Summit Midstream (SMC) Proxy filing summary

Executive summary

• The proxy filing seeks shareholder approval for the issuance of up to 7,471,008 shares of Class B common stock and an equal number of common units to Tall Oak Midstream Holdings, LLC, as part of a $425 million acquisition transaction, including $155 million in cash and up to $25 million in earnout payments through March 2026.

• The transaction will result in existing shareholders owning approximately 59% of the combined company, with Tall Oak and its designees holding 41%, and Tailwater Capital gaining significant board representation.

• The board unanimously recommends voting in favor of both the issuance and adjournment proposals, citing strategic, operational, and financial benefits, including increased scale, asset portfolio, and financial flexibility.

Voting matters and shareholder proposals

• Shareholders are asked to approve the issuance of Class B common stock and common units to Tall Oak, and to approve adjournment of the meeting if more time is needed to secure votes.

• Approval is required under NYSE rules as the new securities represent more than 20% of the voting power pre-issuance.

• Failure to approve the issuance will prevent the transaction from closing; the adjournment proposal is only relevant if the issuance proposal lacks sufficient support.

Board of directors and corporate governance

• The board will expand to eleven members post-closing, with Tailwater entitled to designate up to four directors, subject to step-downs as its ownership decreases.

• The board retains the right to change its recommendation if a superior offer emerges, following a defined negotiation process.