UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

__________________________________________

SCHEDULE 14A

__________________________________________

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No.     )

Check the appropriate box:

Summit Midstream Corporation
(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 the appropriate box):

PRELIMINARY PROXY MATERIALS — SUBJECT TO COMPLETION
DATED OCTOBER 21, 2024

910 Louisiana Street
Suite 4200
Houston, Texas 77002

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS — YOUR VOTE IS VERY IMPORTANT

To Our Stockholders:

Notice is hereby given that a special meeting of stockholders of Summit Midstream Corporation (the “Company”) will be held virtually, conducted via live audio webcast on [•], 2024, at [•], Central Time (the “Special Meeting”). You will be able to attend the Special Meeting online by visiting https://web.lumiconnect.com/275506380 (password: summit2024). You will also be able to vote your shares electronically at the Special Meeting.

The Special Meeting is being held to consider and act on the following matters:

1.      To consider and vote upon a proposal to approve, for purposes of complying with Section 312.03 of the New York Stock Exchange (the “NYSE”) Listed Company Manual, the issuance of up to 7,471,008 shares of the Company’s Class B common stock, par value $0.01 per share (the “Class B Common Stock”, which will be a non-economic voting interest), together with up to 7,471,008 common units representing limited partner interests (the “Common Units”) of Summit Midstream Partners, LP, a Delaware limited partnership (the “Partnership”), to Tall Oak Midstream Holdings, LLC, a Delaware limited liability company (“Tall Oak”), and the potential issuance of the underlying shares of Company Common Stock upon the redemption and exchange of the Class B Common Stock and Common Units pursuant to the Business Contribution Agreement, dated as of October 1, 2024, by and among the Company, the Partnership and Tall Oak (the “Issuance Proposal”).

2.      To consider and vote upon a proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies if there are insufficient votes for, or otherwise in connection with, the approval of the Issuance Proposal (the “Adjournment Proposal” and, together with the Issuance Proposal, the “Proposals”).

Only stockholders of record at the close of business on [•], 2024, the record date for the Special Meeting, are entitled to notice of, and to vote at, the Special Meeting or any adjournment, postponement or continuation thereof. A majority in voting power of the outstanding shares of common stock, par value $0.01 per share (the “Common Stock”), of the Company entitled to vote thereat must be present online or represented by proxy at the Special Meeting to constitute a quorum. Therefore, all stockholders are urged to attend the Special Meeting or to be represented by proxy.

The Board unanimously recommends that you vote FOR the Issuance Proposal and FOR any Adjournment Proposal, if presented.

YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU EXPECT TO ATTEND THE SPECIAL MEETING, PLEASE SUBMIT YOUR PROXY IN ONE OF THE FOLLOWING WAYS:

•        If you hold your Common Stock in the name of a bank, broker or other nominee, you should follow the instructions provided by your bank, broker or other nominee when voting your Common Stock.

•        If you hold your Common Stock in your own name, you may submit your proxy by:

•        using the Internet website shown on the proxy card; or

•        marking, signing, dating and promptly returning the enclosed proxy card in the postage-paid envelope. It requires no postage if mailed in the United States.

Your attention is directed to the proxy statement accompanying this Notice (including the annexes thereto and the other documents referred to therein) for a more complete description of each of the Proposals. You are urged to read this proxy statement and the annexes carefully and in their entirety. If you have any questions concerning the Proposals or this proxy statement, would like additional copies or need help voting your Common Stock, please contact the Company’s proxy solicitor:

Sodali & Co.
430 Park Avenue, 14th Floor
New York, NY 10022
Call toll-free at (800) 662-5200 (in North America)
or +1 (203) 658-9400 (outside of North America)
Email: smc@info.sodali.com

TABLE OF CONTENTS

SUMMIT MIDSTREAM CORPORATION

PROXY STATEMENT

Special Meeting of Stockholders

To Be Held on [•], 2024

INTRODUCTION

This proxy statement and the accompanying proxy card are being furnished to the stockholders of Summit Midstream Corporation, which is referred to in this proxy statement as the “Company,” “Summit Midstream,” “we,” “us” or “our,” in connection with the solicitation by or on behalf of the Board of Directors of the Company, or the “Board,” of proxies to be voted at a special meeting of stockholders of the Company (the “Special Meeting”), to be held at [•], Central Time, on [•], 2024, and at any adjournment, postponement or continuation thereof.

At the Special Meeting, we are seeking stockholder approval: (i) for purposes of complying with Section 312.03 of the New York Stock Exchange (the “NYSE”) Listed Company Manual, the issuance of up to 7,471,008 shares of the Company’s Class B common stock, par value $0.01 per share (the “Class B Common Stock”, which will be a non-economic voting interest), together with up to 7,471,008 common units representing limited partner interests of Summit Midstream Partners, LP, a Delaware limited partnership (the “Partnership”), to Tall Oak Midstream Holdings, LLC, a Delaware limited liability company (“Tall Oak”), pursuant to the Business Contribution Agreement (the “Business Contribution Agreement”) dated as of October 1, 2024, by and among the Company, the Partnership and Tall Oak (the “Issuance Proposal”); and (ii) for the adjournment of the Special Meeting, if deemed necessary or appropriate (the “Adjournment Proposal” and, together with the Issuance Proposal, the “Proposals”).

Immediately following the closing of the Transaction (as defined below) and based on the estimated number of shares of the Company’s Common Stock, par value $0.01 per share (the “Common Stock”) prior to the execution of the Business Contribution Agreement, we estimate that the existing stockholders of the Company are expected to own approximately an aggregate 59% equity interest in the combined company and Tall Oak and its designees are expected to own approximately an aggregate 41% of the Company’s outstanding voting equity. Immediately thereafter, Tall Oak will distribute the securities it received at Closing to Tailwater and Tall Oak Midstream Investments, LLC, a Delaware limited liability company and an unaffiliated third party of the Company and Tall Oak (“TOMI”). Subsequently, Tailwater is expected to own approximately 35% of the Company’s outstanding voting equity and TOMI is expected to own approximately 6% of the Company’s outstanding voting equity. Initially, subject to step-downs in connection with decreases in its equity ownership, Tailwater will be entitled to designate up to four directors for election to the Board, which will be expanded accordingly upon the consummation of the Transaction to eleven members.

This proxy statement provides extensive information regarding the transactions among us, Tall Oak, and certain other parties identified herein, as contemplated by the Business Contribution Agreement (the “Transaction”). However, we are not seeking stockholder approval for any portion of the Transaction other than the Issuance Proposal, as required under and for the purposes of complying with Section 312.03 of the NYSE Listed Company Manual. As more fully discussed in this proxy statement, our Board believes that the Transaction will benefit the Company and its stockholders by increasing the Company’s scale, its gathering and processing system capacity, and its exposure to natural gas oriented basins, while strengthening the Company’s balance sheet and accelerating the Company’s ability to return capital to the stockholders via distributions and/or share buybacks, which will be subject to Board determination and approval. If you vote against the Issuance Proposal, you are, in effect, voting against the Transaction as a whole.

The Special Meeting will be a virtual meeting of stockholders, conducted via live audio webcast. You will be able to attend the Special Meeting online by visiting https://web.lumiconnect.com/275506380 (password: summit2024). You will also be able to vote your shares electronically at the Special Meeting. You will not be able to attend the Special Meeting in person.

This proxy statement is dated            , 2024, and is first being mailed to stockholders of the Company on or about            , 2024. Our principal executive offices are located at 910 Louisiana Street, Suite 4200, Houston, Texas 77002.

SUMMARY TERM SHEET

This summary term sheet, together with the sections entitled “Questions and Answers About the Proposals” and “Summary of the Proxy Statement,” summarizes certain information contained in this proxy statement, but does not contain all of the information that is important to you. You should read carefully this entire proxy statement, including the attached Annexes, and the other documents referred to herein, for a more complete understanding of the matters to be considered at the Special Meeting. In addition, for definitions used commonly throughout this proxy statement, including this summary term sheet, please see the section entitled “Frequently Used Terms.”

•        Summit Midstream Corporation, a Delaware corporation which we refer to as “we,” “us,” “our,” or the “Company,” was incorporated in Delaware on May 14, 2024, as a result of a corporate reorganization of Summit Midstream Partners, LP, a Delaware master limited partnership (the “Partnership”), in which the Company was incorporated to serve as the new parent holding company of the Partnership. The Company owns the Partnership as a direct wholly owned subsidiary and has no significant assets other than the stock and other voting securities of its subsidiaries.

•        As of [•], 2024, the record date for the Special Meeting, there were 10,648,645 shares of Common Stock issued and outstanding, no shares of Class B Common Stock issued and outstanding, and there were 65,508 shares of the Company’s Series A Preferred Stock issued and outstanding.

•        On October 1, 2024, the Company and the Partnership entered into the Business Contribution Agreement with Tall Oak, pursuant to which Tall Oak will contribute the Tall Oak Interests to the Partnership, in exchange for consideration in an aggregate amount equal to (i) $425,000,000, consisting of (x) $155,000,000 in cash consideration, subject to certain adjustments contemplated by the Business Contribution Agreement, and (y) 7,471,008 shares of Class B Common Stock and 7,471,008 Common Units, plus (ii) potential earnout payments continuing through March 31, 2026 not to exceed $25,000,000 in the aggregate (the “Earnout Payments”) that Tall Oak may become entitled to receive pursuant to the Business Contribution Agreement, subject to Tall Oak achieving certain business milestones. For more information about the transactions contemplated by the Business Contribution Agreement, please see the section entitled “The Transaction — Business Contribution Agreement.”

•        For information about the Company and the Partnership, please see the section entitled “Information About the Company Parties — The Company” and “— The Partnership.”

•        For information about Tall Oak and its affiliates that are party to the Transaction, please see the sections entitled “Information About the Tall Oak Parties” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Tall Oak Midstream and Tall Oak Subsidiaries.”

•        It is anticipated that, upon completion of the Transaction: (i) the Company’s current stockholders will own approximately 59% of the Company’s voting securities and (ii) Tall Oak and its designees are expected to own approximately an aggregate 41% of the Company’s outstanding voting securities. Immediately thereafter, Tall Oak will distribute the Transaction Securities it received at Closing to Tailwater and TOMI, an unaffiliated third party of the Company and Tall Oak. Subsequently, Tailwater is expected to own approximately 35% of the Company’s outstanding voting securities and TOMI is expected to own approximately 6% of the Company’s voting securities. Please see the section entitled “The Transaction.”

•        Our Board considered various factors in determining whether to approve the Business Contribution Agreement and the Transaction contemplated thereby, including the potential to increase the Company’s scale and gathering system capacity, strengthen the Company’s balance sheet and accelerate the Company’s ability to return capital to the stockholders via distributions and/or share buybacks. For more information about the Board’s reasons for approving the Transaction, see the section entitled “The Transaction — Reasons for the Transaction; Recommendation of the Board.”

•        At the Special Meeting, the stockholders of the Company will be asked to consider and vote upon (i) for purposes of complying with Section 312.03 of the NYSE Listed Company Manual, the Issuance Proposal, and, if necessary, (ii) the Adjournment Proposal, which is not conditioned on the approval of the Issuance Proposal. Please see the sections entitled “Proposal No. 1 — The Issuance Proposal,” “Proposal No. 2 — The Adjournment Proposal.”

•        The Special Meeting will be held at [•], Central Time, on [•], 2024, which will be a virtual meeting of stockholders, conducted via live audio webcast. Stockholders of the Company may attend the Special Meeting online by visiting https://web.lumiconnect.com/275506380 (password: summit2024). You will not be able to attend the Special Meeting in person. For more information on how to vote your shares, please see the section entitled “The Special Meeting.”

•        Unless waived by the parties to the Business Contribution Agreement, and subject to applicable law, the closings of the Transaction are subject to a number of conditions set forth in the Business Contribution Agreement, including, among others, the receipt of stockholder approval for the Issuance Proposal contemplated by this proxy statement. For more information about the closing conditions to the Transaction, please see the sections entitled “The Transaction — Business Contribution Agreement — Closing Conditions.”

•        The Business Contribution Agreement may be terminated at any time prior to the consummation of the Transaction upon agreement of the parties thereto, or by the Company, the Partnership or Tall Oak in specified circumstances. For more information about the termination rights under the Business Contribution Agreement, please see the section entitled “The Transaction — Business Contribution Agreement — Termination.”

•        The proposed Transaction involves numerous risks. For more information about these risks, please see the section entitled “Risk Factors” beginning on page 41 of this proxy statement.

•        In connection with the Closing of the Transaction, the Company, the General Partner and Tall Oak will enter into the A&R Partnership Agreement, which will set forth, among other things, the rights and obligations of the general and limited partners of the Partnership. For more information about the rights and obligations under the A&R Partnership Agreement, please see the section entitled “The Transaction — A&R Partnership Agreement.”

•        At the Closing, the Company will enter into the Investor Agreement with Tall Oak, pursuant to which Tall Oak (and its permitted transfers and assigns) will be granted certain registration rights with respect to the Company’s Common Stock issuable upon conversion of the Common Units and Class B Common Stock, including Tailwater’s right to designate up to four directors for election to the Company’s Board, pursuant to certain conditions provided therein. For more information about the registration and other rights under the Investor Agreement, please see the section entitled “The Transaction — Investor Agreement.”

•        At the Closing, pursuant to the Business Contribution Agreement, the Company will issue 7,471,008 shares of Class B Common Stock and the Partnership will issue 7,471,008 Common Units to Tall Oak and its designees via a certificate of designation. For more information about the issuance of the Company’s Class B Common Stock to Tall Oak, please see the Section entitled “The Transaction — Certificate of Designation.”

•        In connection with the Closing of the Transaction, certain subsidiaries of the Company and Tall Oak, respectively, will enter into the Transition Services Agreement, which will provide for the administration of certain customary transition services for a period of time following the Closing. For more information about the transition services to be provided following the Closing, please see the section entitled “The Transaction — Transition Services Agreement.”

EXPLANATORY NOTE

On August 1, 2024, Summit Midstream Corporation (the “Company” or “SMC”) completed the corporate reorganization of Summit Midstream Partnership, LP (the “Partnership” or “SMLP”) to convert from a master limited partnership to a C corporation (the “Corporate Reorganization”). The Corporate Reorganization was accomplished through a merger (the “Merger”) between the Partnership and Summit SMC NewCo, LLC, a wholly owned subsidiary of the Company, pursuant to which all of the common units representing limited partner interests in the Partnership outstanding prior to August 1, 2024 were converted into the right to receive shares of common stock, par value $0.01 per share (“Common Stock”), of the Company and all of the 9.50% Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units representing limited partner interests in the Partnership were converted into the right to receive shares of Series A Floating Rate Cumulative Redeemable Perpetual Preferred Stock, par value $0.01 per share (“Series A Preferred Stock”), of the Company. The Partnership survived the Merger as a wholly owned subsidiary of the Company. As a result of the Merger, the Company is the successor issuer of the Partnership pursuant to Rule 12g-3(a) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The common stock, par value $0.01 per share (the “Common Stock”) of the Company began trading on the New York Stock Exchange (“NYSE”) under the symbol “SMC” on August 1, 2024.

This proxy statement incorporates by reference the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2023 and the Quarterly Report on Form 10-Q for the period ended June 30, 2024. Such documents do not reflect the change in the Company’s name, type of legal entity, capital stock, or U.S. federal income tax classification, among other things. With respect to such information, the statement or information previously contained or incorporated by reference in this proxy statement shall also be deemed modified or superseded to (i) reflect changes as a result of the Corporate Reorganization to the Company’s name, type of legal entity, capital stock, U.S. federal income tax classification or otherwise or (ii) delete such statement or information to the extent it is no longer applicable at the time of incorporation as a direct or indirect result of the Corporate Reorganization.

FREQUENTLY USED TERMS

Unless otherwise stated or unless the context otherwise requires, the terms “we,” “us,” “our,” the “Company” and “Summit Midstream” refer to Summit Midstream Corporation, and the term “combined company” refers to the Company following the consummation of the Transaction. Unless otherwise stated, any references to the ownership of voting power of the combined company or of economic interests in the Partnership (following the consummation of the Transaction) assumes (i) 10,648,685 shares of Common Stock outstanding as of the Closing Date and (ii) no adjustments to the number of Common Units and shares of Class B Common Stock to be issued pursuant to the Business Contribution Agreement.

In this proxy statement:

“2025 Senior Notes” means Summit Holdings’ and Finance Corp.’s 5.75% senior unsecured notes due April 2025.

“2026 Secured Notes” means Summit Holdings’ and Finance Corp.’s 8.500% senior secured second lien notes due October 2026.

“2026 Unsecured Notes” means Summit Holdings’ and Finance Corp.’s 12.00% senior unsecured notes due October 2026.

“2029 Secured Notes” means Summit Holdings’ 8.625% Senior Secured Second Lien Notes due October 2029.

“A&R Partnership Agreement” means the Sixth Amended and Restated Agreement of Limited Partnership of the Partnership to be entered into at the Closing by and among the General Partner, as general partner, and the Company and Tall Oak, as limited partners, substantially in the form attached hereto as Annex B.

“A&R Security Agreement” means the Amended and Restated Loan and Security Agreement, dated as of July 26, 2024, by and among Summit Midstream Holdings, LLC, as borrower, the Partnership and certain subsidiaries party thereto, as guarantors, Bank of America, N.A., as agent.

“ABL Facility” means the $400 million asset-based credit facility, pursuant to the A&R Security Agreement.

“Arkoma” means VM Arkoma STACK, LLC, a Delaware limited liability company and wholly owned subsidiary of Tall Oak Opco.

“BCZ Holdings” means BCZ Land Holdings, LLC, a Delaware limited liability company and wholly owned subsidiary of Arkoma.

“Board” or “Board of Directors” means the board of directors of the Company.

“Business Contribution Agreement” means that certain Business Contribution Agreement, dated as of October 1, 2024, by and among the Company, the Partnership and Tall Oak.

“Change in Recommendation” means any bona fide offer received from a third party, whether in the form of a written merger agreement, unit purchase agreement, asset purchase agreement, unit exchange agreement or other similar agreement relating to a SMC Sale received (without solicitation) by the Company which on its terms and conditions the board of directors of the Company in good faith determines after consultation with the Company’s financial advisors and outside counsel, each of which must be nationally recognized, and after taking into account all legal, financial (including the financing terms of such proposal), regulatory, timing and other aspects of the proposal, all conditions contained therein and the person or entity making the proposal, is more favorable to the Company’s stockholders from a financial point of view than the transactions contemplated by the Business Contribution Agreement as set forth therein.

“Class B Common Stock” means the Class B common stock, par value $0.01 per share, of the Company.

“Closing” means the consummation of the Transaction to be consummated on the terms and subject to the conditions contained in the Business Contribution Agreement.

“Closing Date” means the date of the Closing.

“Code” means the Internal Revenue Code of 1986, as amended.

“Common Stock” means the common stock, par value $0.01 per share, of the Company.

“Common Units” means the common units representing limited partner interests in the Partnership.

“Consideration to be Paid” means 7,471,008 Common Units representing a 39.45% equity interest in the Partnership.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“FCC” means the Federal Communications Commission.

“General Partner” means Summit Midstream GP, LLC, a Delaware limited liability company and the general partner of the Partnership.

“Guggenheim Securities” means Guggenheim Securities, LLC, financial advisor to the Company.

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

“Investor Agreement” means that certain Investor and Registration Rights Agreement to be entered into at the Closing by the Company and Tall Oak, substantially in the form attached hereto as Annex C.

“MVC” means minimum volume commitment.

“NYSE” means the New York Stock Exchange.

“Outside Date” means 11:59 p.m. Eastern Time on March 31, 2025 (as may be extended by the parties to the Business Contribution Agreement).

“Partnership” or “SMLP” means Summit Midstream Partners, LP, a Delaware limited partnership and a wholly owned subsidiary of the Company.

“Permian Transmission Credit Facilities” means the $175 million of senior secured credit facilities, which includes a $160 million term loan facility and a $15 million working capital facility, pursuant to a Credit Agreement entered into on March 8, 2021, by Summit Permian Transmission, LLC.

“SEC” means the United States Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended.

“Senior Notes” means the 2025 Senior Notes, the 2026 Unsecured Notes and the 2026 Secured Notes.

“Series A Preferred Stock” means the Series A Floating Rate Cumulative Redeemable Perpetual Preferred Stock, par value $0.01 per share, of the Company.

“SMC Sale” means any (a) direct or indirect acquisition (whether in a single transaction or a series of related transactions), outside of the ordinary course of business, of assets of the Company and its subsidiaries equal to 50% or more of the Company’s consolidated assets or to which 50% or more of the Company’s revenues or earnings on a consolidated basis are attributable, (b) direct or indirect acquisition (whether in a single transaction or a series of related transactions) of beneficial ownership (within the meaning of Section 13 under the Exchange Act) of 50% or more of any class of equity securities of the Company or (c) merger, consolidation, unit exchange, share exchange, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company which is structured to permit any person, entity or “group” (as defined in Section 13(d) of the Exchange Act) to acquire beneficial ownership of at least 50% of the Company’s consolidated assets or Common Stock.

“Sodali” means Sodali & Co., proxy solicitor to the Company.

“SOFR” means the Secured Overnight Financing Rate.

“Special Meeting” means the special meeting of the stockholders of the Company that is the subject of this proxy statement.

“Tailwater” means, collectively, Tailwater Capital LLC and any funds, portfolio companies and investment vehicles managed by or affiliated with Tailwater Capital LLC, expressly including VM Arkoma Stack Holdings, LLC, a Delaware limited liability company, and Connect Midstream, LLC, a Delaware limited liability company, and expressly excluding TOMI.

“Tall Oak” means Tall Oak Midstream Holdings, LLC, a Delaware limited liability company.

“Tall Oak Interests” means all of Tall Oak’s equity interest in Tall Oak Opco being contributed to the Partnership in exchange for the Transaction Consideration.

“Tall Oak Opco” means Tall Oak Midstream Operating, LLC, a Delaware limited liability company and wholly owned subsidiary of Tall Oak.

“Tall Oak Opco Subsidiaries” means Arkoma, BCZ Holdings and Woodford.

“Tall Oak Subsidiaries” means Arkoma, BCZ Holdings, Tall Oak Opco and Woodford.

“TOMI” means Tall Oak Midstream Investments, LLC, a Delaware limited liability company.

“Transaction” means the series of interrelated transactions among us, the Partnership, Tall Oak and its affiliates, as contemplated by the Business Contribution Agreement, pursuant to which Tall Oak will contribute the Tall Oak Interests to the Partnership.

“Transaction Consideration” means an aggregate amount equal to $425,000,000, consisting of $155,000,000 in cash consideration, subject to certain adjustments contemplated by the Business Contribution Agreement, 7,471,008 shares of Class B Common Stock and 7,471,008 Common Units.

“Transaction Documents” means, collectively, the Business Contribution Agreement, the Investor Agreement, the A&R Partnership Agreement, and the Transition Services Agreement.

“Transaction Securities” means the Class B Common Stock and the Common Units to be issued to Tall Oak pursuant to the Business Contribution Agreement.

“Transition Services Agreement” means that certain Transition Services Agreement to be entered into at Closing by and among Tall Oak Midstream Management, LLC, a Delaware limited liability company, and Summit Midstream Holdings, LLC, substantially in the form attached hereto as Annex E.

“TW Directors” means the directors from time to time appointed to the Board pursuant to Tailwater’s designation rights under the Investor Agreement.

“Woodford” means Tall Oak Woodford, LLC, a Delaware limited liability company and wholly owned subsidiary of Tall Oak Opco.

QUESTIONS AND ANSWERS ABOUT THE PROPOSALS

The following questions and answers briefly address some commonly asked questions about the Proposals to be presented at the Special Meeting of stockholders of Summit Midstream Corporation. The following questions and answers do not include all the information that is important to the Company’s stockholders. We urge the Company’s stockholders to read carefully this entire proxy statement, including the annexes and other documents referred to herein.

Q:     Why am I receiving this proxy statement?

A:     A condition to completion of the Transaction is that our stockholders approve the proposed issuance of shares of Class B Common Stock and Common Units pursuant to the Business Contribution Agreement. The Board is providing these proxy materials to you in connection with the Special Meeting of our stockholders, which will take place on [•], 2024. Our stockholders are invited to virtually attend the Special Meeting and are entitled to and requested to vote on the Proposals described in this proxy statement.

This proxy statement, its annexes and the other documents referred to herein contain important information about the Proposals to be acted upon at the Special Meeting. You should read them carefully and in their entirety.

Your vote is important. You are encouraged to submit your proxy as soon as possible after carefully reviewing this proxy statement, its annexes and the other documents referred to herein.

Q:     What is a proxy?

A:     It is your legal designation of another person to vote the stock you own in the manner you direct. That other person is called a proxy. If you designate someone as your proxy in a written document, that document also is called a proxy or a proxy card. The proxies also may be voted at any adjournments, postponements or continuations of the Special Meeting.

Q:     What is a proxy statement?

A:     It is a document that we give you when we are soliciting your vote pursuant to SEC regulations.

Q:     What is being voted on at the Special Meeting?

A:     Below are the Proposals on which the Company’s stockholders will vote at the Special Meeting.

•        Issuance Proposal — To approve, for purposes of complying with Section 312.03 of the NYSE Listed Company Manual, the potential issuance of up to 7,471,008 shares of the Company’s Class B Common Stock, together with up to 7,471,008 Common Units, to Tall Oak and its designees, together with the potential issuance of up to 7,471,008 shares of Common Stock upon the redemption and exchange of the Transaction Securities pursuant to the Business Contribution Agreement.

•        Adjournment Proposal — To approve the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies if there are insufficient votes for, or otherwise in connection with, the approval of the Issuance Proposal.

Q:     Are any of the Proposals conditioned on one another?

A:     No. The approval of the Issuance Proposal is not conditioned on the approval of the Adjournment Proposal, and vice versa.

Q:     What will happen if the Issuance Proposal is not approved at the Special Meeting?

A:     If the Company does not obtain stockholder approval of the Issuance Proposal, the Company will be unable to consummate the Transaction, as stockholder approval of the proposal is a non-waivable condition to closing the Transaction. Thus, if the Issuance Proposal is not approved at the Special Meeting, we will need to seek approval from our stockholders for such proposal at an adjournment of the Special Meeting or a future special or annual meeting of stockholders. It is important to note, however, that the Business Contribution Agreement may be terminated by any of the parties thereto if the Special Meeting (including any adjournments or postponements thereof) shall have concluded and approval of the Issuance Proposal shall not have been obtained. If the Business

Contribution Agreement is terminated pursuant to such termination right, we will be unable to seek stockholder approval of the Issuance Proposal at a subsequent special or annual meeting of stockholders and we will be unable to consummate the Transaction.

Q:     What is the relationship between the Company and Tall Oak and its affiliates?

A:     As of the date of this proxy statement, none of Tall Oak or any of its affiliates owns any capital stock of the Company or any of its affiliates.

Q:     What will the ownership of the Company be if the Issuance Proposal is approved and the Transaction is consummated?

A:     As of [•], 2024, being the last practicable date prior to the date of this proxy statement, 10,648,685 shares of Common Stock were issued and outstanding. Upon the closing of the Transaction, Tall Oak and its designees are expected to own approximately 41% of the Company’s outstanding voting equity. Immediately thereafter, Tall Oak will distribute the Transaction Securities it received at Closing to Tailwater and TOMI. Subsequently, Tailwater is expected to own approximately 35% of the Company’s outstanding voting equity and TOMI is expected to own approximately 6% of the Company’s outstanding voting equity.

Q:     Why are the stockholders being asked to vote on the Issuance Proposal?

A:     Because our shares of Common Stock are listed on the NYSE, we are subject to the listing requirements of the NYSE, and Section 312.03 of the NYSE Listed Company Manual requires stockholder approval prior to the issuance of securities in any transaction if such securities have, or will have upon issuance, voting power equal to or in excess of 20% of the voting power outstanding before the issuance of the securities. The Transaction Securities to be issued to Tall Oak as consideration in the Transaction will represent voting power in excess of 20% of the total voting power outstanding before the Issuance Proposal. Therefore, under Section 312.03 of the NYSE Listed Company Manual, approval by the stockholders of the Company is required.

Q:     What is the Board’s recommendation with regards to each Proposal?

A:     The Board of Directors makes the following recommendation with regard to each Proposal:

•        The Board unanimously recommends a vote “FOR” the Issuance Proposal.

•        The Board unanimously recommends a vote “FOR” the Adjournment Proposal.

For more information regarding the recommendations of the Board, please see the section entitled “The Transaction — Reasons for the Transaction; Recommendation of the Board.”

Q:     How has the trading price of the Company’s Common Stock changed since the announcement of the Transaction?

A:     On October 1, 2024, the trading date immediately before the public announcement of the Transaction, the Company’s Common Stock closed at $34.45 per share. On [•], 2024, the trading date immediately prior to the date of this proxy statement, the Common Stock closed at $[•].

Q:     How will the Transaction impact the shares of the Company outstanding after the Closing?

A:     As a result of the consummation of the Transaction on an as-converted basis, up to 18,119,693 shares of Common Stock are expected to be outstanding. However, the currently outstanding number of shares of Common Stock of 10,648,685 will not change until the exchange or redemption of Class B Common Stock issued in the Transaction. Pursuant to the Investor Agreement, the Transaction Securities may not be redeemed or exchanged for Common Stock of the Company, with respect to the estimated 6,480,071 Transaction Securities to be held by Tall Oak and its designees, until one year after the Closing Date, after which time 50% of the Transaction Securities will be available for resale, with the remaining 50% available for resale two years after the Closing Date. With respect to its estimated 990,937 Transaction Securities, TOMI is required to exercise its redemption right in full on the fourth business day following the Closing or, if Closing occurs on or prior to December 31, 2024, on January 1, 2025. However, TOMI may not sell the Common Stock received upon redemption until six months after the Closing Date, after which time 50% of such Common Stock will be available for resale, with the remainder of Common Stock held by TOMI being available for resale one year after the Closing Date.

Notwithstanding these restrictions, assuming the redemption or exchange of all the Transaction Securities held by Tailwater and TOMI for Common Stock, the number of shares of Common Stock outstanding would increase by approximately 41% to approximately 18,119,693 shares. It is expected that TOMI, an entity unaffiliated with Tall Oak or the Company, will own approximately 990,937 shares of Common Stock (assuming redemption) or approximately 6% of the Company’s outstanding equity securities.

Q:     When is the Transaction expected to close?

A:     The Transaction is expected to be consummated in the fourth quarter of 2024, subject to receipt of approval by the Company’s stockholders of the Issuance Proposal and the satisfaction or waiver of other closing conditions described herein. For more information about the closing conditions to the Transaction, please see the sections entitled “The Transaction — Business Contribution Agreement — Closing Conditions.”

Q:     Did the Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Transaction?

A:     Yes. Although our current certificate of incorporation does not require our Board to seek a third-party valuation or fairness opinion in connection with transactions of this nature, at the request of the Board, Guggenheim Securities rendered its oral opinion to the Board (subsequently confirmed in writing) that, as of October 1, 2024, and based upon and subject to the factors, procedures, assumptions, qualifications and limitations set forth in its opinion, the Consideration to be Paid by the Company to Tall Oak in exchange for the Tall Oak Interests is fair, from a financial point of view, to the Company. Please see the section entitled “The Transaction — Opinion of Guggenheim Securities”.

Q:     What happens if I sell my shares of Common Stock before the Special Meeting?

A:     The record date for the Special Meeting is [•], 2024. If you transfer your shares of Common Stock after the record date, but before the Special Meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the Special Meeting. If you transfer your shares of Common Stock prior to the record date, you will have no right to vote those shares at the Special Meeting.

Q:     What vote is required to approve the Proposals presented at the Special Meeting?

A:     The approval of each of the Proposals requires the affirmative vote of a majority of the votes cast (online at the Special Meeting or by proxy) on such Proposal by holders of the Company’s outstanding shares of Common Stock entitled to vote at the Special Meeting.

Q:     How many votes do I have at the Special Meeting?

A:     Each of the Company’s stockholders is entitled to one vote at the Special Meeting for each share of Common Stock held of record as of [•], 2024, the record date for the Special Meeting. As of the close of business on the record date, there were 10,648,685 shares of Common Stock outstanding and entitled to vote at the Special Meeting.

Q:     Do I have appraisal rights if I vote against the Issuance Proposal?

A:     No. There are no appraisal rights available to holders of Common Stock in connection with the Issuance Proposal.

Q:     What do I need to do now?

A:     You are urged to read carefully and consider the information contained in this proxy statement, including “Risk Factors” and the annexes and the other documents referred to herein, and to consider how the Proposals will affect you as a stockholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement and on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.

Q:     How do I vote?

A:     If you were a holder of record of Common Stock on [•], 2024, the record date for the Special Meeting, you may vote with respect to the Proposals virtually at the Special Meeting or by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should follow the

instructions provided by your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares or, if you wish to virtually attend the Special Meeting and vote online, obtain a proxy from your broker, bank or nominee.

Q:     What is the difference between a stockholder of record and a stockholder who holds shares of stock in street name?

A:     Stockholders of Record.    If your shares of stock are registered in your name with our transfer agent, Equiniti Trust Company, LLC, you are a stockholder of record with respect to those shares and the proxy materials were sent directly to you.

Street Name Holders.    If you hold your shares of stock in an account at a bank, broker or other nominee, then you are the beneficial owner of shares held in “street name.” The proxy materials were forwarded to you by your bank, broker or other nominee, who is considered the stockholder of record for purposes of voting at the Special Meeting. As a beneficial owner, you have the right to direct your bank, broker or other nominee on how to vote the shares of stock held in your account.

Q:     What will happen if I abstain from voting or fail to vote at the Special Meeting?

A:     At the Special Meeting, we will count a properly executed proxy marked “ABSTAIN” with respect to a particular Proposal as present for purposes of determining whether a quorum is present. For purposes of approval, a failure to vote or an abstention will have no effect on any of the Proposals.

Q:     What happens if I return a proxy but do not vote for a Proposal? What is discretionary voting? What is a broker non-vote?

A:     If you properly execute and return a proxy or voting instruction form, your shares will be voted as you specify. If you are a stockholder of record and you make no specifications on your proxy card, your shares will be voted “FOR” each Proposal, in accordance with the recommendations of the Board, as provided above.

If you are a beneficial owner and you do not provide voting instructions to your bank, broker or other nominee, your shares will not be voted with respect to any Proposal for which your broker does not have authority to vote under the rules of the NYSE. Banks, brokers or other nominee have the authority under the rules of the NYSE to vote stock for which their customers do not provide voting instructions on certain routine matters.

The Company believes that each of the Proposals presented in this proxy statement is a non-routine matter. Accordingly, if you are a beneficial owner and you do not provide voting instructions to your bank, broker or other nominee, your shares will not be voted with respect to any of the Proposals presented in this proxy statement, will have no effect on the votes for any of the Proposals and will not be counted for purposes of establishing a quorum at the Special Meeting.

Broker non-votes occur when (i) a bank, broker or other nominee has discretionary authority to vote on one or more routine proposals to be voted on at a meeting of shareholders, but is not permitted to vote on other non-routine proposals without instructions from the beneficial owner of the shares and (ii) the beneficial owner fails to provide the bank, broker or other nominee with such instructions. As the Company believes that each of the Proposals presented in this proxy statement is a non-routine matter, it is not expected that there will be any broker non-votes.

Q:     What constitutes a quorum at the Special Meeting?

A:     A majority in voting power of the outstanding shares of Common Stock as of [•], 2024, the record date for the Special Meeting, entitled to vote thereat must be present online or represented by proxy at the Special Meeting in order to constitute a quorum. Abstentions will be counted for purposes of establishing a quorum at the Special Meeting. Broker non-votes, if any, will not counted for purposes of establishing a quorum at the Special Meeting.

Your shares are counted as present at the Special Meeting if you attend the Special Meeting and vote online or if you properly return a proxy by Internet, telephone or mail. A total of 5,324,344 shares of Common Stock will be required to be present online or by proxy at the Special Meeting in order to constitute a quorum.

Q:     If I am not going to virtually attend the Special Meeting, should I submit my proxy card or voting instruction form instead?

A:     Yes. Whether you plan to virtually attend the Special Meeting or not, please read the enclosed proxy statement carefully, and vote your shares by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided, or by returning the voting instruction form to your bank, broker or other nominee.

Q:     May I change my vote after I have submitted my executed proxy card?

A:     Yes. You may change your vote by sending a later-dated, signed proxy card to the Company’s Secretary at the address listed below so that it is received by our secretary prior to the Special Meeting, or by virtually attending the Special Meeting online and voting. You also may revoke your proxy by sending a notice of revocation to the Company’s Secretary, which must be received prior to the Special Meeting.

Q:     What should I do if I receive more than one set of voting materials?

A:     You may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction forms. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction form for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction form that you receive in order to cast your vote with respect to all of your shares.

Q:     Who can help answer my questions?

A:     If you have questions about the Proposals or if you need additional copies of this proxy statement or the enclosed proxy card you should contact:

Summit Midstream Corporation

910 Louisiana Street, Suite 4200
Houston, Texas 77002

(832) 413-4770

Attention: Secretary

You may also contact our proxy solicitor, Sodali & Co., at:

Sodali & Co.
430 Park Avenue, 14th Floor
New York, NY 10022
Call toll-free at (800) 662-5200 (in North America)
or +1 (203) 658-9400 (outside of North America)
Email: smc@info.sodali.com

To obtain timely delivery, our stockholders must request the materials no later than five business days prior to the Special Meeting.

You may also obtain additional information about the Company from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information” beginning on page 141.

Q:     Who will solicit and pay the cost of soliciting proxies?

A:     The Company will pay the cost of soliciting proxies for the Special Meeting. We have engaged Sodali to assist in the solicitation of proxies for the Special Meeting. The Company has paid Sodali an initial retainer fee of $25,000, and also agreed to pay Sodali (a) fees for additional services that may be incurred, and (b) reasonable out-of-pocket expenses. The Company also has agreed to indemnify Sodali against various liabilities and expenses that relate to or arise out of its solicitation of proxies (subject to certain exceptions). The Company will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of shares of Common Stock for their expenses in forwarding soliciting materials to beneficial owners of Common Stock and in obtaining voting instructions from those owners. Our directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

SUMMIT MIDSTREAM PARTNERS, LP AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

The following unaudited pro forma condensed consolidated financial statements are provided to aid you in your analysis of the financial aspects of the Transaction. The unaudited pro forma condensed consolidated financial statements are based on the Company’s historical consolidated financial statements and the Tall Oak historical consolidated financial statements as adjusted to give effect to the Transaction. The unaudited pro forma condensed consolidated combined balance sheet gives pro forma effect to the Transaction as if it had been consummated on June 30, 2024. The unaudited pro forma condensed consolidated combined statements of operations for the six months ended June 30, 2024 and for the year ended December 31, 2023 give effect to the transaction as if it had occurred on January 1, 2023.

The unaudited pro forma condensed consolidated financial statements have been derived from and should be read in conjunction with:

•        the accompanying notes to the unaudited pro forma condensed consolidated financial statements;

•        the historical audited consolidated financial statements of Tall Oak as of and for the year ended December 31, 2023, beginning on page F-17 of this proxy statement;

•        the historical unaudited consolidated financial statements of Tall Oak as of and for the six months ended June 30, 2024, beginning on page F-2 of this proxy statement;

•        the historical audited consolidated financial statements of SMLP as of and for the year ended December 31, 2023, which are incorporated by reference from SMLP’s Annual Report on Form 10-K for the year ended December 31, 2023 (filed with the SEC on March 15, 2024);

•        the historical unaudited condensed consolidated financial statements of SMLP as of and for the six months ended June 30, 2024, which are incorporated by reference from SMLP’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2024 (filed with the SEC on August 9, 2024); and

•        other information relating to SMLP and Tall Oak included elsewhere in this proxy statement.

Background

The unaudited pro forma financial information included herein is intended to present the expected impact and scope of change of certain transactions, identified below, to the historical financial position and results of operations of Summit Midstream Partners, LP (the “Partnership”).

Corporate Reorganization.    On August 1, 2024, following a unitholder vote at the Partnership’s Special Meeting of Unitholders on July 18, 2024, the Partnership consummated a previously announced transaction that resulted in the Partnership becoming a wholly owned subsidiary of a newly formed Delaware corporation, Summit Midstream Corporation (the “Corporate Reorganization”). The Corporate Reorganization was accounted for as a common-control transaction between the Partnership and Summit Midstream Corporation as a result of the Partnership’s unitholders controlling both the Partnership and Summit Midstream Corporation before and after the Corporate Reorganization. In the case of this common-control transaction, the historical financial statements of the Partnership became the historical financial statements of Summit Midstream Corporation, except for certain changes that conform the Partnership’s historical financial statements to a corporate entity. These changes include, but are not limited to, the reclassification of the Partnership’s capital accounts to shareholders’ equity accounts and an update of certain limited partner terms to synonymous corporate entity terms. The Corporate Reorganization had no impact to historical revenues, expenses, assets, liabilities, or cash flows.

Refinancing Transactions.    A series of transactions which includes (i) the issuance of $575.0 million aggregate principal amount of 8.625% senior secured second lien notes due 2029 (the “2029 Secured Notes”), (ii) the redemption of $49.8 million of the Company’s 5.75% senior unsecured notes (the “2025 Notes Redemption”), and (iii) the tender offer and redemption of $764.5 million of the Company’s 8.500% senior secured second lien notes (the “2026 Secured Notes Tender Offer”), (collectively the “Refinancing Transactions”).

SUMMIT MIDSTREAM PARTNERS, LP AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)
For the Six Months Ended June 30, 2024

The accompanying notes are an integral part of these unaudited pro forma condensed consolidated financial statements.

SUMMIT MIDSTREAM PARTNERS, LP AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)
For the Year Ended December 31, 2023