (the “Subsidiary Guarantors” and, together with the Partnership, the “Guarantors”) and Regions Bank, ~~voting~~as ~~results~~trustee ~~for~~and ~~each~~as ~~such~~collateral ~~matter~~agent, ~~are~~entered ~~presented~~into ~~below.~~an ~~The~~indenture ~~proposals~~(the ~~related~~“Indenture”), pursuant to ~~each~~which ~~such~~the ~~matter~~Issuer issued $575,000,000 in aggregate principal amount of the Issuer’s 8.625% Senior Secured Second Lien Notes due 2029 (the “New Notes”). The New Notes are ~~described~~guaranteed inon ~~greater~~a ~~detail~~senior insecond-priority basis by the Partnership and certain of the Partnership’s existing and future subsidiaries and will initially be secured on a second-priority basis by substantially the ~~Proxy~~same ~~Statement/Prospectus~~collateral that is pledged for the benefit of the Issuer’s lenders under the Amended and Restated ABL Facility (as defined below).

~~Proposal~~The ~~1—Approval~~Issuer has used, or intends to use, the net proceeds from the sale of the ~~Merger~~New ~~Proposal~~Notes, together with cash on hand and borrowings under the Amended and Restated ABL Facility (i) to repurchase or redeem all of the 8.500% Senior Secured Second Lien Notes due 2026 (the “2026 Secured Notes”) and 5.75% Senior Notes due 2025 (the “2025 Notes”) issued by the Issuer and Summit Midstream Finance Corp., a Delaware corporation and a wholly owned subsidiary of the Issuer (“Finance Corp.”), (ii) to pay accrued and unpaid interest on the 2026 Secured Notes and the 2025 Notes and (iii) for general partnership purposes, including to pay fees and expenses associated with the offering of the New Notes and the 2026 Secured Notes Tender Offer (as defined below).

ToInterest ~~approve the Agreement~~ and ~~Plan~~Maturity of Merger, dated as of May 31, 2024, by and among Summit Midstream Corporation (“New Summit”), Summit SMC NewCo, LLC (“Merger Sub”), a wholly-owned subsidiary of New Summit, the Partnership and Summit Midstream GP, LLC, the general partner of the Partnership, pursuant to which Merger Sub will be merged with and into the Partnership, with the Partnership continuing as the surviving entity and a wholly-owned subsidiary of New Summit (the “Merger Proposal”).

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
7,356,420		972,411		5,292		0

The New Notes will mature on October 31, 2029, and interest on the New Notes is payable semi-annually in arrears on each February 15 and August 15, commencing February 15, 2025, to holders of record on the February 1 and August 1 immediately preceding the related interest payment date, at a rate of 8.625% per annum.

~~Proposal~~Optional ~~2—Approval~~Redemption ~~of the Advisory Governing Documents Proposals~~

~~Proposal~~At ~~2(A)~~any –time Toprior ~~approve~~to July 31, on2026, anthe ~~advisory~~Issuer may, ~~non-binding basis~~from time to time, redeem up to 40% of the aggregate principal amount of the New Notes at a ~~proposal~~redemption toprice ~~require~~of ~~that~~108.625% of the principal amount of the New Notes redeemed, plus accrued and unpaid interest, if any, ~~action~~to, ~~required~~but excluding, the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on an interest payment date that is on or ~~permitted~~prior to bethe ~~taken~~redemption date), in an amount not greater than the net cash proceeds of one or more equity offerings by the ~~stockholders~~Partnership, provided that the redemption occurs within 180 days of the date of the closing of each such equity offering and at least 60% of the aggregate principal amount of the New ~~Summit~~Notes ~~must~~issued under bethe ~~taken~~Indenture remains outstanding immediately after the occurrence of such redemption (unless all New Notes are redeemed substantially concurrently). In addition, prior to July 31, 2026, the Issuer may redeem the New Notes, in whole at any time or in part from time to time, at a ~~duly~~redemption price equal to the sum of (i) the principal amount thereof, plus (ii) the Make Whole Premium (as defined ~~called~~in ~~annual~~the orIndenture) ~~special~~at ~~meeting~~the redemption date, plus accrued and unpaid interest, if any, to, but excluding, the redemption date (subject to the right of ~~stockholders~~holders of ~~New~~record ~~Summit~~on ~~and~~the relevant record date to receive interest due on an Interest Payment Date (as defined in the Indenture) that is on or prior to the redemption date). On or after July 31, 2026, the Issuer may ~~not~~redeem bethe ~~taken~~New byNotes, in whole at any ~~consent~~time or in part ~~writing~~from bytime ~~such~~to ~~stockholders.~~time, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the New Notes redeemed to, but excluding, the applicable redemption date (subject to the right of holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date), if redeemed during the periods indicated below:

FOR	AGAINST		ABSTAIN	BROKER NON-VOTES
YEAR	REDEMPTION PRICE
4,481,927	3,479,401		12,795	0
July 31, 2026 to July 30, 2027		104.313	%
July 31, 2027 to July 30, 2028		102.156	%
July 31, 2028 and thereafter		100.000	%

Proposal 2(B) – To approve, on an advisory, non-binding basis, a proposal to provide that special meetings of stockholders of New Summit may be called only by or at the direction of the board of directors (the “New Summit Board”), the Chairman thereof or the Chief Executive Officer of New Summit.1

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
4,762,712		3,560,862		10,549		0

Change of Control

~~Proposal~~If ~~2(C)~~a –Change Toof ~~approve,~~Control onTriggering anEvent ~~advisory,~~(as ~~non-binding basis,~~defined ain ~~proposal~~the toIndenture) occurs, ~~provide~~each ~~that~~holder of the New ~~Summit~~Notes ~~Board~~ may, ~~without~~require ~~stockholder~~the ~~approval,~~Issuer ~~authorize~~to ~~the~~repurchase ~~issuance~~all or any part of ~~preferred~~that ~~stock,~~holder’s ~~$0.01~~New Notes for cash at ~~par~~a ~~value~~price ~~per~~equal ~~share~~to ~~(“Preferred~~101% ~~Stock”),~~of ~~from~~the ~~time~~aggregate toprincipal ~~time~~amount inof ~~one~~the orNew ~~more~~Notes ~~series~~repurchased, ~~and~~plus ~~with~~any ~~respect~~accrued toand ~~each~~unpaid ~~series~~interest, ofif ~~Preferred~~any, to, ~~Stock~~but excluding, ~~fix~~the ~~and~~date ~~state~~of byrepurchase, ~~resolution~~on the ~~designation~~New ~~and~~Notes repurchased (subject to the ~~powers,~~right ~~preferences,~~of ~~rights,~~holders ~~qualifications,~~of ~~limitations~~record ~~and~~on ~~restrictions~~the ~~relating~~relevant record date to ~~each~~receive ~~series~~interest ofdue ~~Preferred~~on ~~Stock~~the relevant interest payment date).

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
6,530,683		1,788,190		15,249		0

Certain Covenants

1The Indenture contains covenants that, among other things, limit the Issuer’s ability and the ability of the Partnership’s Restricted Subsidiaries (as defined in the Indenture) to: (i) incur, assume or guarantee additional indebtedness or issue certain convertible or redeemable equity securities; (ii) create liens to secure indebtedness; (iii) pay distributions or dividends on equity interests, redeem or repurchase equity securities or redeem junior lien, unsecured or subordinated indebtedness; (iv) make investments; (v) make distributions, loans or other asset transfers from the Partnership’s Restricted Subsidiaries; (vi) consolidate with or merge with or into, or sell all or substantially all of the Partnership’s properties to, another person; (vii) sell or otherwise dispose of assets, including equity interests in subsidiaries; and (viii) enter into transactions with affiliates.

~~Proposal~~Events ~~2(D) – To approve, on an advisory, non-binding-basis, a proposal to provide that the New Summit Board may, without stockholder approval, authorize the issuance~~ of common stock, $0.01 par value per share (“Blank Check Common Stock”), from time to time in one or more series, and with respect to each series of such Blank Check Common Stock, fix and state by resolution the designation and the powers, privileges, rights, qualifications, limitations and restrictions relating to each such series of Blank Check Common Stock.Default

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
6,000,193		2,320,118		13,811		0

The Indenture contains customary events of default, including, but not limited to:

~~Proposal~~● ~~2(E)~~default –in To approve, on an advisory, non-binding basis, a proposal to adopt the Court of Chancery of the State of Delaware (or, if and only if the Court of Chancery of the State of Delaware lacks requisite subject matter jurisdiction, any ~~state~~payment ~~court located within the State~~ of ~~Delaware~~interest ~~or,~~on ~~if and only if all such state courts lack subject matter jurisdiction,~~ the federal district court for the District of Delaware) and any appellate court therefrom as the exclusive forum for certain stockholder litigation and the federal district courts of the United States of America as the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act of 1933, as amended, against New ~~Summit or any director~~Notes, ~~officer, employee~~when ~~or agent of New Summit~~due, ~~unless~~which ~~New~~continues ~~Summit~~for ~~consents~~30 ~~in writing to the selection of an alternative forum.~~days;

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
7,295,901		1,025,351		12,871		0

●

default in payment when due of the principal of, or premium, if any, on the New Notes;

●

failure by the Partnership or any of its Restricted Subsidiaries to comply with certain of their respective obligations, covenants or agreements contained in the New Notes or the Indenture, subject to certain notice and grace periods;

●

failure of liens on collateral with a fair market value in excess of $25.0 million to be valid or enforceable for 30 days or the assertion by the Issuer or any Guarantor in any pleading that any such security interest is invalid and unenforceable;

●

failure by the Partnership or any of its Restricted Subsidiaries to pay indebtedness within any applicable grace period or the acceleration of any such indebtedness if the total amount of such indebtedness exceeds $75.0 million;

●

failure by the Partnership or any of its Restricted Subsidiaries to pay final non-appealable judgments aggregating in excess of $75.0 million, which judgments are not discharged, waived or stayed for a period of 60 days;

●

except as permitted by the Indenture, any guarantee of the New Notes is held in any judicial proceeding to be unenforceable or invalid, or ceases for any reason to be in full force and effect, or is denied or disaffirmed by a Guarantor; and

●

certain events of bankruptcy, insolvency or reorganization described in the Indenture with respect to the Issuer, the Partnership and certain of its subsidiaries (including its Restricted Subsidiaries) that, taken as a whole, would constitute a significant subsidiary of the Partnership.

The foregoing description of the Indenture does not purport to be complete and is qualified in its entirety by reference to the full text of the Indenture and the form of 8.625% Senior Secured Second Lien Note due 2029, which are filed with this Current Report on Form 8-K as Exhibit 4.1 and Exhibit 4.2, respectively.

Amended and Restated ABL Facility

Concurrently with the issuance of the New Notes, on July 26, 2024, Summit Holdings, as borrower, amended and restated its existing first-lien, senior secured credit agreement, with the Partnership, the subsidiaries party thereto, Bank of America, N.A., as agent, and the several lenders and other agents party thereto, consisting of a $500,000,000 asset-based revolving credit facility (the “Amended and Restated ABL Facility”), subject to a borrowing base comprised of a percentage of eligible accounts receivable of Summit Holdings and its subsidiaries that guarantee the Amended and Restated ABL Facility (collectively, the “Amended and Restated ABL Facility Subsidiary Guarantors”) and a percentage of eligible above-ground fixed assets including eligible compression units, processing plants, compression stations and related equipment of Summit Holdings and the Amended and Restated ABL Facility Subsidiary Guarantors.

Summit Holdings amended and restated its existing asset-based revolving credit facility pursuant to that certain Amended and Restated Loan and Security Agreement (the “New ABL Agreement”), dated as of July 26, 2024, by and among Summit Holdings, as borrower, the Partnership, the Amended and Restated ABL Facility Subsidiary Guarantors, Bank of America, N.A., as agent, and Bank of America, N.A., Royal Bank of Canada, Regions Capital Markets, TD Securities (USA) LLC, JPMorgan Chase Bank, N.A., Citizens Bank, N.A. and Truist Bank, collectively, as joint lead arrangers and joint bookrunners.

The Amended and Restated ABL Facility will mature on the earliest of (a) July 26, 2029, (b) July 31, 2029 if either (i) the outstanding amount of the New Notes (or any refinancing debt permitted under the Amended and Restated ABL Facility in respect thereof that has a final maturity date, scheduled amortization or any other scheduled repayment, mandatory prepayment, mandatory redemption or sinking fund obligation prior to the date that is 91 days after the Amended and Restated ABL Termination Date (as defined below) (provided, that the terms of such permitted refinancing debt may (x) require the payment of interest from time to time and (y) include customary mandatory redemptions, prepayments or offers to purchase with proceeds of asset sales or upon the occurrence of a change of control)) on such date equals or exceeds $50,000,000 or (ii) the outstanding amount of such permitted refinancing debt described in clause (i) above on such date is less than $50,000,000 and Liquidity (as defined in the New ABL Agreement) at any time on or after such date is less than the sum of (A) such outstanding amount and (B) the greater of (1) 10% of the aggregate Commitments (as defined in the New ABL Agreement) then in effect and (2) $50,000,000 (and, for the avoidance of doubt, once the Amended and Restated ABL Termination Date occurs it may not be unwound as a result of Liquidity increasing on a subsequent date), and (c) any date on which the aggregate Commitments terminate thereunder (such date, the “Amended and Restated ABL Termination Date”).

Borrowings under the Amended and Restated ABL Facility will bear interest, at the election of Summit Holdings, at a SOFR-based rate or a base rate, in each case, plus an applicable borrowing margin based on the Total Net Leverage Ratio (as defined in the New ABL Agreement). The applicable margin for base rate loans will vary from 1.50% to 2.25% and the applicable margin for SOFR-based loans will vary from 2.50% to 3.25%, in each case, depending on the Total Net Leverage Ratio.

The Amended and Restated ABL Facility (together with certain Secured Bank Product Obligations (as defined in the New ABL Agreement)) will be jointly and severally guaranteed, on a senior first-priority secured basis (subject to permitted liens), by the Partnership, Summit Holdings and each of the Amended and Restated ABL Facility Subsidiary Guarantors.

The Amended and Restated ABL Facility restricts, among other things, Summit Holdings’ and its Restricted Subsidiaries’ (as defined in the New ABL Agreement) ability and the ability of certain of their subsidiaries to: (i) incur additional debt or issue preferred stock; (ii) make distributions or repurchase equity; (iii) make payments on or redeem junior lien, unsecured or subordinated indebtedness; (iv) create liens or other encumbrances; (v) make investments, loans or other guarantees; (vi) engage in transactions with affiliates; and (viii) make acquisitions or merge or consolidate with another entity. These covenants are subject both to a number of important exceptions and qualifications.

The Amended and Restated ABL Facility requires that Summit Holdings not permit (i) the First Lien Net Leverage Ratio (as defined in the New ABL Agreement) as of the last day of any fiscal quarter to be greater than 2.50:1.00, or (ii) the Interest Coverage Ratio (as defined in the New ABL Agreement) as of the last day of any fiscal quarter to be less than 2.00:1.00.

The Amended and Restated ABL Facility will contain certain events of default customary for instruments of this type. In the case of an event of default arising from certain events of bankruptcy, insolvency or reorganization with respect to Summit Holdings, all outstanding Obligations (as defined in the New ABL Agreement) will become due and payable immediately without further action or notice and all commitments under the Amended and Restated ABL Facility will terminate.

Pursuant to the New ABL Agreement, the Obligations are (or, subject to post-closing periods for certain types of collateral, will be) generally secured by a first priority lien on and security interest in (subject to permitted liens), subject to certain exclusions and limitations set forth in the New ABL Agreement, (i) substantially all of the personal property of Summit Holdings and the Amended and Restated ABL Facility Subsidiary Guarantors, (ii) all equity interests in Summit Holdings and certain other entities, all debt securities and certain rights related to the foregoing, in each case, owned by the Partnership, (iii) Closing Date Gathering Station Real Property and Closing Date Pipeline Systems Real Property (each, as defined in the New ABL Agreement) and certain other material real property interests (including improvements thereon) of Summit Holdings and the Amended and Restated ABL Facility Subsidiary Guarantors as provided in the New ABL Agreement and (iv) all proceeds of the foregoing collateral.

The foregoing description of the New ABL Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the New ABL Agreement, which is filed with this Current Report on Form 8-K as Exhibit 10.1.

Intercreditor Agreement

As previously disclosed, on November 2, 2021, Summit Holdings and the guarantors party thereto entered into an Intercreditor Agreement (as amended, restated, supplemented or otherwise modified, the “Intercreditor Agreement”) with Bank of America, N.A., as first lien representative and collateral agent for the initial first lien claimholders, and Regions Bank, as initial second lien representative for the initial second lien claimholders and collateral agent for the initial second lien claimholders. On July 26, 2024, in connection with and substantially concurrently with the entry into the New ABL Agreement, Bank of America, N.A. reaffirmed the Intercreditor Agreement pursuant to that certain Notice and Reaffirmation of Intercreditor Agreement, dated as of July 26, 2024 (the “ICA Reaffirmation”), and Regions Bank joined the Intercreditor Agreement as an additional second lien representative for the additional second lien claimholders and additional second lien collateral agent for the additional second lien claimholders. The Intercreditor Agreement establishes (i) a first-priority lien (subject to permitted liens) status for the liens on the collateral securing Summit Holdings’ existing asset-based revolving credit facility (and will apply to the Amended and Restated ABL Facility) and any additional first-lien indebtedness and (ii) a junior priority lien (subject to permitted liens) status for the liens on the collateral securing the 2026 Secured Notes and any additional second-lien indebtedness (including the New Notes).

The foregoing description of the ICA Reaffirmation does not purport to be complete and is qualified in its entirety by reference to the full text of the ICA Reaffirmation, which is filed with this Current Report on Form 8-K as Exhibit 10.2.

Item 1.02 Termination of a Material Definitive Agreement.

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”). On July 26, 2024, in connection with the closing of the sale of the New Notes, the Issuer deposited with U.S. Bank Trust Company, National Association, as trustee under the 2025 Notes Indenture (the “2025 Notes Trustee”), funds in an amount sufficient to pay and discharge the outstanding principal amount of the 2025 Notes, plus accrued and unpaid interest to, but excluding, the 2025 Notes Redemption Date. Additionally, the Issuer and Finance Corp. irrevocably instructed the 2025 Notes Trustee to apply such funds to the full payment of the 2025 Notes on the 2025 Notes Redemption Date. Concurrently therewith, the Issuer and Finance Corp. elected to satisfy and discharge the 2025 Notes Indenture in accordance with its terms and the 2025 Notes Trustee acknowledged such discharge and satisfaction. As a result of the satisfaction and discharge of the 2025 Notes Indenture, the Issuer, Finance Corp. and the guarantors of the 2025 Notes have been released from their remaining obligations under the 2025 Notes Indenture.

On July 26, 2024, in connection with the closing of the sale of the New Notes, and following the settlement of the 2026 Secured Notes Tender Offer, the Issuer and Finance Corp delivered a notice of redemption to the holders of 2026 Secured Notes to redeem all of the 2026 Secured Notes remaining outstanding at a redemption price of 102.125% of the principal amount thereof, plus accrued and unpaid interest to, but excluding, October 15, 2024 (the “2026 Secured Notes Redemption Date”), in accordance with the indenture governing the 2026 Secured Notes (the “2026 Secured Notes Indenture”). On July 26, 2024, the Issuer deposited with Regions Bank, as trustee under the 2026 Secured Notes Indenture (the “2026 Secured Notes Trustee”), funds in an amount sufficient to pay and discharge the outstanding principal amount of the 2026 Secured Notes, plus accrued and unpaid interest to, but excluding, the 2026 Secured Notes Redemption Date. Additionally, the Issuer and Finance Corp. irrevocably instructed the 2026 Secured Notes Trustee to apply such funds to the full payment of the 2026 Secured Notes on the 2026 Secured Notes Redemption Date. Concurrently therewith, the Issuer and Finance Corp. elected to satisfy and discharge the 2026 Secured Notes Indenture in accordance with its terms and the 2026 Secured Notes Trustee acknowledged such discharge and satisfaction. As a result of the satisfaction and discharge of the 2026 Secured Notes Indenture, the Issuer, Finance Corp. and the guarantors of the 2026 Secured Notes have been released from their remaining obligations under the 2026 Secured Notes Indenture.

This Current Report on Form 8-K is not an offer to buy, or a notice of redemption with respect to, the 2025 Notes, the 2026 Secured Notes or any other securities.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

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.

Item 8.01 Other Events.

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. The Issuer and Finance Corp. accepted for payment $649,805,000 aggregate principal amount of 2026 Secured Notes validly tendered and not validly withdrawn in the 2026 Secured Notes Tender Offer and made payment for such 2026 Secured Notes on July 26, 2024 with the proceeds from the sale of the New Notes.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
104		Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.
4.1		Indenture, dated July 26, 2024, among Summit Midstream Holdings, LLC, as issuer, the guarantors party thereto and Regions Bank, as trustee and as collateral agent, pursuant to which the New Notes were issued.
4.2		Form of 8.625% Senior Secured Second Lien Note due 2029 (included as Exhibit A in Exhibit 4.1).
10.1*		Amended and Restated Loan and Security Agreement, dated as of July 26, 2024, by and among Summit Midstream Holdings, LLC, as borrower, Summit Midstream Partners, LP, the subsidiary guarantors party thereto from time to time, Bank of America, N.A., as agent, and Bank of America, N.A., Royal Bank of Canada, Regions Capital Markets, TD Securities (USA) LLC, JPMorgan Chase Bank, N.A., Citizens Bank, N.A. and Truist Bank, collectively, as joint lead arrangers and joint bookrunners.
10.2*		Notice and Reaffirmation of Intercreditor Agreement, dated as of July 26, 2024, among Bank of America, N.A., as first lien representative and collateral agent for the initial first lien claimholders, and Regions Bank, as initial second lien representative for the initial second lien claimholders and collateral agent for the initial second lien claimholders, acknowledged and agreed to by the grantors referred to therein.
104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

2* Certain of the schedules and exhibits to the agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished to the Securities and Exchange Commission upon request.

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 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 and the Partnership’s Quarterly Report on Form 10-Q for the quarter ended March 31, 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 this 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.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Summit Midstream Partners, LP
	(Registrant)
	By:	Summit Midstream GP, LLC (its general partner)
Dated: July 19, 2024	/s/ William J. Mault
Dated: July 29, 2024	/s/ William J. Mault
	William J. Mault, Executive Vice President and Chief Financial Officer
	William J. Mault, Executive Vice President and
	Chief Financial Officer
	(Principal Financial Officer)

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