SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 20, 2017
PENNTEX MIDSTREAM PARTNERS, LP
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
8111 Westchester Drive, Suite 600
Dallas, Texas 75225
(Address of principal executive office) (Zip Code)
(Registrants telephone number, including area code)
(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))|
Indicate by check mark whether the registrant is an emerging growth company as defined in 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 7.01.||Regulation FD Disclosure.|
On June 20, 2017, PennTex Midstream Partners, LP (the Partnership) issued a press release announcing that, as of 5:00 p.m., Eastern Time, on June 19, 2017, the expiration time of the previously announced tender offer by Energy Transfer Partners, L.P. (ETP) to acquire all of the outstanding common units representing limited partner interests in the Partnership (the Common Units), approximately 12,360,503 Common Units, including those Common Units delivered through notices of guaranteed delivery, were validly tendered and accepted for purchase by ETP. A copy of the press release is attached as Exhibit 99.1 and incorporated herein by reference.
In accordance with General Instruction B.2 to Form 8-K, the information provided under this Item 7.01 and the information attached to this Current Report on Form 8-K as Exhibit 99.1 shall be deemed to be furnished and shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act except as expressly set forth by specific reference in such filing.
|Item 9.01.||Financial Statements and Exhibits.|
|99.1||Press release dated June 20, 2017|
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.
|PennTex Midstream Partners, LP|
|By:||PennTex Midstream GP, LLC,|
|its general partner|
|Dated: June 20, 2017||By:||
/s/ Thomas E. Long
|Name:||Thomas E. Long|
|Title:||Chief Financial Officer|
|99.1||Press release dated June 20, 2017|
PENNTEX MIDSTREAM ANNOUNCES
EXPIRATION OF ENERGY TRANSFER TENDER OFFER
HOUSTON, June 20, 2017 (GLOBE NEWSWIRE) PennTex Midstream Partners, LP (NASDAQ: PTXP) (the Partnership) today announced that as of 5:00 p.m., Eastern Time, on June 19, 2017 (the Expiration Time), approximately 12,360,503 common units representing limited partner interests in the Partnership (the Common Units), including those Common Units delivered through notices of guaranteed delivery, were validly tendered and accepted for purchase by Energy Transfer Partners, L.P. (NYSE: ETP) (ETP) in ETPs previously announced tender offer (the Offer).
The number of Common Units validly tendered prior to the Expiration Time satisfies the non-waivable condition that not less than a majority of the Common Units held by unitholders that are not affiliates of ETP be validly tendered, and satisfies the condition that, following the closing of the Offer, ETP and its affiliates own at least 16,571,405 Common Units, representing greater than 80% of the outstanding Common Units. ETP has announced that, pursuant to Section 15.1 of the First Amended and Restated Agreement of Limited Partnership of the Partnership (the Partnership Agreement), it intends to exercise the right, assigned to ETP by the Partnerships general partner, to purchase all of the remaining Common Units that were not tendered in the Offer and remain outstanding on June 30, 2017 (the Limited Call Right). ETP expects to mail to each unitholder of record who did not tender its Common Units in the Offer a notice of election to purchase such Common Units pursuant to Section 15.1(b) of the Partnership Agreement, and such holder will receive, for each Common Unit, $20.00 in cash, which represents the price paid by ETP for the Common Units in the Offer.
Upon the exercise of the Limited Call Right, ETP will own all of the economic interests of the Partnership and will be entitled to all of the benefits resulting from those interests. In addition, the Common Units will cease to be listed on the NASDAQ Global Select Market or publicly traded.
This press release is for informational purposes only, and is neither an offer to purchase nor a solicitation of an offer to sell securities. Holders of Common Units are advised to read ETPs combined Tender Offer Statement on Schedule TO and Transaction Statement on Schedule 13E-3, as amended, ETPs Offer to Purchase, the Partnerships Solicitation/Recommendation Statement on Schedule 14D-9, as amended, and the Partnerships Transaction Statement on Schedule 13E-3, as amended, and other documents relating to the tender offer that have been or will be filed with the Securities and Exchange Commission (the SEC) because they contain important information. Unitholders may also obtain copies of any of the foregoing materials, as filed with the SEC, without charge from the Partnership by directing such request to PennTex Midstream Partners, LP, Attn: Investor Relations, 8111 Westchester Drive, Suite 600, Dallas, Texas 75225.
About PennTex Midstream Partners, LP
PennTex Midstream Partners, LP provides natural gas gathering and processing and residue gas and natural gas liquids transportation services to producers in northern Louisiana. ETP owns the general partner of the Partnership. For more information, visit www.penntex.com.
Helen Ryoo, Lyndsay Hannah, Brent Ratliff, 214-981-0795
Vicki Granado, 214-840-5820