Summit Midstream Corp
For the period ended May 8, 2025. Filed Apr 10, 2025.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 8, 2025 · Filed Apr 10, 2025
Contents
Cover page
Show cover page
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
––––––––––––––––––––––––––––––––––
SCHEDULE 14A Information
––––––––––––––––––––––––––––––––––
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
| Filed by the Registrant | ☒ |
|---|---|
| Filed by a Party other than the Registrant | ☐ |
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
(Name of Registrant as Specified In Its Charter)
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required. |
|---|---|
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
April 10, 2025
Dear Fellow Summit Investors,
We invite you to attend our Annual Meeting of Stockholders to be held virtually on Thursday, May 8, 2025 (the “2025 Annual Meeting”). Thank you for your investment in Summit Midstream Corporation (“Company”). I wanted to take this opportunity to provide you with a brief update on the Company.
Strategic review. At the beginning of 2024, Summit was mid-way through a strategic alternatives review to evaluate opportunities ranging from the sale of specific assets to consideration for the whole Partnership. After careful consideration of the alternatives, the Company elected to pursue a series of transactions and a corporate strategy that we believed would maximize value for our investors in 2024 and beyond.
Sale of Northeast Segment. Following the conclusion of the strategic alternatives review, Summit proceeded in the first and second quarters to divest its Northeast segment (consisting of Summit Midstream Utica, Ohio Gathering Company, Ohio Condensate Company, and Mountaineer Midstream) in two separate transactions for $700 million in total cash proceeds. These divestitures immediately reduced leverage from 5.4x to 3.9x and drove an immediate increase in Summit’s unit price.
Debt Reduction and Maturity Optimization. In addition to using proceeds from the Northeast sales to pay down debt, in the third quarter we executed a series of refinancing transactions that reduced the total quantum of debt outstanding, reduced our overall cost of capital, and pushed the nearest debt maturity out to 2029.
Corporate Reorganization. Also in the third quarter, with the support of our investors at a special meeting in July we simplified our corporate structure effective August 1, 2024 by reorganizing from a master limited partnership to a corporation, which broadened our investor base and significantly improved our overall trading liquidity.
Tall Oak Acquisition. From this series of transactions Summit emerged with a stronger balance sheet, with a simplified corporate structure that made our equity easier to own, and with ample liquidity and a higher-value equity currency. In the fourth quarter, again with support from our investors at a special meeting, we took advantage of that position to pursue our corporate strategy of rebuilding scale with the value- and credit-accretive acquisition of Tall Oak Midstream in the Arkoma Basin. This acquisition was financed largely with equity consideration. The acquisition not only materially increased Summit’s size and scale, but also increased Summit’s exposure to natural gas-oriented basins that are expected to ramp up production in the coming years to supply demand growth and LNG exports from the Gulf Coast.
Summit’s execution of its corporate plans and strategy in 2024 resulted in significant value creation for our investors and the momentum has continued into 2025:
In January 2025, we closed a $250 million add-on to our existing second lien notes.
In February and March, we announced and funded a reinstatement of the cash dividend on the corporate series A preferred equity, a necessary step toward resuming a common dividend in the future.
In March 2025, we signed and closed another strategic bolt-on acquisition of Moonrise Midstream, which further expands Summit’s gathering and processing capacity in Colorado’s DJ Basin. The Moonrise system is already connected to the Company’s existing DJ Basin assets, and we expect to extract significant operational and commercial synergies through the combined operational footprint.
We are very pleased with the progress we made in 2024 and are excited about the outlook and opportunity set for Summit to continue to drive value for our shareholders in 2025 and beyond.
At this year’s meeting, holders of the Company’s common stock, par value $0.01 per share (“common stockholders”), and holders of the Class B Common Stock, par value $0.01 per share (“Class B stockholders” and, together with the common stockholders, “stockholders”), voting together as a single class, will be asked to elect two Class I directors to our board of directors (the “Board”), ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2025, and approve an advisory resolution on our executive compensation. Class B stockholders, voting separately as a class, will be asked to elect one Class I director to the Board. The Board unanimously recommends that stockholders vote for each of the nominees for director (as applicable) and approve each of the other proposals. Please read our proxy statement for further details about the proposals.
We are sending stockholders of record at the close of business on April 1, 2025 a set of our proxy materials, including our proxy statement and our Annual Report on Form 10-K for the year ended December 31, 2024. You will also have the ability to access all of our proxy materials over the Internet atwww.astproxyportal.com/ast/29242.
Your vote is important to us and our business. Except for the proposal on the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2025, your broker cannot vote your common stock on your behalf until it receives your voting instructions. Please submit your proxy with voting instructions as soon as possible. You may submit your proxy over the Internet or by mail. To vote your shares electronically during the virtual 2025 Annual Meeting, you will need your control number found on your proxy card or voting instruction form.
We appreciate your investment in the Company and look forward to your participation at the 2025 Annual Meeting.
Sincerely,
J. Heath Deneke
Chairman of the Board, President
and Chief Executive Officer of
NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS
| Date and Time: | May 8, 2025 at 2:00 p.m. Central Time |
|---|---|
| Place: | Our 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”) will be held virtually via live webcast at www.web.lumiconnect.com/217371229 (password: summit2025). You will not be able to attend the 2025 Annual Meeting in person. |
| Participation: | Please see “Questions and Answers about the 2025 Annual Meeting” on page 3 for more information about attending the 2025 Annual Meeting, voting your shares of common stock, par value $0.01 per share (“common stock”), and Class B Common Stock, par value $0.01 per share (“Class B Common Stock”), in Summit Midstream Corporation, a Delaware corporation (“Summit” or the “Company”), and submitting questions during the 2025 Annual Meeting. |
| Agenda: | (1) To elect three Class I directors to serve until our annual meeting of stockholders to be held in 2028 or until their successors are elected and have been qualified; (2) To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2025; (3) To approve an advisory resolution on executive compensation; and (4) To transact any other business properly brought before the meeting or any adjournments thereof. |
| Record Date: | Only holders of common stock or Class B Common Stock (collectively, “stockholders”) who are holders of record as of the close of business on April 1, 2025 are entitled to vote at the 2025 Annual Meeting. |
| Voting: | YOUR VOTE IS IMPORTANT. Whether or not you plan to attend the 2025 Annual Meeting, please submit your proxy with voting instructions as soon as possible. • If you are a stockholder who is a holder of record, you may submit your proxy over the Internet or by mail as described on the proxy card. • If you hold your shares of common stock through a broker or other nominee, please follow the instructions that you receive from your broker or other nominee to ensure that your shares of common stock are voted. Submitting your proxy will not prevent you from attending the 2025 Annual Meeting and voting during the 2025 Annual Meeting. On or about April 10, 2025, we are sending stockholders who are holders of record at the close of business on April 1, 2025 a set of our proxy materials, including our proxy statement and our Annual Report on Form 10-K for the year ended December 31, 2024. On such date, you will have the ability to access all of our proxy materials over the Internet at www.astproxyportal.com/ast/29242. |
By order of the Board of Directors,
James D. Johnston
Executive Vice President, General Counsel,
Chief Compliance Officer and Secretary of
910 Louisiana Street, Suite 4200
Houston, Texas 77002
April 10, 2025
Important Notice Regarding the Availability of Proxy Materials for the
2025 Annual Meeting of Stockholders to be Held on May 8, 2025:
Our proxy statement and our Annual Report on Form 10-K for the year ended
December 31, 2024 are available atwww.astproxyportal.com/ast/29242
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.