Summit Midstream Corp (SMC): M&A transaction — Summit Midstream closes $155M cash + equity acquisition of Tall Oak Midstream III

Summit Midstream Corp

Total consideration: $155M cash, 7.5M Partnership units + Class B shares, up to $25M contingent; pro forma leverage ~3.8x.
Special meeting: ~76.7% shares voted, 99.8% in favor of equity issuance.
Board expanded from 7 to 11; four Tailwater-affiliated directors appointed: Downie, Herring, Lipscomb, Winston.
Tall Oak (Tailwater) owns 36% voting equity; lock-up: 1 year for Tall Oak, 6 months for TOMI.
ABL credit facility amended to confirm no change of control from transaction.

item 1.01 item 2.01 item 3.02 item 5.02 item 5.03 item 7.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

Summit Midstream Corp completed an acquisition involving Tall Oak Midstream Holdings, LLC for $425,000,000, which consisted of (x) $155,000,000 in cash consideration, and (y) 7,471,008 shares of Class B common stock ... and 7,471,008 common units ... and (closed 2024-12-02).

Action: acquisition
Counterparty: Tall Oak Midstream Holdings, LLC
Consideration: $425,000,000, which consisted of (x) $155,000,000 in cash consideration, and (y) 7,471,008 shares of Class B common stock ... and 7,471,008 common units ... and
Closing: 2024-12-02

Exact text from the filing

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

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Summit Midstream Corp filing history →

Source: SEC EDGAR

accession 0002024218-24-000041

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