Summit Midstream Files Proxy Statement Addendum

TL;DR

Summit Midstream dropped more proxy docs, check 'em before you vote.

AI Summary

Summit Midstream Corp. filed definitive additional materials on November 18, 2024, related to its proxy statement. This filing is a supplement to the proxy materials previously distributed to shareholders for the company's annual meeting.

Why It Matters

This filing provides shareholders with updated or additional information relevant to voting decisions at the upcoming annual meeting, ensuring they have the most current details.

Risk Assessment

Risk Level: low — This filing is a routine administrative document related to a proxy statement and does not introduce new financial or operational risks.

Key Players & Entities

• Summit Midstream Corp. (company) — Registrant
• 0001213900-24-099720 (filing_id) — Accession Number
• 20241118 (date) — Filing Date

FAQ

Key Financial Figures

• $0.01 — Class B common stock, par value $0.01 per share (the “Class B C
• $5.5 — or such services, a substantial portion $5.5 million of which is payable upon
• $1.5 — Transaction Fee”) and a portion $1.5 million of which was payable upo
• $12 — n capital expenditures of approximately $12 million, including approximately
• $11 — #x00a0;million, including approximately $11 million in 2025 and approximatel
• $1 — x00a0;million in 2025 and approximately $1 million in 2026, in all cases; a
• $10.6 — ministrative synergies of approximately $10.6 million in 2025 and approximatel
• $13.5 — x00a0;million in 2025 and approximately $13.5 million, thereafter. The Secti

Filing Documents

• ea0217732-05.htm (DEFA14A) — 316KB
• 0001213900-24-099720.txt ( ) — 317KB

From the Filing

ADDITIONAL MATERIALS   UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 __________________________________________ SCHEDULE 14A __________________________________________ Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant   Filed by a Party other than the Registrant   Check the appropriate box:   Preliminary Proxy Statement   Confidential, for Use of the Commission Only (as permitted by Rule 14a -6 (e)(2))   Definitive Proxy Statement   Definitive Additional Materials   Soliciting Material Pursuant to §240.14a -12 Summit Midstream Corporation (Name of Registrant as Specified in Its Charter) _________________________________________________________________ (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box):   No fee required.   Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a -6 (i)(1) and 0 -11 .   SUPPLEMENT DATED NOVEMBER 18, 2024 TO PROXY STATEMENT DATED OCTOBER 31, 2024 This document is a supplement dated November 18, 2024 (the “Supplement”) to the proxy statement dated October 31, 2024 and first mailed to stockholders of Summit Midstream Corporation (the “Company”) on or about October 31, 2024 (the “Proxy Statement”) in connection with a special meeting (as the same may be adjourned or postponed, the “Special Meeting”) of common stockholders of the Company which will be held on November 29, 2024 at 2:00 p.m., Central Time for the following purposes: 1.        To consider and vote upon a proposal to approve, for purposes of complying with Section 312.03 of the New York Stock Exchange (the “NYSE”) Listed Company Manual, the issuance of up to 7,471,008 shares of the Company’s Class B common stock, par value $0.01 per share (the “Class B Common Stock”, which will be a non -economic voting interest), together with up to 7,471,008 common units representing limited partner interests (the “Common Units”) of Summit Midstream Partners, LP, a Delaware limited partnership (the “Partnership”), to Tall Oak Midstream Holdings, LLC, a Delaware limited liability company (“Tall Oak”), and the potential issuance of the underlying shares of Company Common Stock upon the redemption and exchange of the Class B Common Stock and Common Units pursuant to the Business Contribution Agreement, dated as of October 1, 2024, by and among the Company, the Partnership and Tall Oak (the “Issuance Proposal”). 2.        To consider and vote upon a proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies if there are insufficient votes for, or otherwise in connection with, the approval of the Issuance Proposal (the “Adjournment Proposal” and, together with the Issuance Proposal, the “Proposals”). INTRODUCTION AND EXPLANATORY NOTE Capitalized terms used herein, but not otherwise defined, shall have the meanings ascribed to such terms in the Proxy Statement. Except as described in this Supplement, the information provided in the Proxy Statement relating to the Transaction continues to apply. This Supplement and the documents referred to in this Supplement should be read in conjunction with the Proxy Statement, the annexes and exhibits to the Proxy Statement, and the documents referred to in the Proxy Statement, each of which should be read in its entirety. To the extent that information in this Supplement differs from, updates, or conflicts with information contained in the Proxy Statement, the information in this Supplement supersedes the information in the Proxy Statement. This Supplement should be read in conjunction with the Proxy Statement and the Proxy Statement should be read in its entirety. The purpose of this Supplement is to supplement the Proxy Statement with additional information (the “Supplemental Disclosures”) concerning the Transaction. Except as described in this Supplement, the information provided in the Proxy Statement is not amended, supplemented, or otherwise modified. As of the date of this supplement, the Company is aware of eight demand letters (each, a “Demand Letter,” and together, the “Demand Letters”) that have been sent to the Company by counsel to purported stockholders of the Company. In addition, one complain