DT Midstream (DTM) M&A Announcement summary

Deal rationale and strategic fit

• Acquisition of three FERC-regulated Midwest natural gas pipelines for $1.2 billion expands scale, aligns with a pure-play natural gas strategy, and enhances operational capabilities and geographic reach.

• Assets are highly complementary to the existing footprint, directly connecting to current pipelines and storage, and are located in regions with strong heating and power demand growth, including coal-to-gas switching and data center expansion.

• Pipelines are anchored by durable, demand-based contracts with longstanding utility customers, 85% of which are investment grade.

• Revenue is supported by take-or-pay contracts with a 90% demand-pull customer base.

• The acquisition brings a fully functional operating team, enhancing operational capabilities.

Financial terms and conditions

• $1.2 billion cash purchase, financed with $900 million of debt and $300 million of equity, with no assumed debt.

• Purchase price represents a 10.5x multiple on expected 2025 adjusted EBITDA.

• Transaction is immediately accretive to distributable cash flow per share and increases the pipeline segment to about 70% of 2025 Adjusted EBITDA.

• Commitment to maintaining an investment-grade leverage profile, targeting a long-term leverage ceiling of 4x.

• No synergies are assumed in the transaction.

Synergies and expected cost savings

• No synergies are assumed in the advertised economics; however, commercial synergies are expected from network interconnectivity and enhanced service offerings.

• Opportunities exist to unlock value by offering broader services to customers due to improved connectivity.