Connect Midstream Files 13D on Summit Midstream

TL;DR

**Connect Midstream just took a big stake in Summit Midstream. Watch this space.**

AI Summary

On December 2, 2024, Connect Midstream, LLC, along with Edward Herring and Jason H. Downie, filed a Schedule 13D regarding Summit Midstream Corp. The filing indicates a change in beneficial ownership, though specific dollar amounts and the exact percentage of shares acquired are not detailed in this initial filing.

Why It Matters

This filing signals a significant stake taken by Connect Midstream and associated individuals in Summit Midstream Corp, potentially leading to changes in corporate strategy or control.

Risk Assessment

Risk Level: medium — A Schedule 13D filing indicates a significant ownership stake, which can lead to activist investor behavior or a takeover attempt, introducing uncertainty.

Key Players & Entities

• Connect Midstream, LLC (company) — Filing entity
• Summit Midstream Corp (company) — Subject company
• Edward Herring (person) — Group member filing
• Jason H. Downie (person) — Group member filing
• Brian Blakeman (person) — Authorized contact for notices

FAQ

Key Financial Figures

• $0.01 — ame of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securiti
• $425,000,000 — ge for an aggregate amount equal to (i) $425,000,000, consisting of (x) $155,000,000 in cash
• $155,000,000 — to (i) $425,000,000, consisting of (x) $155,000,000 in cash consideration, subject to certa
• $25,000,000 — ng through March 31, 2026 not to exceed $25,000,000 in the aggregate that Tall Oak Parent m

Filing Documents

• ea0222938-13dconnect_summit.htm (SC 13D) — 89KB
• ea022293801ex24_summit.htm (EX-24) — 7KB
• 0001213900-24-105108.txt ( ) — 98KB

Security and Issuer

Item 1. Security and Issuer This Schedule 13D (this “Schedule 13D”) relates to the Common Stock of Summit Midstream Corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 901 Louisiana Street, Suite 4200, Houston, Texas, 77002 and its jurisdiction of incorporation is Delaware.

Identity and Background

Item 2. Identity and Background (a)-(c) This Schedule 13D is being jointly filed pursuant to a Joint Filing Agreement attached hereto as Exhibit 24 and incorporated herein by reference, by each of the following persons (collectively, the “Reporting Persons”) pursuant to Rule 13d-1(k) promulgated by the Securities and Exchange Commission pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): (i) Connect Midstream, LLC (“Connect Midstream”); (ii) Tailwater Energy Fund III LP (“Tailwater Energy”) ; (iii) Tailwater Capital LLC (“Tailwater Capital”); (iv) Jason H. Downie; and (v) Edward Herring. The Principal Business of Connect Midstream is to hold the reported securities. The principal business address of Connect Midstream is 2021 McKinney Ave, Suite 1250, Dallas, Texas, 75201 . The principal business of Tailwater Energy is to serve as the sole member of Connect Midstream. The principal business of Tailwater Capital is to serve as the sole member of Tailwater GP EF-III GP, LLC (“ TW GP EF-III GP, LLC”). Jason H. Downie and Edward Herring are both Managing Partners of Tailwater Capital. The principal office address of Tailwater Energy and Tailwater Capital is 2021 McKinney Ave., Suite 1250, Dallas, Texas 75201. (d)-(e) During the last five years, the Reporting Person has not been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors). During the last five years, the Reporting Person has not been party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Source and Amount

Item 3. Source and Amount of Funds or Other Consideration The information set forth in Item 4 of this Schedule 13D is hereby incorporated herein by reference into this Item 3.

Purpose of Transaction

Item 4. Purpose of Transaction Business Contribution Agreement Pursuant to 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, Tall Oak Parent contributed all of its equity 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 Class B Shares and 7,471,008 Common Units 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. Upon consummation of the foregoing, the reported securities were distributed by Tall Oak Parent to Connect Midstream. The foregoing description of the Business Contribution Agreement does not purport to be complete and is qualified in its entirety by the full text of the Business Contribution Agreement, a copy of which is filed as Exhibit 2.1 to the Issuer’s current report on Form 8-K filed with the SEC on October 2, 2024, and is incorporated herein by reference. 7 Investor Agreement In connection with closing, Tall Oak Parent and the Company entered into that certain Investor and Registration Rights Agreement, dated as of December 2, 2024 (the “Investor Agreement”), which provides certain rights and obligations with respect to the governance of the Company, including rights to nominate a number of members of the board of directors of the

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer (a), (b) and (c) The information set forth in rows seven through eleven on the cover pages of this Schedule 13D is incorporated by reference into this Item 5. The reported securities represent 6,524,467 shares of Common Stoc k issuable in respect of an equivalent number of Common Units and Class B Shares beneficially owned by the Reporting Persons, which represents 37.99% of the shares of Common Stock outstanding as of the date hereof. Such percentage is calculated assuming 17,173,152 shares of Common Stock outstanding based upon (i) 10,648,685 Common Stock outstanding as of November 8, 2024, as reported on the in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 12, 2024, as increased by (ii) 6,524,467 shares of Common Stock issuable in respect of an equivalent number of Common Units and Class B Shares beneficially owned by the Reporting Persons. In this regard, Connect Midstream is the direct holder of 6,524,467 Common Units which are convertible into an equivalent number of shares of Common Stock. Connect Midstream is also the direct holder of 6,524,467 Class B Shares, which do not represent an economic interest in the Issuer but provide holders of Common Units with voting rights. Upon conversion of Common Units into shares of Common Stock, an equivalent number of Class B Shares are forfeited for no consideration.Tailwater Energy is the sole member of Connect Midstream. TW GP EF-III LP is the general partner of Tailwater Energy. TW GP EF-III GP, LLC is the general partner of TW GP EF-III LP. Tailwater Capital LLC is the sole member of TW GP EF-III GP, LLC. Jason H. Downie and Edward Herring are both Managing Partners of Tailwater Capital. As a result of these relationships, each of the foregoing may be deemed to beneficially own the reported securities, provided that neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any of th

Contracts, Arrangements, Understandings or Relationships

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer The information contained in Item 4 of this Schedule 13D is hereby incorporated by reference into this Item 6.

Material to be Filed as Exhibits

Item 7. Material to be Filed as Exhibits Exhibit 24 Joint Filing Agreement, dated as of December 2, 2024, by and among the reporting persons. Exhibit 10.1 Business Contribution Agreement dated as of October 1, 2024, by and among the Company, the Partnership and Tall Oak Parent, filed as Exhibit 2.1 to the Issuer’s current report on Form 8-K filed with the SEC on October 2, 2024, and incorporated herein by reference. Exhibit 10.2 Investor and Registration Rights Agreement, dated as of December 2, 2024, by and among the Company and Tall Oak Parent, filed as Exhibit 10.2 to the Issuer’s current report on Form 8-K filed with the SEC on December 3, 2024 and incorporated herein by reference. 9 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: December 3, 2024 CONNECT MIDSTREAM, LLC By: /s/ Jason H. Downie Name: Jason H. Downie Title: Director TAILWATER ENERGY FUND III LP By: TW GP EF-III LP, its general partner By: TW GP EF-III GP, LLC, its general partner By: Tailwater Capital LLC, its sole member By: /s/ Jason H. Downie Name: Jason H. Downie Title: Managing Partner TAILWATER CAPITAL LLC By: /s/ Jason H. Downie Name: Jason H. Downie Title: Managing Partner By: /s/ Jason H. Downie Name: Jason H. Downie By: /s/ Edward Herring Name: Edward Herring 10