Summit Midstream Files DEF 14A for Soliciting Material

Ticker: SMC · Form: DEF 14A · Filed: Oct 2, 2024

Sentiment: neutral

Topics: regulatory-filing, shareholder-communication

TL;DR

Summit Midstream filed a DEF 14A, likely for shareholder comms. Keep an eye out.

AI Summary

Summit Midstream Corp. filed a DEF 14A on October 2, 2024, related to soliciting material under Rule 14a-12 of the Exchange Act. The filing indicates a report date of October 1, 2024, and concerns the company's operations in natural gas transmission. The principal executive office is located at 910 Louisiana Street, Suite 4200, Houston, TX 77002.

Why It Matters

This filing is a routine disclosure related to shareholder communications and may precede or accompany other significant corporate actions or proposals requiring shareholder approval.

Risk Assessment

Risk Level: low — This is a standard regulatory filing (DEF 14A) and does not inherently indicate new risks or negative developments.

Key Players & Entities

FAQ

What is the primary purpose of this DEF 14A filing for Summit Midstream Corp.?

The filing is intended to simultaneously satisfy the obligation under Rule 14a-12 of the Exchange Act for soliciting material.

What is the filing date of this DEF 14A?

The filing date is October 2, 2024.

What is the earliest event date reported in this filing?

The earliest event reported is dated October 1, 2024.

Where is Summit Midstream Corp.'s principal executive office located?

The principal executive office is located at 910 Louisiana Street, Suite 4200, Houston, TX 77002.

Under which section of the Securities Exchange Act of 1934 is this filing made?

This filing is made pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934.

Filing Stats: 3,346 words · 13 min read · ~11 pages · Grade level 9.8 · Accepted 2024-10-02 16:33:56

Key Financial Figures

Filing Documents

From the Filing

DEF 14A 1 def14a.htm DEF 14A def14a 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): October 1, 2024 Summit Midstream Corporation (Exact name of registrant as specified in its charter) Delaware 001-42201 99-3056990 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 910 Louisiana Street, Suite 4200 Houston, TX 77002 (Address of principal executive office) (Zip Code) (Registrants' telephone number, including area code): (832) 413-4770 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: o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) x Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Securities Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock SMC New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company 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 o 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. o Item 1.01 Material Definitive Agreement. On October 1, 2024, Summit Midstream Corporation, a Delaware corporation (the "Company"), entered into a Business Contribution Agreement (the "Business Contribution Agreement"), by and among the Company, Summit Midstream Partners, LP, a Delaware limited partnership (the "Partnership"), and Tall Oak Midstream Holdings, LLC, a Delaware limited liability company ("Tall Oak Parent"), pursuant to which, among other things, upon the satisfaction of the terms and conditions set forth therein, Tall Oak Parent will contribute all of its equity interests (the "Tall Oak Interests") in Tall Oak Midstream Operating, LLC, a Delaware limited liability company ("Tall Oak"), to the Partnership, in exchange for an aggregate amount equal to (i) $425,000,000, consisting of (x) $155,000,000 in cash consideration, subject to certain adjustments contemplated by the Business Contribution Agreement and (y) 7,471,008 shares of Class B common stock of the Company, par value $0.01 per share (the "Class B Common Stock") and 7,471,008 common units representing limited partner interests of the Partnership (the "Partnership Units" and together with the Class B Common Stock, the "Securities"), plus (ii) potential cumulative earnout payments continuing through March 31, 2026 not to exceed $25,000,000 in the aggregate that Tall Oak Parent may become entitled to receive pursuant to the Business Contribution Agreement subject to Tall Oak and its customers meeting certain development requirements. Business Contribution Agreement The Business Contribution Agreement includes certain representations, warranties and covenant provisions customary for transactions of this nature. The consummation of the transaction contemplated by the Business Contribution Agreement (the "Transaction") is subject to various closing conditions, including (i) the approval by the holders of a majority of all votes cast at a special meeting (the "Special Meeting") of the stockholders of the Company (the "Company Stockholders") relating to the issuance of the Securities, for purposes of complying with Section 312.03 of the New York Stock Exchange (the "NYSE") Listed Company Manual (the "Stockholder Approval"), (ii) the continued listing of the Company's common stock, par value $0.01 per share ("Common Stock") being traded on the NYSE, (iii) the absence of any adverse laws or orders preventing the consummation of the Transaction, (iv) the expiration or termination of any applicable waiting period (or extension thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and (v) no material adverse effect having occurred with respect to the Company, the Partnership or Tall Oak and its and their respective subsidiaries, as applicable. Each party's obligation to consummate the Transaction is also subject to certain additional customary conditions, including (i) the accuracy of the representations and warranties of the other party,

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