Summit Midstream Corp. Files 8-K: Asset Deal, Equity Sales, Officer Changes

Ticker: SMC · Form: 8-K · Filed: Dec 3, 2024

Sentiment: neutral

Topics: acquisition, asset-disposition, equity-sale, officer-changes

TL;DR

Summit Midstream Corp. filed an 8-K detailing asset deals, equity sales, and executive changes effective Dec 2, 2024.

AI Summary

On December 2, 2024, Summit Midstream Corp. entered into a material definitive agreement related to the completion of an acquisition or disposition of assets. The company also reported on unregistered sales of equity securities, departure of directors or officers, and amendments to its articles of incorporation or bylaws. This filing also includes information on Regulation FD disclosures and financial statements.

Why It Matters

This 8-K filing indicates significant corporate actions by Summit Midstream Corp., including asset transactions and changes in its governance, which could impact its operational structure and financial performance.

Risk Assessment

Risk Level: medium — The filing covers multiple significant events including asset dispositions/acquisitions, equity sales, and changes in officers/directors, which inherently carry medium risk due to potential impacts on operations and shareholder value.

Key Numbers

Key Players & Entities

FAQ

What specific material definitive agreement was entered into by Summit Midstream Corp. on December 2, 2024?

The filing indicates the entry into a material definitive agreement related to the completion of an acquisition or disposition of assets, but the specific details of the agreement are not provided in this summary.

What type of assets were involved in the acquisition or disposition reported by Summit Midstream Corp.?

The filing mentions 'Completion of Acquisition or Disposition of Assets' as an item information, but does not specify the nature or type of assets involved.

Were there any unregistered sales of equity securities by Summit Midstream Corp. on or around December 2, 2024?

Yes, the filing lists 'Unregistered Sales of Equity Securities' as an item information, indicating such sales occurred.

Did any directors or officers depart from Summit Midstream Corp. around December 2, 2024?

Yes, the filing includes 'Departure of Directors or Certain Officers' as an item information, suggesting such departures took place.

What is the fiscal year end for Summit Midstream Corp.?

The fiscal year end for Summit Midstream Corp. is December 31.

Filing Stats: 3,951 words · 16 min read · ~13 pages · Grade level 13.5 · Accepted 2024-12-02 21:03:18

Key Financial Figures

Filing Documents

01 Entry Into a Material Definitive Agreement

Item 1.01 Entry Into a Material Definitive Agreement. On December 2, 2024 (the "Closing Date"), Summit Midstream Corporation, a Delaware corporation (the "Company"), consummated the previously announced transaction (the "Transaction") contemplated by that certain Business Contribution Agreement, dated as of October 1, 2024 (the "Business Contribution Agreement"), by and among the Company, Summit Midstream Partners, LP (the "Partnership") and Tall Oak Midstream Holdings, LLC ("Tall Oak"). On the Closing Date, pursuant to the terms of the Business Contribution Agreement, Tall Oak contributed all of its equity interests in Tall Oak Midstream Operating, LLC ("Tall Oak Opco"), to the Partnership, in exchange for aggregate consideration in an amount equal to (i) $425,000,000, which consisted of (x) $155,000,000 in cash consideration, 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") and (ii) up to $25 million contingent consideration in cash over certain measurement periods through March 31, 2026. On the Closing Date, Tall Oak transferred 6,524,467 of the Partnership Units and associated shares of Class B Common Stock to Connect Midstream, LLC, an entity controlled by Tailwater Energy Fund III, LP ("Tailwater"), and 946,541 of the Partnership Units and associated shares of Class B Common Stock to Tall Oak Midstream Investments, LLC ("TOMI"), a third party unaffiliated with either the Company or Tall Oak. As a result, as of December 2, 2024, Connect Midstream, LLC owns approximately 36% of the Company's outstanding voting equity and TOMI owns approximately 5% of the Company's outstanding voting equity. The information set forth above is qualified in its entirety by reference to the full text of the Business Contribution Agreement, a

01. Completion of Acquisition or Disposition of Assets

Item 2.01. Completion of Acquisition or Disposition of Assets The disclosure set forth in Item 1.01 above is incorporated by reference into this Item 2.01. On the Closing Date, as a result of the consummation of the Transaction and on the terms and pursuant to the conditions contained in the Business Contribution Agreement, the Partnership received all of the issued and outstanding equity interest of Tall Oak Opco from Tall Oak. The aggregate consideration for the Transaction was $155 million in cash consideration, the Securities, and up to $25 million contingent consideration in cash over certain measurement periods through March 31, 2026. The foregoing description does not purport to be complete and is qualified in its entirety by reference to the complete text of the Business Contribution Agreement, a copy of which was filed as Exhibit 2.1 to the Company's Current Report on Form 8-K filed on October 2, 2024, and is incorporated herein by reference.

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. The information included in each of Item 1.01 and Item 2.01 of this Current Report on Form 8-K, insofar as it pertains to the issuance and sale of the Securities and the terms by which such Securities may be redeemed or exchanged for the Company's Common Stock, is incorporated into this Item 3.02 by reference. Such issuances of the Securities did not involve public offerings and were exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), pursuant to Section 4(a)(2) of the Securities Act. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. The information set forth in Items 1.01 and 3.02 regarding the Partnership Agreement, Investor and Registration Rights Agreement and the Certificate of Designation is incorporated by reference into this Item 5.02. The descriptions do not purport to be complete and are qualified in their entirety by reference to the full text of the Partnership Agreement, the Investor and Registration Rights Agreement and the Certificate of Designation, copies of which are filed as Exhibits 10.1, 10.2 and 3.1 hereto, respectively, and incorporated herein by reference. Appointment of Directors Effective as of the Closing Date, pursuant to the terms of the Partnership Agreement, Investor and Registration Rights Agreement and the Certificate of Designation and as approved by the Board, Messrs. Jason Downie, Edward Herring, Stephen Lipscomb and Drew Winston (each a TW Director and, collectively, the "TW Directors") were appointed to fill four new positions on the Board, in each case to serve until the Company's 2025 Annual Meeting of Stockholders or until his successor shall be elected and qualified, or, if earlier, until his death, disability, resignation, disqualification or removal from office. 4 Accordingly, as of consummation of the T

03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. The disclosure with respect to the Certificate of Designations set forth in Item 1.01 above is incorporated by reference into this Item 5.03.

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On the Closing Date, the Company issued a press release announcing the Closing of the Transaction. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information in this Item 7.01, including Exhibit 99.1 to this Current Report on Form 8-K, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange 5 Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (a) Financial statements of businesses or funds acquired. The Company intends to file financial statements required by this Item 9.01(a) under the cover of an amendment to this Current Report on Form 8-K no later than seventy-one (71) calendar days after the date on which this Form 8-K was required to be filed. (b) Pro forma financial information. The Company intends to file the pro forma financial information that is required by this Item 9.01(b) under the cover of an amendment to this Current Report on Form 8-K no later than seventy-one (71) calendar days after the date on which this Form 8-K was required to be filed. (d) Exhibits Exhibit Number Description 3.1 Certificate of Designation, filed by the Company with the Secretary of State of the State of Delaware on December 2, 2024. 10.1 Sixth Amended and Restated Agreement of Limited Partnership of Summit Midstream Partners, LP, by and among Summit Midstream Corporation, Summit Midstream GP, LLC, and Tall Oak Midstream Holdings, LLC, dated as of December 2, 2024. 10.2 Investor and Registration Rights Agreement, by and between Summit Midstream Corporation and Tall Oak Midstream Holdings, LLC, dated as of December 2, 2024. 10.3 First Amendment to Amended and Restated Loan and Security Agreement, dated November 29, 2024, among Summit Midstream Corporation, Summit Midstream Partners, LP, Summit Midstream Holdings, LLC, the lenders party thereto and Bank of America, N.A., as agent for such lenders. 99.1 Press Release, dated December 2, 2024. 104 Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document 6

SIGNATURES

SIGNATURES 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. Summit Midstream Corporation Dated: December 2, 2024 /s/ Matthew B. Sicinksi Matthew B. Sicinski, Senior Vice President and Chief Accounting Officer 3

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