SMLP Summit Midstream Partners LP

 

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 of Report (Date of earliest event reported): August 1, 2024

 

Summit Midstream Partners, LP

(Exact name of registrant as specified in its charter)

 

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

 

910 Louisiana Street, Suite 4200

Houston, TX 77002

(Address of principal executive office) (Zip 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))

 

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 2.01 Completion of Acquisition or Disposition of Assets.

 

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”).

 

Pursuant to the Merger Agreement, at the effective time of the Merger (the “Effective Time”), (i) each Common Unit was automatically converted into the right to receive one share of Common Stock, and (ii) each of the Partnership’s 9.50% Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units representing limited partner interests in the Partnership (“Series A Preferred Units” and, together with the Common Units, the “Partnership Equity”) was automatically converted into the right to receive one share of Series A Floating Rate Cumulative Redeemable Perpetual Preferred Stock, par value $0.01 per share (“Series A Preferred Stock”).

 

No fractions of a share of Common Stock or Series A Preferred Stock were issued. In the event of an adjustment pursuant to the Merger Agreement such that a fraction of a share of Common Stock or Series A Preferred Stock was issuable to a unitholder pursuant to the Merger Agreement, such unitholder received a number of shares of Common Stock or Series A Preferred Stock that is rounded up to the nearest whole share.

 

Pursuant to the Merger Agreement, at the Effective Time, each outstanding phantom unit award granted under the Summit Midstream Partners, LP 2012 Long-Term Incentive Plan, as amended and restated, or the Summit Midstream Partners, LP 2022 Long-Term Incentive Plan, as amended (the “Partnership Phantom Unit Awards”), was converted into an award of restricted stock units relating to a number of shares of Common Stock of the Corporation (the “Corporation RSUs”) equal to the number of Common Units subject to such Partnership Phantom Unit Award as of immediately prior to the Effective Time. The Corporation RSUs are subject to substantially the same terms and conditions as were applicable to the converted Partnership Phantom Unit Awards, including vesting and payment timing provisions, as applicable.

 

Pursuant to the Merger Agreement, the Corporation issued approximately 10.6 million shares of Common Stock to the unitholders as merger consideration as described above.

 

The foregoing description of the Merger Agreement is only a summary and is subject to, and entirely qualified by reference to, the full text of the Merger Agreement, a copy of which was filed as Exhibit 2.1 to the Partnership’s Current Report on Form 8-K, filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 3, 2024, and which is incorporated herein by reference.

 

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

 

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. The Partnership requested that NYSE file a notification of removal from listing on Form 25 with the SEC with respect to the delisting of the Partnership Equity. The Partnership Equity will be suspended from trading on NYSE prior to the opening of trading on August 1, 2024.

 

In addition, the Partnership intends to file with the SEC a certification and notice of termination on Form 15 requesting that the Partnership Equity be deregistered under Section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and that the Partnership’s reporting obligations under Sections 13 and 15(d) of the Exchange Act with respect to the Partnership Equity be suspended.

 

 

Item 3.03. Material Modification to Rights of Security Holders.

 

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.

 

At the Effective Time, holders of the Common Units and Series A Preferred Units ceased to have any rights as unitholders of the Partnership, other than the right to receive the merger consideration in accordance with the Merger Agreement.

 

At the Effective Time, each outstanding Partnership Phantom Unit Award was converted into an award of Corporation RSUs equal to the number of Common Units subject to such Partnership Phantom Unit Award as of immediately prior to the Effective Time.

 

The information set forth in Item 2.01 is incorporated herein by reference.

 

Item 5.01 Changes in Control of Registrant.

 

The information set forth in Item 2.01 is incorporated herein by reference.

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

 

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”). The LPA Amendment amends the LPA to, among other things, reflect that all of the issued and outstanding limited partnership interests of the Partnership are held by the Corporation and the fact that the Series A Preferred Units are no longer outstanding. The GP LLCA Amendment amends the GP LLC Agreement to, among other things, reflect that the Partnership is a wholly owned subsidiary of the Corporation.

 

The foregoing descriptions of the LPA Amendment and the GP LLCA Amendment are only summaries and are subject to, and entirely qualified by reference to, the full text of the LPA Amendment and the GP LLCA Amendment, copies of which are attached hereto as Exhibit 3.1 and Exhibit 3.2 to this Current Report on Form 8-K and which are incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.		Description
2.1		Agreement and Plan of Merger, dated as of May 31, 2024, by and among Summit Midstream Corporation, Summit SMC NewCo, LLC, Summit Midstream Partners, LP and Summit Midstream GP, LLC (incorporated herein by reference to Exhibit 2.1 to the Partnership’s Current Report on Form 8-K filed June 3, 2024 (Commission File No. 001-35666)).
3.1		Fifth Amended and Restated Agreement of Limited Partnership of Summit Midstream Partners, LP, dated August 1, 2024.
3.2		Third Amended and Restated Limited Liability Company Agreement of Summit Midstream GP, LLC, dated August 1, 2024.
104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

 

 

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: August 1, 2024	/s/ William J. Mault
	William J. Mault, Executive Vice President and Chief Financial Officer (Principal Financial Officer)

 

 

3

 

Exhibit 3.1

 

FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP

 

OF

 

Summit Midstream Partners, LP

 

THIS FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (this “Agreement”) of Summit Midstream Partners, LP, a Delaware limited partnership (the “Partnership”), is dated and effective as of August 1, 2024, by and between Summit Midstream GP, LLC, as the general partner of the Partnership (together with any successor or assign, the “General Partner”) and Summit Midstream Corporation, a Delaware corporation (the “Limited Partner” and together with the General Partner, the “Partners”) as set forth on Exhibit A hereto.

 

WHEREAS, on May 28, 2020, the General Partner entered into that certain Fourth Amended and Restated Agreement of Limited Partnership, as amended (the “Fourth A&R Partnership Agreement”);

 

WHEREAS, the Partnership and the General Partner entered into that certain Agreement and Plan of Merger, dated as of May 31, 2024, with Summit SMC NewCo, LLC (“NewCo”) whereby, on August 1, 2024 and in connection with the transactions contemplated thereby, the Partnership merged with and into NewCo, with the Partnership surviving the merger, and the Limited Partner was admitted as the sole limited partner of the Partnership;

 

WHEREAS, pursuant to the Fourth A&R Partnership Agreement and the Delaware Revised Uniform Limited Partnership Act, Del. Code Tit. 6, Section 17-101, et seq. (as amended from time to time, the “Act”), the consent of the General Partner and the sole Limited Partner is the only consent necessary to amend and restate the Fourth A&R Partnership Agreement; and

 

WHEREAS, the General Partner and the sole Limited Partner now wish to amend and restate the Fourth A&R Partnership Agreement in the form of this Agreement.

 

WITNESSETH:

 

In consideration of the mutual covenants and agreements hereinafter set forth, the parties hereto hereby agree to amend and restate the Fourth A&R Partnership Agreement in the form of this Agreement, and further agree as follows:

 

1. Name. The name of the Partnership shall be Summit Midstream Partners, LP, or such other name as the General Partner may from time to time hereafter determine, the execution and filing with the Secretary of State of the State of Delaware of the certificate of limited partnership by the General Partner to be conclusive evidence of any such determination.

 

2. Purpose. The Partnership is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Partnership is, engaging in any lawful act or activity for which limited partnerships may be formed under the Act and engaging in any and all activities necessary or incidental to the foregoing.

 

3. Principal Business Address. The address of the Partnership is 910 Louisiana Street, Suite 4200, Houston, Texas, 77002.

 

 

4. Registered Office and Agent. The address of the Partnership’s registered office in the State of Delaware is located at 1675 South State Street, Suite B, in the City of Dover, Delaware 19901. The name of the registered agent at such address shall be Capitol Services, Inc.

 

5. Partners. The names and the business addresses of the General Partner and the Limited Partner are as set forth on Exhibit A hereto (the “Partners Schedule”).

 

6. Powers. The powers of the General Partner include all powers, statutory and otherwise, possessed by general partners under the laws of the State of Delaware.

 

7. Officers. The management of the business and affairs of the Partnership by the officers (“Officers”) and the exercising of their powers shall be conducted under the supervision of and subject to the approval of the General Partner.

 

(a) Designation and Appointment. The General Partner may (but need not), from time to time, designate and appoint one or more persons as an Officer of the Partnership. The General Partner may assign titles to particular Officers. The following individuals shall be the Officers of the Partnership (constituting all of the Officers of the Partnership, the “Authorized Officers”):

 

J. Heath Deneke

Chairman of the Board, President and Chief Executive Officer

 

William J. Mault

Executive Vice President and Chief Financial Officer

 

James D. Johnston

Executive Vice President, General Counsel, Chief Compliance Officer and Secretary

 

Matthew B. Sicinski

Senior Vice President and Chief Accounting Officer

 

Unless the General Partner otherwise decides, if the title is one commonly used for officers of a business corporation formed, the assignment of such title shall constitute the delegation to such Officer of the authority and duties that are normally associated with that office. Each Officer shall hold office until such Officer’s successor shall be duly designated and qualified or until such Officer’s death or until such Officer shall resign or shall have been removed in the manner hereinafter provided. Any number of offices may be held by the same individual. The salaries or other compensation, if any, of the Officers and agents of the Partnership shall be fixed from time to time by the General Partner.

 

(b) Resignation; Removal; Vacancies. Any Officer (subject to any contract rights available to the Partnership, if applicable) may resign as such at any time. Such resignation shall be made in writing and shall take effect at the time specified therein, or if no time be specified, at the time of its receipt by the General Partner. The acceptance of a resignation shall not be necessary to make it effective, unless expressly so provided in the resignation. Any Officer may be removed as such, either with or without cause, by the General Partner in its discretion at any time; provided, however, that any such removal shall be without prejudice to the contract rights, if any, of the individual so removed. Designation of an Officer shall not of itself create contract rights. Any vacancy occurring in any office of the Partnership may be filled by the General Partner and shall remain vacant until filled by the General Partner.

 

 

8. Dissolution. The Partnership shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (a) the General Partner approves (or if there is more than one general partner of the Partnership, then all of the general partners of the Partnership approve) the dissolution, (b) an event of withdrawal of a general partner of the Partnership has occurred under the Act or (c) an entry of a decree of judicial dissolution has occurred under Section 17-802 of the Act; provided, however, the Partnership shall not be dissolved or required to be wound up upon an event of withdrawal of a general partner of the Partnership described in Section 7(b) if (i) at the time of such event of withdrawal, there is at least one (1) other general partner of the Partnership who carries on the business of the Partnership (any remaining general partner being hereby authorized to carry on the business of the Partnership) or (ii) within ninety (90) days after the occurrence of such event of withdrawal, all remaining Partners agree in writing to continue the business of the Partnership and to the appointment, effective as of the date of the event of withdrawal, of one (1) or more additional general partners of the Partnership.

 

9. Capital Contributions. The Partners have contributed the amounts set forth on the Partners Schedule, in cash, and no other property, to the Partnership.

 

10. Additional Contributions. No Partner is required to make any additional capital contribution to the Partnership.

 

11. Allocation of Profits and Losses. The Partnership’s profits and losses shall be allocated in proportion to the capital contributions of the Partners.

 

12. Distributions. Distributions shall be made to the Partners at the times and in the aggregate amounts determined by the General Partner. Such distributions shall be allocated among the Partners in the same proportion as their then capital account balances.

 

13. Assignments.

 

(a) The Limited Partner may assign all or any part of its interest in the Partnership and may withdraw from the Partnership only with the consent of the General Partner and upon such assignment, the assignee shall be, without the requirement of any further action, admitted as a limited partner of the Partnership with respect to the interest so assigned and shall be bound by all of the terms and provisions of this Agreement. The acknowledgement or execution of definitive documents by the Partnership or the General Partner with respect to any such assignment shall constitute such consent. In the event that an assignment made in accordance with this Section 13(a) is of all of a Limited Partner’s interest, the assignee shall immediately become admitted as a limited partner of the Partnership, upon such admission, the assignor will be withdrawn from, and cease to be a limited partner of, or have any interest in, the Partnership, such assignor shall not be entitled to any distribution, payment or other consideration from the Partnership, whether under this Agreement, Sections 17-601 or 17-604 of the Act or otherwise, and the Partnership shall continue without dissolution.

 

(b) The General Partner may assign all or any part of its interest in the Partnership and may withdraw from the Partnership without the consent of any Limited Partner and, upon such assignment, the assignee shall be bound by all of the terms and provisions of this Agreement and shall be admitted to the Partnership as a general partner, and if that assignment is of all of a General Partner’s interest, immediately after the admission to the Partnership of the assignee, the assignor shall be withdrawn from, and cease to be a partner of, or have any interest in, the Partnership, and such assignor shall not be entitled to any distribution, payment or other consideration from the Partnership, whether under this Agreement, Sections 17-601 or 17-604 of the Act or otherwise, such new general partner of the Partnership is authorized to carry on the business of the Partnership and the Partnership will continue without dissolution, in each case, automatically and without the requirement of any further action. In accordance with Section 17-202 of the Act, within ninety (90) days after any such assignment, the certificate of limited partnership of the Partnership shall be amended to reflect the change of the new general partner of the Partnership.

 

 

14. Withdrawal. Except to the extent set forth in Section 13(a), no right is given to any Partner to withdraw from the Partnership.

 

15. Admission of Additional or Substitute Partners.

 

(a) Subject to Section 13(a) of this Agreement, one (1) or more additional or substitute limited partners of the Partnership may be admitted to the Partnership with only the consent of the General Partner.

 

(b) Subject to Section 13(a) of this Agreement, one (1) or more additional or substitute general partners of the Partnership may be admitted to the Partnership with only the consent of the General Partner.

 

16. Liability of Limited Partner. The Limited Partner shall not have any liability for the obligations or liabilities of the Partnership except to the extent provided in the Act.

 

17. Certain Tax Filings.

 

(a) The Partners hereby authorize each Tax Filing Authorized Person (as defined below), and such other person as the General Partner shall designate from time to time, acting alone, to file tax forms SS-4, W-8 BEN, W-8 IMY, W-9, 8832 and 2553, such other similar tax forms as are customary to file with any state, local or foreign governmental authorities in connection with the formation, activities and/or elections of a limited partnership and such other tax forms as may be approved from time to time by the General Partner. The Partners further hereby ratify and approve any such filing made by the Tax Filing Authorized Person or such other person prior to the date hereof.

 

(b) “Tax Filing Authorized Persons” for purposes of the foregoing means each of Authorized Officers or any one of them.

 

(c) Any Tax Filing Authorized Person’s authority may be revoked, either with or without cause, by the General Partner at any time.

 

18. Amendment. This Agreement may be amended from time to time by the General Partner without the consent of any Limited Partner.

 

19. Entire Agreement; No Amendment or Waiver. This Agreement supersedes all prior agreements with respect to the subject matter hereof, including the Fourth A&R Partnership Agreement. This instrument reflects the terms of the Partners’ the entire agreement with respect to such subject matter. This instrument may not be amended, supplemented or discharged, and no provision hereof may be modified or waived, except expressly by an instrument in writing signed by the General Partner. No waiver of any provision hereof shall be deemed a waiver of any other provision nor shall any such waiver by any party be deemed a continuing waiver of any matter. No amendment, modification, supplement, discharge or waiver hereof or hereunder shall require the consent of any person not a party to this Agreement.

 

20. GOVERNING LAW AND VENUE. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO ANY CHOICE OF LAW OR CONFLICT OF LAW PROVISION OR RULE (WHETHER OF THE STATE OF DELAWARE OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF DELAWARE. TO THE FULLEST EXTENT PERMITTED BY LAW, ALL MATTERS LITIGATED THAT INVOLVE THIS AGREEMENT OR ANY RELATED DOCUMENTS OR MATTERS HEREUNDER SHALL BE BROUGHT ONLY IN WILMINGTON, NEW CASTLE COUNTY, DELAWARE.

 

21. Severability. If any provision of this Agreement or the application thereof to any person or circumstance shall be invalid or unenforceable to any extent, the remainder of this Agreement and the application of such provisions to other persons or circumstances shall not be affected thereby, and the intent of this Agreement shall be enforced to the greatest extent permitted by law.

 

*     *     *     *     *

 

 

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, have duly executed this Fifth Amended and Restated Agreement of Limited Partnership as of the day and year first written above.

 

	GENERAL PARTNER:
	SUMMIT MIDSTREAM GP, LLC,
	a Delaware limited liability company
	By:	/s/ J. Heath Deneke
	Name:	J. Heath Deneke
	Title:	President and Chief Executive Officer
	LIMITED PARTNER:
	SUMMIT MIDSTREAM CORPORATION,
	a Delaware corporation
	By:	/s/ J. Heath Deneke
	Name:	J. Heath Deneke
	Title:	President and Chief Executive Officer

 

 

Exhibit A

 

Partners Schedule

 

General Partner:		Capital Contribution:
Summit Midstream GP, LLC c/o Summit Midstream Corporation 910 Louisiana Street, Suite 4200 Houston, Texas, 77002		$	0
Limited Partner:		$	100
Summit Midstream Corporation 910 Louisiana Street, Suite 4200 Houston, Texas, 77002

 

 

 

{Summit Midstream Partners, LP - Fifth Amended and Restated Agreement of Limited Partnership}

S-2

 

Exhibit 3.2

 

Execution Version

 

THIRD AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

 

OF

 

SUMMIT MIDSTREAM GP, LLC

 

This Third Amended and Restated Limited Liability Company Agreement (this “Agreement”) of SUMMIT MIDSTREAM GP, LLC, a Delaware limited liability company (the “Company”), is entered into, as of August 1, 2024, by Summit Midstream Partners Holdings, LLC, a Delaware limited liability company, as the sole member of the Company (the “Member”).

 

RECITALS

 

WHEREAS, the Company was formed as a Delaware limited liability company on May 1, 2012, bearing the name Summit Midstream GP, LLC, as a limited liability company under the Delaware Limited Liability Company Act (6 Del. C. §18-101, et seq.), as amended from time to time (the “Act”);

 

WHEREAS, Summit Midstream Partners, LLC, a Delaware limited liability company (the “Original Member”) and original sole member of the Company, entered into that certain amended and restated limited liability company agreement of the Company dated October 3, 2012, which was amended on December 9, 2013 to reflect the transfer of the limited liability company interests in the Company from the Original Member to SMP Holdings and the admission of SMP Holdings as the sole member (as so amended, the “Original Agreement”); and

 

WHEREAS, on May 28, 2020, the Company and the Member entered into the Company’s Second Amended and Restated Limited Liability Company Agreement (the “Second A&R LLC Agreement”); and

 

WHEREAS, by their execution and delivery of this Agreement, the Member intends to amend and restate the Second A&R LLC Agreement.

 

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby established, the Member hereby agrees as follows:

 

The undersigned Member of the Company hereby entered into this Agreement effective as of August 1, 2024.

 

AGREEMENT

 

1. Formation. The Company has been organized as a Delaware limited liability company by the filing of a Certificate of Formation (the “Certificate”) under and pursuant to the Act.

 

2. Name. The name of the Company is “Summit Midstream GP, LLC”.

 

3. Registered Office; Registered Agent; Principal Office; Other Offices. The registered office of the Company required by the Act to be maintained in the State of Delaware shall be the registered office set forth in the Certificate or such other office (which need not be a place of business of the Company) as the Member may designate from time to time in the manner provided by law. The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate or such other person or persons as the Member may designate from time to time in the manner provided by law. The principal office of the Company shall be at such place as the Member may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there.

 

 

4. Purposes. The purposes of the Company are to engage in any business or activity that is not prohibited by the Act.

 

5. Term. The existence of the Company commenced on the date the Certificate was filed with the office of the Secretary of State of Delaware and shall continue until the Company is dissolved pursuant to Section 12 of this Agreement.

 

6. Member. The name, mailing address and percentage of the Company’s limited liability company interests held by the Member are identified on Exhibit A attached hereto.

 

7. Liability of Member. Except as otherwise required by applicable law and as explicitly set forth in this Agreement, the Member shall not have any personal liability whatsoever in such Member’s capacity as a Member, whether to the Company, to the creditors of the Company or to any other third party, for the debts, liabilities, commitments or any other obligations of the Company or for any losses of the Company.

 

8. Management.

 

(a) The business and affairs of the Company shall be managed by the Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, under the laws of the State of Delaware. Notwithstanding any other provision of this Agreement, the Member is authorized to bind the Company and to execute and deliver any document on behalf of the Company without any vote or consent of any other person.

 

(b) The Member may, from time to time, designate one or more persons to be officers of the Company. No officer need be a resident of the State of Delaware or a member. Any officers so designated shall have such authority and perform such duties as the Member may, from time to time, delegate to them. The Member may assign titles to particular officers. Unless the Member otherwise decides, if the title is one commonly used for officers of a business corporation, the assignment of such title shall constitute the delegation to such officer of the authority and duties that are normally associated with that office, subject to any specific delegation of authority and duties made to such officer by the Member. The following individuals are hereby appointed as officers of the Company (constituting all of the officers of the Company) until their respective successors have been duly qualified and appointed or until their earlier death, resignation or removal:

 

J. Heath Deneke

Chairman of the Board, President and Chief Executive Officer

 

William J. Mault

Executive Vice President and Chief Financial Officer

 

James D. Johnston

Executive Vice President, General Counsel, Chief Compliance Officer and Secretary

 

Matthew B. Sicinski

Senior Vice President and Chief Accounting Officer

 

 

(c) Each officer shall hold office until his successor shall be duly designated and shall qualify or until his death or until he shall resign or shall have been removed in the manner hereinafter provided. Any number of offices may be held by the same individual. Any officer may resign as such at any time. Such resignation shall be made in writing and shall take effect at the time specified therein, or if no time be specified, at the time of its receipt by the Member. The acceptance of a resignation shall not be necessary to make it effective, unless expressly so provided in the resignation. Any officer may be removed as such, either with or without cause, by the Member whenever in its judgment the best interests of the Company shall be served thereby.

 

(d) The Member of the Company may at any time and from time to time engage in and own interests in other business ventures of any and every type and description, independently or with others (including ones in competition with the Company) with no obligation to offer to the Company the right to participate therein.

 

9. Indemnification; Exculpation.

 

(a) The Company hereby agrees to indemnify and hold harmless any person (each an “Indemnified Person”) to the fullest extent permitted under the Act, as the same now exists or may hereafter be amended, substituted or replaced (but, in the case of any such amendment, substitution or replacement only to the extent that such amendment, substitution or replacement permits the Company to provide broader indemnification rights than the Company is providing immediately prior to such amendment), against all expenses, liabilities and losses (including attorneys’ fees, judgments, fines, excise taxes or penalties) reasonably incurred or suffered by such person by reason of the fact that such person is or was a member of the Company, is or was serving as an officer of the Company or is or was serving at the request of the Company as an officer, director, principal, member, employee or agent of another corporation, partnership, joint venture, limited liability company, trust or other enterprise; provided that (unless the Member otherwise consents) no Indemnified Person shall be indemnified for any expenses, liabilities and losses suffered that are attributable to such Indemnified Person’s gross negligence, willful misconduct or knowing violation of law. Expenses, including attorneys’ fees, incurred by any such Indemnified Person in defending a proceeding shall be paid by the Company in advance of the final disposition of such proceeding, including any appeal therefrom, upon receipt of an undertaking by or on behalf of such Indemnified Person to repay such amount if it shall ultimately be determined that such Indemnified Person is not entitled to be indemnified by the Company. The Company may, by action of the Member, provide indemnification to employees and agents of the Company with the same scope and effect as the foregoing indemnification of members and officers.

 

(b) Notwithstanding anything contained herein to the contrary, any indemnity by the Company shall be provided out of and to the extent of Company assets only, and the Member shall have no personal liability on account thereof or shall be required to make additional capital contributions to help satisfy such indemnity of the Company.

 

(c) None of the Indemnified Persons shall be liable to the Member or the Company for mistakes of judgment, or for action or inaction, taken in good faith, or for losses due to such mistakes, action or inaction, or to the negligence, dishonesty, or bad faith of any employee, broker or other agent of the Company, provided that such employee, broker or agent was selected, engaged, or retained with reasonable care. Any party entitled to relief hereunder may consult with legal counsel and accountants in respect of affairs of the Company and be fully protected and justified in any reasonable action or inaction that is taken in good faith in accordance with the advice or opinion of such counsel or accountants, provided that they shall have been selected with reasonable care. Notwithstanding any of the foregoing to the contrary, the provisions of this paragraph shall not be construed so as to relieve (or attempt to relieve) any person of any liability (i) for conduct which is grossly negligent, reckless, or intentionally wrongful or criminally unlawful, provided that such person had no reasonable cause to believe that his or its conduct was unlawful, or (ii) to the extent (but only to the extent) that such liability may not be waived, modified, or limited under applicable law.

 

 

(d) The right to indemnification and the advancement and payment of expenses conferred in this Section 9 shall not be exclusive of any other right which an Indemnified Person may have or hereafter acquire under any law (common or statutory), agreement, vote of the Member or otherwise.

 

(e) Notwithstanding anything in this Agreement to the contrary, no Member, in his, her or its capacity as such or as a manager of the Company, shall have any duty (including any fiduciary duty), or any liability for a breach of duty (including any fiduciary duty), to the Company or any Member (in their capacities as such) or any other person. It is the intent and agreement of the Member that all fiduciary duties be, and hereby are, eliminated and no fiduciary duties shall apply to any action or omission taken by any Member (in such Member’s capacity as such or as manager of the Company) or any of its affiliates, employees, agents and representative hereunder or in connection with the Company. Notwithstanding any other provision of this Agreement or otherwise applicable provision of law or equity, whenever in this Agreement a Member is permitted or required to make a decision in its “discretion” or its “sole discretion” or under a grant of similar authority or latitude, such Member shall be entitled to consider only such interests and factors as it desires, including its own interests, and shall, to the fullest extent permitted by applicable law, have no duty or obligation to give any consideration to any interest of, or other factors affecting, the Company or the Member. The Member hereby waives, to the maximum extent permitted by law, any and all rights and claims which it, he or she may otherwise have against any person or entity acting as Member or manager of the Company and such person’s or entity’s affiliates as a result of any claims of breach of fiduciary duties.

 

10. Certificates. The membership interest of the Member, as provided on Exhibit A, shall be uncertificated unless otherwise determined by the Member. 

 

11. Distributions. Distributions shall be made at the time and in the aggregate amounts determined by the Member.

 

12. Dissolution. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (a) the written consent of the Member; or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act. Notwithstanding anything to the contrary contained herein, the bankruptcy, death, dissolution, expulsion or incapacity of the Member, or the occurrence of any other event which terminates the continued membership of the Member in the Company, shall not cause the dissolution of the Company, and the Member is expressly authorized to continue the business of the Company in such event, without any further action on the part of the Member. In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets or proceeds from the sale of the assets of the Company shall be applied in the manner, and in the order of priority, set forth in Section 18-804 of the Act.

 

13. Capital Contributions. The Member is not required to make any capital contribution to the Company.

 

14. Assignments. The Member may assign in whole or in part its membership interest.

 

15. Admission of Additional Members. Subject to Section 16(a), one or more additional members of the Company may be admitted to the Company with the consent of the Member.

 

 

16. Pledge of Membership Interests.

 

(a) Notwithstanding anything herein to the contrary, the Member and any other member of the Company shall be permitted to pledge or hypothecate any or all of its interests in the Company, including all economic rights, control rights, membership interests, and status rights as a Member or as a member, to any lender to the Company (or any affiliate of the Company) or any agent acting on such lender’s behalf, and any transfer of such interests pursuant to any such lender’s (or agent’s) exercise of remedies in connection with any such pledge or hypothecation shall be permitted under this Agreement with no further action or approval required hereunder. Notwithstanding anything contained herein to the contrary, upon a default under the financing giving rise to any pledge or hypothecation of interests in the Company, the lender (or agent) shall have the right, as set forth in the applicable pledge or hypothecation agreement, and without further approval of the Member or any other member and without becoming a Member or otherwise becoming a member, to exercise the membership voting rights of the Member or any other member granting such pledge or hypothecation. Notwithstanding anything contained herein to the contrary, and without complying with any other procedures set forth in this Agreement, upon the exercise of remedies in connection with a pledge or hypothecation, (i) the lender (or agent) or transferee of such lender (or agent), as the case may be, shall become a Member or a member (as applicable) under this Agreement and shall succeed to all of the rights and powers, including the right to participate in the management of the business and affairs of the Company, and shall be bound by all of the obligations, of the Member or members (as applicable) under this Agreement without taking any further action on the part of such lender (or agent) or transferee, as the case may be, and (b) following such exercise of remedies, the pledging Member or other member shall cease to be a Member or a member and shall have no further rights or powers under this Agreement. The execution and delivery of this Agreement by a Member or any other member of the Company shall constitute any necessary approval of such Member or other member under applicable law to the foregoing provisions of this Section 16(a). This Section 16(a) may not be amended or modified so long as any of the Member’s or any other member’s membership interests or other interests in the Company is subject to a pledge or hypothecation without the pledgee’s (or the transferee of such pledgee’s) prior written consent. Each recipient of a pledge or hypothecation of a Member’s or any other member’s interests in the Company shall be a third party beneficiary of the provisions of this Section 16(a).

 

(b) So long as any pledge of any membership interests in the Company is in effect, the Company shall not elect that its membership interests become governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction without the consent of all pledgees of such membership interests. This provision shall inure to the benefit of any pledgee of the Company’s membership interests and its successors and assigns and designated agent, as an intended third-party beneficiary, and no amendment, modification or waiver of, or consent with respect to this provision shall in any event be effective without the prior written consent of such pledgee (or its successors or assigns or designated agent, as the case may be).

 

17. Governing Law. This Agreement shall be governed by, and construed under, the laws of the State of Delaware, all rights and remedies being governed by said laws.

 

18. Other Business Opportunities. The Member and any person or entity affiliated with the Member may engage in or possess an interest in other business opportunities or ventures (unconnected with the Company) of every kind and description, independently or with others, including businesses that may compete with the Company. Neither the Member nor any person or entity affiliated with the Member shall be required to present any such business opportunity or venture to the Company, even if the opportunity is of the character that, if presented to the Company, could be taken by it. Neither the Company nor any person or entity affiliated with the Company shall have any rights in or to such business opportunities or ventures or the income or profits derived therefrom by virtue of this Agreement, notwithstanding any duty otherwise existing at law or in equity. The provisions of this Section shall apply to the Member solely in its capacity as member of the Company and shall not be deemed to modify any contract or arrangement, including without limitation any noncompete provisions, otherwise agreed to by the Company and the Member.

 

19. Amendments. The approval of the Member shall be necessary to amend or repeal this Agreement or to adopt a new limited liability company agreement.

 

*    *    *    *    *

 

 

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Third Amended and Restated Limited Liability Company Agreement as of the day first above-written.

 

	MEMBER:
	SUMMIT MIDSTREAM PARTNERS HOLDINGS, LLC
	By:	/s/ J. Heath Deneke
	Name:	J. Heath Deneke
	Title:	President and Chief Executive Officer

 

Signature Page to Third Amended and Restated LLC Agreement – Summit Midstream GP, LLC 

 

 

Exhibit A

 

Member

 

Member		Percentage Ownership
Summit Midstream Partners Holdings, LLC c/o Summit Midstream Corporation 910 Louisiana Street, Suite 4200 Houston, Texas, 77002			100	%

 

 

 

 

v3.24.2.u1

Cover	Aug. 01, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 01, 2024
Current Fiscal Year End Date	--12-31
Entity File Number	001-35666
Entity Registrant Name	Summit Midstream Partners, LP
Entity Central Index Key	0001549922
Entity Tax Identification Number	45-5200503
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	910 Louisiana Street
Entity Address, Address Line Two	Suite 4200
Entity Address, City or Town	Houston
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77002
City Area Code	832
Local Phone Number	413-4770
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Units
Trading Symbol	SMLP
Security Exchange Name	NYSE
Entity Emerging Growth Company	false

---