smlp-def14a

DEF 14A 1 smlp-def14a_050924.htm DEFINITIVE PROXY STATEMENT smlp-def14a_050924

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

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☐Preliminary Proxy Statement

☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒Definitive Proxy Statement

☐Definitive Additional Materials

☐Soliciting Material under §240.14a-12

Summit Midstream Partners, LP

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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☐Fee paid previously with preliminary materials.

☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

April 9, 2024

Dear Fellow Summit Investors,

As we invite you to attend our virtual 2024 Annual Meeting, we thank you for your investment in Summit Midstream Partners and are pleased to provide you with a brief update on the Partnership.

Summit delivered solid financial and operating results in 2023, increasing adjusted EBITDA in 2023 compared to 2022, while also decreasing our total leverage ratio from 5.5x at year-end 2022 to 5.4x by December 31, 2023. During the year, we achieved several critical milestones:

•Integration of 2022 DJ Acquisitions. In 2023, we were focused on integrating and optimizing the acquired Outrigger DJ and Sterling DJ businesses (the “2022 DJ Acquisitions”). We completed multiple de-bottlenecking projects which we expect to drive meaningful operational and financial synergies in 2024 and beyond.

•Refinancing of 2025 Unsecured Notes. In November 2023, we issued a total of $209.5 million aggregate principal amount of unsecured notes (the “2026 Unsecured Notes”) in exchange for $180.0 million aggregate principal amount of existing senior unsecured notes due 2025 (the “2025 Unsecured Notes”) and $29.5 million in cash. The new cash investment was used to repurchase existing 2025 Unsecured Notes, leaving approximately $49.9 million of 2025 Unsecured Notes outstanding (collectively, the “Transactions”). The Transactions eliminate any material maturities until May 2026 and provide additional runway to continue to de-lever, optimize the base business and continue to pursue value-enhancing and leverage-accretive opportunities.

•Business Development Enhancing Customer Base and Contract Life. We executed multiple contract extensions and new contracts in 2023, including a 15-year contract extension dedicating more than 30,000 leased acres with a key customer in the Williston, a new 10-year take-or-pay contract behind our Double E Joint Venture, connecting a new 300 MMcf/d processing plant, and a new 15-year contract with over 25,500 dedicated acres in the condensate window behind our Ohio Gathering Joint Venture. We also commissioned the Buckeye Compression Project behind the Utica gathering system, resulting in an incremental compression fee.

•Strategic Alternatives Review. In October 2023, we announced that our board of directors (“Board”) launched a strategic alternatives review in which the Board considered a wide range of opportunities to maximize value for SMLP unitholders. The Board concluded the comprehensive review on March 22, 2024 and we announced on the same day:

•the sale of our Utica position for $625.0 million, subject to customary post-closing adjustments; and

•the Board’s belief that converting the Partnership to a C-Corp would best position us to maximize value by enhancing trading liquidity, greatly expanding the universe of potential investors and creating long-term tax advantages to our unitholders. The Board and management intend to seek approval from Summit unitholders to convert at a special meeting of the unitholders later this year.

At this year’s meeting, you will be asked to (1) elect two Class III directors to the Board, (2) ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2024, and (3) approve an advisory resolution on our executive compensation. The Board unanimously recommends that you vote for each of the two nominees for director and approve each of the other proposals. Please read our proxy statement for further details about the proposals.

On or about April 9, 2024, we are sending limited partners who are holders of record at the close of business on March 18, 2024 a set of our proxy materials, including our proxy statement and our Annual Report on Form 10-K for the year ended December 31, 2023. On this date, you will have the ability to access all of our proxy materials over the Internet at www.astproxyportal.com/ast/23805.

Your vote is important to us and our business. Except for the proposal on the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2024, your broker cannot vote your common units on your behalf until it receives your voting instructions. Whether or not you plan to attend the 2024 Annual Meeting, please submit your proxy with voting instructions as soon as possible. You may submit your proxy over the Internet or by mail. To vote your common units electronically during the virtual 2024 Annual Meeting, you will need your control number found on your proxy card or voting instruction form.

We appreciate your investment in the Partnership and look forward to your participation at the 2024 Annual Meeting in May.

Sincerely,

J. Heath Deneke
Chairman of the Board, President
and Chief Executive Officer of
Summit Midstream GP, LLC

NOTICE OF 2024 ANNUAL MEETING OF LIMITED PARTNERS


Date and Time:		May 9, 2024 at 2:00 p.m. Central Time
Place:		Our 2024 Annual Meeting of Limited Partners (the “2024 Annual Meeting”) will be held virtually via live webcast at https:// web.lumiagm.com/217371229 (password: summit2024). You will not be able to attend the 2024 Annual Meeting in person.
Participation:		Please see “Questions and Answers about the 2024 Annual Meeting” on page 2 for more information about attending the 2024 Annual Meeting, voting your common units representing limited partner interests in Summit Midstream Partners, LP (the “common units”) and submitting questions during the 2024 Annual Meeting.
Agenda:		(1)To elect two Class III directors to serve until our annual meeting of limited partners to be held in 2027 or until their successors are elected and have been qualified; (2)To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2024; (3)To approve an advisory resolution on executive compensation; and (4)To transact any other business properly brought before the meeting or any adjournments thereof.
Record Date:		Only limited partners of Summit Midstream Partners, LP who are holders of record of our outstanding (as defined in our partnership agreement) common units, as of the close of business on March 18, 2024, are entitled to vote at the 2024 Annual Meeting.
Voting:		YOUR VOTE IS IMPORTANT. Whether or not you plan to attend the 2024 Annual Meeting, please submit your proxy with voting instructions as soon as possible. •If you are a limited partner who is a holder of record, you may submit your proxy over the Internet or by mail as described on the proxy card. •If you hold your common units through a broker or other nominee, please follow the instructions that you receive from your broker or other nominee to ensure that your common units are voted. Submitting your proxy will not prevent you from attending the 2024 Annual Meeting and voting during the 2024 Annual Meeting. On or about April 9, 2024, we are sending limited partners who are holders of record at the close of business on March 18, 2024 a set of our proxy materials, including our proxy statement and our Annual Report on Form 10-K for the year ended December 31, 2023. On this date, you will have the ability to access all of our proxy materials over the Internet at www.astproxyportal.com/ast/23805.

By order of the Board of Directors,

James D. Johnston
Executive Vice President, General Counsel,
Chief Compliance Officer and Secretary of
Summit Midstream GP, LLC

Summit Midstream Partners, LP
910 Louisiana Street, Suite 4200
Houston, Texas 77002

April 9, 2024

Important Notice Regarding the Availability of Proxy Materials for the
Annual Meeting of Limited Partners to be Held on May 9, 2024:

Our proxy statement and our Annual Report on Form 10-K for the year ended
December 31, 2023 are available at www.astproxyportal.com/ast/23805.

TABLE OF CONTENTS


INFORMATION ABOUT SUMMIT MIDSTREAM PARTNERS, LP	1
About SMLP	1
Our Business Strategies	1
QUESTIONS AND ANSWERS ABOUT THE 2024 ANNUAL MEETING	2
CORPORATE GOVERNANCE	5
Board Leadership and Governance	5
Director Independence	5
Committees of the Board	6

SEC Form DEF 14A filed by Summit Midstream Partners LP