Summit Midstream (SMC) Proxy filing summary

Executive summary

• Entered into a definitive agreement to acquire Tall Oak Midstream Operating, LLC for $155M in cash, 7.5M shares of Class B common stock and partnership units, and up to $25M in earnout payments through March 2026.

• Acquisition expands operations into the Arkoma Basin, adding 440 MMcf/d processing capacity, 400+ miles of pipelines, and 300,000+ dedicated acres.

• Transaction expected to close in Q4 2024, subject to shareholder and regulatory approvals.

• Deal is structured to be value accretive, reducing pro forma leverage from 4.4x to 3.8x and positioning for future capital returns.

Voting matters and shareholder proposals

• Shareholder approval is required for the issuance of equity consideration under NYSE rules.

• Proxy statement will be filed with the SEC; shareholders are urged to read all materials before voting.

• Special meeting of shareholders will be convened to approve the transaction.

Board of directors and corporate governance

• Board will expand from seven to eleven directors at closing, with Tailwater Capital gaining the right to appoint up to four directors based on ownership thresholds.

• Majority of the pro forma board will remain independent; existing management team will continue.

• Tailwater’s board representation decreases as its ownership stake declines.