8-K

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): May 19, 2017

PENNTEX MIDSTREAM PARTNERS, LP

(Exact name of registrant as specified in its charter)

Delaware	001-37412	47-1669563
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

8111 Westchester Drive, Suite 600

Dallas, Texas 75225

(Address of principal executive office) (Zip Code)

(832) 456-4000

(Registrant’s telephone number, including area code)

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))

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 8.01. Other Events.

On May 19, 2017, PennTex Midstream Partners, LP (the “Partnership”) issued a “stop-look-and-listen” press release with respect to the commencement by Energy Transfer Partners, L.P. of an unsolicited tender offer to acquire all of the outstanding common units representing limited partner interests in the Partnership. The press release is attached as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

99.1 Press release dated May 19, 2017

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.

	PennTex Midstream Partners, LP
	By:	PennTex Midstream GP, LLC,
		its general partner
Dated: May 19, 2017	By:	/s/ Thomas E. Long
		Name:	Thomas E. Long
		Title:	Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Document Description
99.1	Press release dated May 19, 2017

EX-99.1

Exhibit 99.1

PENNTEX’S BOARD OF DIRECTORS TO REVIEW UNSOLICITED TENDER OFFER FROM ENERGY TRANSFER PARTNERS

HOUSTON, May 19, 2017 – PennTex Midstream Partners, LP (NASDAQ: PTXP) (the “Partnership”), today confirmed that our affiliate and owner of our general partner, Energy Transfer Partners, L.P. (NYSE: ETP), has commenced an unsolicited tender offer to acquire all of the outstanding common units representing limited partner interests in the Partnership for $20.00 per unit in cash.

The board of directors of our general partner (the “Board”) intends to advise unitholders of its formal position regarding the tender offer within ten business days of its commencement by making available to unitholders and filing with the Securities and Exchange Commission a solicitation/recommendation statement on Schedule 14D-9.

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. Energy Transfer Partners, L.P. owns the general partner of the Partnership. For more information, visit www.penntex.com.

For further information, please direct all inquiries to:

Investor Relations:

Helen Ryoo, Brent Ratliff or Lyndsay Hannah

Telephone: (214) 981-0795

Media Relations:

Vicki Granado

Telephone: (214) 840-5820

Cautionary Note

Disclosures in this press release contain certain forward-looking statements within the meaning of the federal securities laws. Statements that do not relate strictly to historical or current facts are forward-looking. These statements contain words such as “if” and “will” and involve risks

and uncertainties including, among others that our business plans may change as circumstances warrant. Accordingly, investors should not place undue reliance on forward-looking statements as a prediction of actual results. Except as otherwise required by applicable law, the Partnership undertakes no obligation to publicly update or revise any such forward-looking statements to reflect events or circumstances that occur, or of which the Partnership becomes aware, after the date hereof.

Additional Information

This press release does not constitute an offer to buy or solicitation of an offer to sell any securities. The Partnership may file a solicitation/recommendation statement on Schedule 14D-9 with the U.S. Securities and Exchange Commission (“SEC”). Any solicitation/recommendation statement filed by the Partnership that is required to be mailed to unitholders will be mailed to the Partnership’s unitholders. INVESTORS AND UNITHOLDERS OF THE PARTNERSHIP ARE URGED TO READ THESE AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and unitholders will be able to obtain free copies of these documents (if and when available) and other documents filed with the SEC by the Partnership through the web site maintained by the SEC at http://www.sec.gov. In addition, any materials related to Energy Transfer’s unsolicited proposal may be obtained from the Partnership free of charge by directing a request to PennTex Midstream Partners, LP, Attn: Investor Relations, 8111 Westchester Drive, Suite 600, Dallas, Texas 75225.