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 potential earnout payments through March 2026.

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

• The board unanimously recommends voting in favor of both the issuance and adjournment proposals, citing increased scale, enhanced asset portfolio, improved financial flexibility, and the ability to return capital to shareholders as key benefits.

• The transaction is expected to close in Q4 2024, subject to shareholder approval and regulatory clearances.

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 the potential adjournment of the special meeting if more time is needed to secure votes.

• Approval is required under NYSE rules as the new securities will represent more than 20% of the company’s voting power.

• Failure to approve the issuance will prevent the transaction from closing.

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’s recommendation is based on strategic, operational, and financial benefits, and a fairness opinion from Guggenheim Securities.