Summit Midstream Corporation filed SEC Form 8-K: Other Events, Financial Statements and Exhibits
$SMC
Natural Gas Distribution
Utilities
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 24, 2025
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Item 8.01 Other Events.
As previously reported, on December 3, 2024, Summit Midstream Corporation, a Delaware corporation (the “Company”), filed a Current Report on Form 8-K (the “Original Report”) with the Securities and Exchange Commission announcing that the Company completed the transaction contemplated in the Business Contribution Agreement, dated as of October 1, 2024, by and among the Company, Summit Midstream Partners, LP, a Delaware limited partnership (“SMLP”), and Tall Oak Midstream Holdings, LLC, a Delaware limited liability company (“Tall Oak Parent”), pursuant to which Tall Oak Parent contributed all of its equity interests in Tall Oak Midstream Operating, LLC, a Delaware limited liability company (“Tall Oak”), to SMLP in exchange for certain cash and equity consideration from the Company (the “Tall Oak Acquisition”). The Company amended the Original Report on December 4, 2024 to file (i) the audited consolidated financial statements of Tall Oak and its subsidiaries as of and for the years ended December 31, 2023 and 2022, (ii) the unaudited consolidated financial statements of Tall Oak and its subsidiaries as of September 30, 2024 and December 31, 2023 and for the nine month periods ended September 30, 2024 and September 30, 2023, (iii) the unaudited pro forma condensed consolidated balance sheet of the Company as of September 30, 2024, (iv) the unaudited pro forma condensed consolidated statement of operations of the Company for the nine months ended September 30, 2024 and (v) the unaudited pro forma condensed consolidated statement of operations of the Company for the year ended December 31, 2023. The Company is filing this Current Report on Form 8-K to provide certain additional pro forma financial information relating to the Tall Oak Acquisition.
The following unaudited pro forma financial information of the Company is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference:
•Unaudited Pro Forma Condensed Consolidated Statement of Operations for the year ended December 31, 2024.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Description | |||||||
| 99.1 | ||||||||
| 104 | Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document | |||||||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Summit Midstream Corporation | |||||||||||
| (Registrant) | |||||||||||
| Dated: | March 24, 2025 | /s/ Matthew B. Sicinski | |||||||||
| Matthew B. Sicinski, Senior Vice President and Chief Accounting Officer | |||||||||||
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