DT Midstream Files 8-K on Material Definitive Agreement

TL;DR

DT Midstream just signed a big deal, filing an 8-K. Details TBD.

AI Summary

On December 6, 2024, DT Midstream, Inc. entered into a material definitive agreement related to financial obligations. The company, headquartered in Detroit, Michigan, filed a Form 8-K to report this event. Specific details regarding the agreement, including dollar amounts and parties involved, are not fully disclosed in this initial filing.

Why It Matters

This filing indicates a significant new financial commitment or obligation for DT Midstream, Inc., which could impact its financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement and a direct financial obligation, suggesting potential financial risks or opportunities that are not yet fully detailed.

Key Players & Entities

• DT Midstream, Inc. (company) — Filer of the 8-K report
• December 6, 2024 (date) — Date of the earliest event reported
• 500 Woodward Ave., Suite 2900, Detroit, Michigan 48226-1279 (address) — Principal executive offices of DT Midstream, Inc.
• 313-402-8532 (phone_number) — Registrant's telephone number

FAQ

Key Financial Figures

• $0.01 — ch Registered Common stock, par value $0.01 DTM New York Stock Exchange Indic
• $650,000,000 — y DT Midstream, Inc. (the "Company") of $650,000,000 in aggregate principal amount of the Co
• $700 million — es, the commitments under the Company's $700 million 364-day bridge loan facility were termi

Filing Documents

• ss4208657_8k.htm (8-K) — 34KB
• ss4208657_ex0401.htm (EX-4.1) — 678KB
• ss4208657_ex9901.htm (EX-99.1) — 10KB
• image_001.jpg (GRAPHIC) — 8KB
• 0000947871-24-000988.txt ( ) — 1058KB
• dtm-20241206.xsd (EX-101.SCH) — 3KB
• dtm-20241206_lab.xml (EX-101.LAB) — 33KB
• dtm-20241206_pre.xml (EX-101.PRE) — 22KB
• ss4208657_8k_htm.xml (XML) — 3KB

01

Item 1.01 Entry into a Material Definitive Agreement. Indenture On December 6, 2024, in connection with the previously announced offering and issuance by DT Midstream, Inc. (the "Company") of $650,000,000 in aggregate principal amount of the Company's 5.800% senior secured notes due 2034 (the "Notes"), the Company entered into an Indenture (the "Indenture"), among the Company, certain subsidiary guarantors named therein (the "Guarantors") and U.S. Bank Trust Company, National Association, as trustee (the "Trustee") and as notes collateral agent, and issued the Notes pursuant thereto. The Notes were resold within the United States only to persons reasonably believed to be "qualified institutional buyers" in reliance on Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and outside the United States only to non-U.S. persons in reliance on Regulation S under the Securities Act. The Notes will mature on December 15, 2034, and interest is payable on the Notes semi-annually in arrears on each June 15 and December 15, commencing June 15, 2025. The Notes are guaranteed by each of the Company's subsidiaries that guarantee obligations under the Company's credit agreement and existing senior notes. The Notes are secured by a first priority security interest in the same collateral that is pledged for the benefit of the lenders under the Company's credit agreement and the holders of the existing senior secured notes, which collateral consists of substantially all of the property and assets owned by the Company and the guarantors, subject to certain exceptions. The collateral securing the Notes will be released if certain conditions are met, including the Notes being rated as investment grade by two out of the three rating agencies identified in the Indenture, subject to reversion if any of such rating agencies subsequently withdraw such investment grade rating or downgrade the rating to below investment grade. If (i) the Company's purchase of

03

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information included in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03 of this Current Report on Form 8-K.

01

Item 8.01 Other Events. On December 6, 2024, in connection with the closing and receipt of the net proceeds from the offering of the Notes, the commitments under the Company's $700 million 364-day bridge loan facility were terminated. Additionally, on December 6, 2024, the Company issued a press release announcing the completion of its offering of the Notes. A copy of the press release is included as Exhibit 99.1.

01

Item 9.01 (d) Exhibits

Financial Statements and Exhibits

Financial Statements and Exhibits. Exhibit Description 4.1 Indenture, dated as of December 6, 2024, among DT Midstream, Inc., the Guarantors and U.S. Bank Trust Company, National Association, as trustee and notes collateral agent. 99.1 Press release issued on December 6, 2024 by DT Midstream, Inc. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). SIGNATURE 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. Date: December 6, 2024 DT MIDSTREAM, INC. ( Registrant ) by /s/ Wendy A.T. Ellis Name: Wendy A.T. Ellis Title: Executive Vice President, General Counsel and Corporate Secretary

View Full Filing

View this 8-K filing on SEC EDGAR