Tailwater boosts Summit Midstream (NYSE: SMC) stake to about 39%
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Summit Midstream Corporation completed a $42,000,000 private placement of 1,351,351 common shares to Tall Oak Midstream Holdings, an affiliate of Tailwater Capital, at $31.08 per share. The shares were issued at New York Stock Exchange “Minimum Price,” carry a 6‑month lockup, and were sold under a Securities Purchase Agreement unanimously approved by the Board’s independent Audit Committee.
The company plans to use the proceeds to reduce borrowings under its asset-based lending credit facility and to fund organic growth projects and other general corporate purposes. Following the transaction, Tailwater and its affiliates beneficially own approximately 39% of Summit’s outstanding equity, up from about 35%, and the new shares are covered by existing registration rights for potential future resale.
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Insights
Summit raises $42M via related-party equity to pay down debt and fund growth.
Summit Midstream entered a Securities Purchase Agreement to issue 1,351,351 common shares at $31.08 per share, raising $42,000,000 in a private placement to a Tailwater Capital affiliate at the New York Stock Exchange “Minimum Price.” The shares are subject to a six‑month lockup.
The company states that proceeds will reduce borrowings under its asset-based lending credit facility and support organic growth capital projects, aligning with a long‑term 3.5x leverage target mentioned in the press release. This adds equity capital but also modestly increases share count, with Tailwater’s beneficial ownership rising from about 35% to roughly 39%.
The transaction is a related‑party deal, but it was unanimously approved by an Audit Committee composed solely of independent and disinterested directors, and the new shares are added as “Registerable Securities” under an existing Investor and Registration Rights Agreement, allowing the company to seek registration for potential resale on a continuous basis.
8-K Event Classification
4 items: 1.01, 3.02, 7.01, 9.01
4 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 3.02
Unregistered Sales of Equity Securities
Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Equity proceeds: $42,000,000
Shares issued: 1,351,351 shares
Issue price: $31.08 per share
+4 more
7 metrics
Equity proceeds
$42,000,000
Private placement to Tailwater affiliate
Shares issued
1,351,351 shares
Common stock issued in private placement
Issue price
$31.08 per share
Described as NYSE “Minimum Price” and March 30, 2026 close
Tailwater ownership post‑deal
approximately 39%
Beneficial ownership of Summit’s outstanding equity after transaction
Tailwater ownership pre‑deal
approximately 35%
Beneficial voting power before closing
Lockup period
6 months
Lockup on newly issued common shares
Leverage target
3.5x
Long-term leverage goal referenced in press release
Key Terms
Securities Purchase Agreement, Investor and Registration Rights Agreement, private placement, asset-based lending credit facility, +2 more
6 terms
Securities Purchase Agreement financial
"entered into a Securities Purchase Agreement (the “Purchase Agreement”)"
A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.
Investor and Registration Rights Agreement financial
"The Purchase Agreement amends and modifies the Investor and Registration Rights Agreement"
private placement financial
"for a private placement of 1,351,351 shares of the Company's common stock"
A private placement is a way for companies to raise money by selling securities directly to a small group of investors instead of through a public offering. This process is often quicker and less regulated, making it similar to offering a special, exclusive investment opportunity to select individuals or institutions. For investors, it can provide access to unique investment options that are not available on public markets.
asset-based lending credit facility financial
"reduce borrowings under the Company's asset-based lending credit facility"
A credit line secured by a company’s tangible assets—commonly inventory, accounts receivable or equipment—where how much the company can borrow rises and falls with the value of those assets. Think of it like a home equity line or a pawnshop loan for a business: lenders advance cash based on what they could sell if needed. Investors care because this facility affects a company’s liquidity, borrowing costs and default risk, especially if asset values decline.
accredited investor financial
"The securities were offered and sold to an "accredited investor" as that term is defined"
An accredited investor is an individual or entity that meets certain financial criteria, such as having a high income or significant net worth, allowing them to invest in private or less regulated investment opportunities. This status matters because it grants access to investments that are often riskier or less available to the general public, reflecting a higher level of financial knowledge or resources.
lock up period financial
"The Shares are subject to a 6-month lock up period and other terms"
A lock up period is a set timeframe after a company’s stock becomes publicly tradable during which certain shareholders (often company insiders, early investors, or employees) are contractually barred from selling their shares. It matters to investors because the end of that period can release a large number of shares into the market, like unlocking a storage unit, which can increase supply and potentially push the stock price down or change trading dynamics.
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 31, 2026
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction | (Commission | (IRS Employer | ||||||||||||
| of incorporation) | File Number) | Identification No.) | ||||||||||||
(Address of principal executive office) (Zip Code)
(Registrants’ telephone number, including area code): (832 ) 413-4770
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Securities Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company | ||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 1.01. Entry into a Material Definitive Agreement.
On March 31, 2026, Summit Midstream Corporation, a Delaware corporation (the “Company”), entered into a Securities Purchase Agreement (the “Purchase Agreement”), by and among the Company, Summit Midstream Partners, LP, a Delaware limited partnership (the “Partnership”), and Tall Oak Midstream Holdings, LLC, a Delaware limited liability company (the “Tall Oak Midstream Holdings”), and solely for purposes of modifying certain existing registration rights as detailed in the Purchase Agreement, Connect Midstream, LLC, a Delaware limited liability company (“Connect Midstream”), pursuant to which the Company agreed to issue and sell to Tall Oak Midstream Holdings (or its designated members) 1,351,351 shares (the “Shares”) of common stock of the Company (“Common Stock”) in exchange for $42,000,000 in cash. The Purchase Agreement contained customary representations, warranties, covenants, conditions to closing, and termination provisions.
The closing of the transactions (the “Closing”) contemplated by the Purchase Agreement (the “Transactions”) occurred on March 31, 2026.
A total of 1,351,351 shares of Common Stock were issued at the Closing pursuant to the Purchase Agreement. The Shares were issued at a price of $31.08 per share, which represents the “Minimum Price” in accordance with New York Stock Exchange regulations. The Shares are subject to a 6-month lock up period and other terms and conditions. The Purchase Agreement and the Transactions were unanimously approved by the Audit Committee of the Board of Directors of the Company, which is comprised solely of independent and disinterested directors.
The Purchase Agreement amends and modifies the Investor and Registration Rights Agreement, dated December 2, 2024 (the “IRRA”), by and among the Company, Tall Oak Midstream Holdings, Connect Midstream and Tall Oak Midstream Investments, LLC, a Delaware limited liability company, such that the Shares issued to Tall Oak Midstream Holdings (or its designated members) constitute “Registerable Securities” under the IRRA, and, pursuant to the terms of the Purchase Agreement and the IRRA, the Company will use commercially reasonable efforts to prepare and file a Registration Statement (as defined in the IRRA) with the SEC (or amend by post-effective amendment a previously filed Registration Statement, covering the resale of all of the Shares for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), within 90 days of the Closing.
Tall Oak Midstream Holdings and Connect Midstream are affiliates of Tailwater Capital LLC (“Tailwater”). As of the date of the Purchase Agreement and prior to the Closing, affiliates of Tailwater beneficially owned approximately 35% of the outstanding voting power of the Company. Four of the directors on the Board of Directors of the Company are affiliates of Tailwater. Following the transactions, Tailwater and its affiliated entities beneficially own approximately 39% of Summit's outstanding equity.
The foregoing descriptions of the Purchase Agreement and the IRRA do not purport to be complete and are subject to, and qualified in their entirety, as applicable, by, (i) the full text of the Purchase Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K, and (ii) the full text of the IRRA, which is incorporated in this Current Report on Form 8-K by reference to Exhibit 10.2 filed with the Company’s Current Report on Form 8-K filed with the SEC on December 3, 2024.
Item 3.02. Unregistered Sales of Equity Securities.
The disclosure set forth in Item 1.01 above is incorporated into this Item 3.02 by reference. The Shares were issued in reliance on the exemption from registration requirements under the Securities Act, pursuant to Section 4(a)(2) thereof.
Item 7.01. Regulation FD Disclosure.
On March 31, 2026, the Company issued a press release announcing the signing of the Purchase Agreement. The full text of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of Section 18, and shall not be incorporated by reference in any filing under the Securities Act or the Exchange Act, except as set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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| Exhibit Number | Description | |||||||
| 10.1 | Securities Purchase Agreement, by and among Summit Midstream Corporation, Summit Midstream Partners, LP, Tall Oak Midstream Holdings, LLC and Connect Midstream, LLC, dated as of March 31, 2026. | |||||||
| 10.2 | Investor and Registration Rights Agreement, by and between Summit Midstream Corporation and Tall Oak Midstream Holdings, LLC, dated as of December 2, 2024 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on December 3, 2024). | |||||||
| 99.1 | Press Release, dated March 31, 2026. | |||||||
| 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: | April 2, 2026 | /s/ James Johnston | |||||||||
| James Johnston, Executive Vice President, General Counsel and Chief Compliance Officer | |||||||||||
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EXHIBIT 99.1
 | Summit Midstream Corporation 910 Louisiana Street, Suite 4200 Houston, TX 77002 | ||||
Summit Midstream Corporation Announces $42 Million Equity Issuance to Affiliate of Tailwater Capital
Summit Midstream Corporation (NYSE: SMC) ("Summit", "SMC" or the "Company") announced today that it and its subsidiary, Summit Midstream Partners, LP (the "Partnership"), have entered into a securities purchase agreement with an affiliate of Tailwater Capital LLC ("Tailwater"), for a private placement of 1,351,351 shares of the Company's common stock, at a price of $31.08 per share. The investment strengthens Summit's balance sheet and provides capital to fund the Company's strategic growth initiatives and general corporate purposes.
"We are pleased to expand our relationship with Tailwater Capital through this equity issuance," said Heath Deneke, President, Chief Executive Officer and Chairman of Summit. "This $42 million investment represents a significant vote of confidence in our company's outlook and provides us with financial flexibility to execute on our current pipeline of high-return growth projects while continuing to make progress towards achieving our long-term 3.5x leverage target."
Pursuant to the securities purchase agreement, Summit will issue 1,351,351 shares of its common stock at a price per share of $31.08 to raise $42.0 million for debt reduction and to fund growth capital. The $31.08 price per share represents the closing price as of March 30, 2026. The shares are subject to a 6-month lock up period and other terms and conditions. The transaction was unanimously approved by the Audit Committee of the Board of Directors, which is comprised solely of independent and disinterested directors.
"As Summit's largest shareholder, we are excited to continue to provide support as the Company enters an exciting phase of organic growth execution around its portfolio, all of which continue to benefit from strong secular tailwinds for U.S. natural gas and crude oil outlook. Summit remains well-positioned to build momentum around its recently announced growth projects and provide best-in-class infrastructure solutions to its customer base," said Jason Downie, Co-founder & Managing Partner at Tailwater Capital. "We value our long-term partnership with Summit and look forward to continued execution across its strategic and financial priorities."
Following the transactions, Tailwater and its affiliated entities are expected to beneficially own approximately 39% of Summit's outstanding equity. Summit intends to use the net proceeds from the private placement to reduce borrowings under the Company's asset-based lending credit facility and fund organic growth capital projects across its operating areas.
Summit is represented in the transactions by Troutman Pepper Locke LLP. Tall Oak Midstream Holdings and Tailwater are represented in the transactions by Kirkland & Ellis LLP.
The offer and sale of the foregoing securities have not been registered under the Securities Act of 1933, as amended (the "Securities Act") or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. The securities were offered and sold to an "accredited investor" as that term is defined in Rule 501(a) under the Securities Act.
This press release does not constitute an offer to sell or the solicitation of an offer to buy any security, nor shall there be any sale of the securities described herein or any other security of the Company, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.
About Summit Midstream Corporation
SMC is a value-driven corporation focused on developing, owning and operating midstream energy infrastructure assets that are strategically located in the core producing areas of unconventional resource basins, primarily shale formations, in the continental United States. SMC provides natural gas, crude oil and produced water gathering, processing and transportation services pursuant to primarily long-term, fee-based agreements with customers and counterparties in five unconventional resource basins: (i) the Williston Basin, which includes the
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Bakken and Three Forks shale formations in North Dakota; (ii) the Denver-Julesburg Basin, which includes the Niobrara and Codell shale formations in Colorado and Wyoming; (iii) the Fort Worth Basin, which includes the Barnett Shale formation in Texas; (iv) the Arkoma Basin, which includes the Woodford and Caney shale formations in Oklahoma; and (v) the Piceance Basin, which includes the Mesaverde formation as well as the Mancos and Niobrara shale formations in Colorado. SMC has an equity method investment in Double E Pipeline, LLC, which provides interstate natural gas transportation service from multiple receipt points in the Delaware Basin to various delivery points in and around the Waha Hub in Texas. SMC is headquartered in Houston, Texas.
About Tailwater Capital LLC
Dallas-based Tailwater Capital is an energy and infrastructure private equity firm with a well-established track record of working constructively with proven management teams to deliver value-added solutions. Tailwater Capital has raised more than $6 billion in committed equity capital since inception, and the team has executed more than 300 transactions representing over $29 billion in value. For more information, please visit www.tailwatercapital.com.
Forward-Looking Statements
This press release includes certain statements concerning expectations for the future that are forward-looking within the meaning of the federal securities laws. Forward-looking statements include, without limitation, any statement that may project, indicate or imply future results, events, performance or achievements and may contain the words "expect," "intend," "plan," "anticipate," "estimate," "believe," "will be," "will continue," "will likely result," and similar expressions, or future conditional verbs such as "may," "will," "should," "would" and "could." In addition, any statement concerning future financial performance (including future revenues, earnings or growth rates), achievement of leverage targets, payment of dividends on any series of stock, ongoing business strategies and possible actions taken by SMC or its subsidiaries are also forward-looking statements. Forward-looking statements also contain known and unknown risks and uncertainties (many of which are difficult to predict and beyond management's control) that may cause SMC's actual results in future periods to differ materially from anticipated or projected results. An extensive list of specific material risks and uncertainties affecting SMC is contained in its 2025 Annual Report on Form 10-K filed with the Securities and Exchange Commission (the "SEC") on March 16, 2026, as amended and updated from time to time. Any forward-looking statements in this press release are made as of the date of this press release and SMC undertakes no obligation to update or revise any forward-looking statements to reflect new information or events.
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SOURCE Summit Midstream Corporation
832-413-4770, ir@summitmidstream.com
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FAQ
What equity transaction did Summit Midstream Corporation (SMC) announce in this 8-K?
Summit Midstream completed a private placement of 1,351,351 common shares to an affiliate of Tailwater Capital for $42,000,000. The shares were priced at $31.08 each, described as the New York Stock Exchange “Minimum Price,” and are subject to a six‑month lockup period.
How will Summit Midstream (SMC) use the $42 million in equity proceeds?
Summit Midstream intends to use the $42,000,000 of net proceeds to reduce borrowings under its asset-based lending credit facility and to fund organic growth capital projects. The company also notes these funds support strategic growth initiatives and general corporate purposes across its operating areas.
How did the Tailwater Capital stake in Summit Midstream (SMC) change after the transaction?
Before closing, Tailwater Capital affiliates beneficially owned about 35% of Summit’s voting power. Following issuance of 1,351,351 new shares, Tailwater and its affiliated entities are expected to beneficially own approximately 39% of Summit’s outstanding equity, reinforcing their position as the company’s largest shareholder.
Was the Summit Midstream (SMC) equity deal approved by independent directors?
Yes. The Securities Purchase Agreement and related transactions were unanimously approved by the company’s Audit Committee. That committee is described as being composed solely of independent and disinterested directors, providing governance oversight for this related‑party equity financing with a Tailwater Capital affiliate.
What are Summit Midstream’s (SMC) strategic goals linked to this equity issuance?
Summit highlights that the $42,000,000 investment strengthens its balance sheet and funds strategic growth initiatives. Management references financial flexibility to execute a pipeline of high‑return growth projects while progressing toward a long‑term leverage target of about 3.5x, as described in the press release.
Filing Exhibits & Attachments
5 documents
Summit Midstream