DT Midstream Enters Material Definitive Agreement

Ticker: DTM · Form: 8-K · Filed: Nov 19, 2024 · CIK: 1842022

Dt Midstream, INC. 8-K Filing Summary
FieldDetail
CompanyDt Midstream, INC. (DTM)
Form Type8-K
Filed DateNov 19, 2024
Risk Levelmedium
Pages5
Reading Time6 min
Key Dollar Amounts$0.01, $1.2 b
Sentimentneutral

Sentiment: neutral

Topics: material-agreement

Related Tickers: DTM

TL;DR

DT Midstream just signed a big deal, details TBD.

AI Summary

DT Midstream, Inc. announced on November 19, 2024, that it has entered into a material definitive agreement. The filing does not disclose specific details of the agreement, such as the counterparty or financial terms, but indicates it is a significant event requiring immediate disclosure.

Why It Matters

This filing signals a significant new development for DT Midstream, potentially impacting its future operations, partnerships, or financial structure.

Risk Assessment

Risk Level: medium — The lack of specific details in the filing creates uncertainty about the nature and implications of the agreement.

Key Players & Entities

FAQ

What is the nature of the material definitive agreement entered into by DT Midstream, Inc.?

The filing does not specify the nature of the material definitive agreement.

Who is the counterparty to this material definitive agreement?

The filing does not disclose the identity of the counterparty.

What are the financial terms or implications of this agreement?

The filing does not provide any details regarding the financial terms or implications of the agreement.

When was the material definitive agreement entered into?

The earliest event reported in relation to this agreement was on November 19, 2024.

Why is this agreement considered 'material'?

The filing states it is a 'Material Definitive Agreement', implying it is significant enough to impact the company's business or financial condition, but does not elaborate on the specific reasons.

Filing Stats: 1,513 words · 6 min read · ~5 pages · Grade level 15.3 · Accepted 2024-11-19 17:12:13

Key Financial Figures

Filing Documents

01

Item 1.01 Entry into a Material Definitive Agreement On November 19, 2024, DT Midstream, Inc. (the "Company") and its wholly-owned subsidiary, DTM Interstate Transportation, LLC ("DTM Transportation" and together with the Company, the "DTM Parties"), entered into a purchase and sale agreement (the "Purchase Agreement") with ONEOK Partners Intermediate Limited Partnership ("ONEOK Intermediate") and Border Midwestern Company ("Border Midwestern," and together with ONEOK Intermediate, the "ONEOK Parties"), pursuant to which DTM Transportation will acquire 100% of the equity interests of each of Guardian Pipeline, L.L.C., Midwestern Gas Transmission Company and Viking Gas Transmission Company (each of which own certain pipelines and related assets in the Midwestern United States) from the ONEOK Parties for a purchase price of $1.2 billion, subject to customary adjustments (the "Transaction"). The Purchase Agreement contains customary representations, warranties and covenants by the DTM Parties and the ONEOK Parties. The Transaction has an effective date of the earlier of (i) the date of the closing of the Transaction and (ii) January 1, 2025 and is expected to close by late 2024 or early 2025, subject to satisfaction or waiver of certain customary closing conditions, including the accuracy of the representations and warranties of each party, compliance by each party in all material respects with its covenants, the parties entering into a transition services agreement, and regulatory approvals including the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. The Purchase Agreement contains certain customary termination rights. The foregoing descriptions of the Purchase Agreement and the Transaction do not purport to be complete and are subject to and qualified in their entirety by reference to the copy of the Purchase Agreement, which is attached hereto as Exhibit 10.1 to this Current Report on Form 8-K.

01

Item 7.01. Regulation FD Disclosure On November 19, 2024, the Company issued a press release regarding the Transaction. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K. A copy of the slide presentation regarding the Transaction is attached as Exhibit 99.2 to this Current Report on Form 8-K. In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibits 99.1 and 99.2, shall not be deemed "filed" for the 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 they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the "Securities Act"), except as shall be expressly set forth in such a filing.

Financial Statements and Exhibits

Financial Statements and Exhibits. Exhibit Description 10.1 Purchase and Sale Agreement, dated November 19, 2024, by and among DT Midstream, Inc., DTM Interstate Transportation, LLC, ONEOK Partners Intermediate Limited Partnership and Border Midwestern Company. 99.1 Press Release of DT Midstream, Inc., dated November 19, 2024. 99.2 Slide Presentation of DT Midstream, Inc., dated November 19, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

Forward-Looking Statements

Forward-Looking Statements: This Current Report on Form 8-K contains forward-looking statements, within the meaning of Section 27A of the Securities Act, Section 21E of the Exchange Act and the Private Securities Litigation Reform Act of 1995, that are subject to various assumptions, risks and uncertainties. It should be read in conjunction with the "Forward-Looking Statements" section in the Company's Form 10-K (which section is incorporated by reference herein), and in conjunction with other SEC reports filed by the that discuss important factors that could cause the Company's actual results to differ materially. Forward-looking statements are not guarantees of future results and conditions, but rather are subject to numerous assumptions, risks, and uncertainties that may cause actual future results to be materially different from those contemplated, projected, estimated, or budgeted. Many factors may impact forward-looking statements of the Company including, but not limited to, the following: changes in general economic conditions, including increases in interest rates and associated Federal Reserve policies, a potential economic recession, and the impact of inflation on our business; industry changes, including the impact of consolidations, alternative energy sources, technological advances, infrastructure constraints and changes in competition; global supply chain disruptions; actions taken by third-party operators, processors, transporters and gatherers; changes in expected production from Expand Energy and other third parties in our areas of operation; demand for natural gas gathering, transmission, storage, transportation and water services; the availability and price of natural gas to the consumer compared to the price of alternative and competing fuels; our ability to successfully and timely implement our business plan; our ability to complete organic growth projects on time and on budget; our ability to finance, complete, or successfully integrate acqu

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