M&A - Summit Midstream Corp

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Form Type: 8-K

Filing Date: 2025-03-24

Corporate Action: Acquisition

Type: Update

Accession Number: 000202421825000040

Filing Summary: Summit Midstream Corporation updated on its previous filing regarding the completion of the Tall Oak Acquisition under the Business Contribution Agreement dated October 1, 2024. This transaction involved Tall Oak Parent contributing all equity interests in Tall Oak Midstream Operating, LLC to Summit Midstream Partners, LP in exchange for cash and equity consideration. The report includes the filing of additional pro forma financial information related to the acquisition, specifically the Unaudited Pro Forma Condensed Consolidated Statement of Operations for the year ended December 31, 2024, as Exhibit 99.1.

Additional details:

Date Of Report: 2025-03-24


Previous Report Date: 2024-12-03


Amendment Date: 2024-12-04


Business Contribution Agreement Date: 2024-10-01


Exhibit 99 1 Description: Unaudited Pro Forma Condensed Consolidated Statement of Operations for the Year Ended December 31, 2024.


Form Type: 8-K

Filing Date: 2025-03-14

Corporate Action: Acquisition

Type: New

Accession Number: 000202421825000025

Filing Summary: On March 10, 2025, Summit Midstream Corporation entered into a Membership Interest Purchase Agreement, under which it acquired all equity interests of Moonrise Midstream, LLC from Fundare Resources Company HoldCo, LLC for a total consideration of $90 million, comprising $70 million in cash and 462,265 shares of its common stock. The transaction closed simultaneously with the signing of the agreement. Additionally, a Registration Rights and Lock-Up Agreement was established, granting the seller registration rights for the issued shares and imposing certain transfer restrictions. Summit Midstream also issued a press release announcing the transaction on the closing date.

Additional details:

Membership Interest Purchase Agreement Date: 2025-03-10


Acquisition Amount: 90000000


Cash Consideration: 70000000


Common Stock Issued: 462265


Lock Up Period: 3 months


Initial Period: 6 months


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