Summit Midstream Corp 10-Q for FY2024 Q3

Summit Midstream Corp (SMC)

10-Q 2024-11-12 For: 2024-09-30

Added on April 08, 2026

About this 10-Q

Summit Midstream Corp filed this 10-Q on November 12, 2024, covering the quarter ended September 30, 2024 (FY2024 Q3).

Headline figures

Quarter ended September 30, 2024, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $102.42M; down 15.5% from $121.19M a year earlier
Net loss: $201.55M; compared with net income of $251K a year earlier
Diluted EPS: -$19.25; compared with -$0.27 a year earlier

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Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	SMC	New York Stock Exchange


Large accelerated filer	☐	Accelerated filer	x
Non-accelerated filer	☐	Smaller reporting company	x
Emerging growth company	☐


Class						As of November 8, 2024
Common Stock, par value $0.01 per share						10,648,685 shares


COMMONLY USED OR DEFINED TERMS		2

PART I	FINANCIAL INFORMATION
Item 1.	Financial Statements.
	Unaudited Condensed Consolidated Balance Sheets.	6
	Unaudited Condensed Consolidated Statements of Operations.	7
	Unaudited Condensed Consolidated Statements of Equity .	8
	Unaudited Condensed Consolidated Statements of Cash Flows.	9
	Notes to Unaudited Condensed Consolidated Financial Statements.	10
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	27
Item 3.	Quantitative and Qualitative Disclosures about Market Risk.	49
Item 4.	Controls and Procedures.	49
PART II	OTHER INFORMATION	50
Item 1.	Legal Proceedings.	50
Item 1A.	Risk Factors.	50
Item 5.	Other Information.	78
Item 6.	Exhibits.	78

SIGNATURES		81



2015 Blacktail Release			a 2015 rupture of our four-inch produced water gathering pipeline near Williston, North Dakota
2022 DJ Acquisitions			the acquisition of Outrigger DJ Midstream LLC from Outrigger Energy II LLC, and each of Sterling Energy Investments LLC, Grasslands Energy Marketing LLC and Centennial Water Pipelines LLC from Sterling Investment Holdings LLC
2025 Senior Notes			Summit Holdings’ and Finance Corp.’s 5.75% senior unsecured notes due April 2025

2026 Secured Notes			Summit Holdings’ and Finance Corp.’s 8.500% senior secured second lien notes due October 2026
2026 Unsecured Notes			Summit Holdings’ and Finance Corp.’s 12.00% senior unsecured notes due October 2026
2029 Secured Notes			Summit Holdings’ 8.625% Senior Secured Second Lien Notes due October 2029
ABL Agreement			Loan and Security Agreement, dated as of November 2, 2021, among Summit Holdings, as borrower, SMLP and certain subsidiaries from time to time party thereto, as guarantors, Bank of America, N.A., as agent, ING Capital LLC, Royal Bank of Canada and Regions Bank, as co-syndication agents, and Bank of America, N.A., ING Capital LLC, RBC Capital Markets and Regions Capital Markets, as joint lead arrangers and joint bookrunners
ABL Facility			the asset-based lending credit facility governed by the ABL Agreement
Amended and Restated ABL Agreement			Amended and Restated Loan and Security Agreement, dated as of July 26, 2024, among Summit Holdings, as borrower, SMLP and certain subsidiaries from time to time party thereto, as guarantors, Bank of America, N.A., as agent, and Bank of America, N.A., Royal Bank of Canada, Regions Capital Markets, TD Securities (USA) LLC, JPMorgan Chase Bank, N.A, Citizens Bank, N.A., and Truist Bank, as joint lead arrangers and joint bookrunners
Amended and Restated ABL Facility			the asset-based lending credit facility governed by the Amended and Restated ABL Agreement
ASC			Accounting Standards Codification
ASU			Accounting Standards Update
Bcf/d			one billion cubic feet per day
Board of Directors			the board of directors of Summit Midstream Corporation

Co-Issuers			Summit Holdings and Finance Corp., as co-issuers of the 2025 Senior Notes, the 2026 Unsecured Notes and the 2026 Secured Notes
condensate			a natural gas liquid with a low vapor pressure, mainly composed of propane, butane, pentane and heavier hydrocarbon fractions
Corporate Reorganization			the August 1, 2024 consummation of a transaction that resulted in the Partnership becoming a wholly owned subsidiary of a newly formed Delaware corporation, Summit Midstream Corporation (taxed as a C-corporation)


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


DJ Basin			Denver-Julesburg Basin
Double E			Double E Pipeline, LLC
Double E Pipeline			a 135 mile, 1.35 Bcf/d, FERC-regulated interstate natural gas transmission pipeline that commenced operations in November 2021 and provides transportation service from multiple receipt points in the Delaware Basin to various delivery points in and around the Waha hub in Texas

Double E Project			the development and construction of the Double E Pipeline
EPA			Environmental Protection Agency

EPS			earnings or loss per share
FASB			Financial Accounting Standards Board
Finance Corp.			Summit Midstream Finance Corp.


GAAP			accounting principles generally accepted in the United States of America
General Partner			Summit Midstream GP, LLC






Mbbl/d			one thousand barrels per day
MD&A			Management’s Discussion and Analysis of Financial Condition and Results of Operations
Meadowlark Midstream			Meadowlark Midstream Company, LLC
MMBTU			metric million British thermal units
MMcf/d			one million cubic feet per day
Mountaineer Midstream			Mountaineer Midstream Company, LLC
MVC			minimum volume commitment
NGLs			natural gas liquids; the combination of ethane, propane, normal butane, iso-butane and natural gasolines that when removed from unprocessed natural gas streams become liquid under various levels of higher pressure and lower temperature

NYSE			New York Stock Exchange


OCC			Ohio Condensate Company, L.L.C.
OGC			Ohio Gathering Company, L.L.C.
Ohio Gathering			Ohio Gathering Company, L.L.C. and Ohio Condensate Company, L.L.C.
OpCo			Summit Midstream OpCo, LP
OPEC			Organization of the Petroleum Exporting Countries


play			a proven geological formation that contains commercial amounts of hydrocarbons

Permian Holdco			Summit Permian Transmission Holdco, LLC
Permian Term Loan Facility			the term loan governed by the Credit Agreement, dated as of March 8, 2021, among Summit Permian Transmission, LLC, as borrower, MUFG Bank Ltd., as administrative agent, Mizuho Bank (USA), as collateral agent, ING Capital LLC, Mizuho Bank, Ltd. and MUFG Union Bank, N.A., as L/C issuers, coordinating lead arrangers and joint bookrunners, and the lenders from time to time party thereto
Permian Transmission Credit Facilities			the credit facilities governed by the Credit Agreement, dated as of March 8, 2021, among Summit Permian Transmission, as borrower, MUFG Bank Ltd., as administrative agent, Mizuho Bank (USA), as collateral agent, ING Capital LLC, Mizuho Bank, Ltd. and MUFG Union Bank, N.A., as L/C issuers, coordinating lead arrangers and joint bookrunners, and the lenders from time to time party thereto

produced water			water from underground geologic formations that is a by-product of natural gas and crude oil production

SEC			Securities and Exchange Commission
Securities Act			Securities Act of 1933, as amended
segment adjusted EBITDA			total revenues less total costs and expenses; plus (i) other income excluding interest income, (ii) our proportional adjusted EBITDA for equity method investees, (iii) depreciation and amortization, (iv) adjustments related to MVC shortfall payments, (v) adjustments related to capital reimbursement activity, (vi) unit-based and noncash compensation, (vii) impairments and (viii) other noncash expenses or losses, less other noncash income or gains
Series A Preferred Stock			Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Stock issued by the Company
Series A Preferred Units			Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units issued by the Partnership
shortfall payment			the payment received from a counterparty when its volume throughput does not meet its MVC for the applicable period
SMC LTIP			Summit Midstream Corporation 2024 Long-Term Incentive Plan
SMLP			Summit Midstream Partners, LP
SMLP LTIP			SMLP 2022 Long-Term Incentive Plan


SOFR			Secured Overnight Financing Rate
Subsidiary Series A Preferred Units			Series A Fixed Rate Cumulative Redeemable Preferred Units issued by Permian Holdco
Summit Holdings			Summit Midstream Holdings, LLC
Summit Investments			Summit Midstream Partners, LLC


Summit Permian Transmission			Summit Permian Transmission, LLC
Summit Utica			Summit Midstream Utica, LLC
the Company			Summit Midstream Corporation and its subsidiaries
the Partnership			Summit Midstream Partners, LP
the Partnership Agreement			the Fourth Amended and Restated Agreement of Limited Partnership of the Partnership, dated May 28, 2020
the Transaction			the consummation of the transaction contemplated by Tall Oak Business Combination Agreement between Summit Midstream Corporation, Summit Midstream Partners, LP and Tall Oak Midstream Holdings, LLC
throughput volume			the volume of natural gas, crude oil or produced water gathered, transported or passing through a pipeline, plant or other facility during a particular period; also referred to as volume throughput
unconventional resource basin			a basin where natural gas or crude oil production is developed from unconventional sources that require hydraulic fracturing as part of the completion process, for instance, natural gas produced from shale formations and coalbeds; also referred to as an unconventional resource play
wellhead			the equipment at the surface of a well, used to control the well’s pressure; also, the point at which the hydrocarbons and water exit the ground


	September 30, 2024		December 31, 2023
	(In thousands, except share amounts)
ASSETS
Cash and cash equivalents	$	17,842	$	14,044
Restricted cash	126,524		2,601
Accounts receivable	60,567		76,275
Other current assets	9,080		5,502
Total current assets	214,013		98,422
Property, plant and equipment, net	1,350,758		1,698,585
Intangible assets, net	140,009		175,592
Investment in equity method investees	269,939		486,434
Other noncurrent assets	24,447		35,165
TOTAL ASSETS	$	1,999,166	$	2,494,198

LIABILITIES AND EQUITY
Trade accounts payable	$	12,932	$	22,714
Accrued expenses	29,645		32,377
Deferred revenue	9,470		10,196
Ad valorem taxes payable	7,229		8,543
Accrued compensation and employee benefits	7,173		6,815
Accrued interest	14,603		19,298
Accrued environmental remediation	1,409		1,483
Accrued settlement payable	6,715		6,667
Current portion of long-term debt	130,512		15,524
Other current liabilities	11,278		10,395
Total current liabilities	230,966		134,012
Deferred tax liabilities	115,552		1,425
Long-term debt, net	826,453		1,455,166
Noncurrent deferred revenue	26,176		30,085
Noncurrent accrued environmental remediation	989		1,454
Other noncurrent liabilities	16,136		28,841
TOTAL LIABILITIES	1,216,272		1,650,983
Commitments and contingencies (Note 14)

Mezzanine Equity
Subsidiary Series A Preferred Units (93,039 issued and outstanding as of September 30, 2024 and December 31, 2023, respectively)	131,410		124,652
Equity
Series A Preferred Units (65,508 issued and outstanding as of December 31, 2023)	—		96,893
Common limited partner capital (10,376,189 issued and outstanding as of December 31, 2023)	—		621,670
Series A Preferred Stock (65,508 issued and outstanding as of September 30, 2024)	106,819		—
Common stock, $0.01 par value (10,648,685 issued and outstanding as of September 30, 2024)	106		—
Additional paid-in capital	702,357		—
Accumulated deficit	(157,798)		—

Total Equity	651,484		718,563
TOTAL LIABILITIES AND EQUITY	$	1,999,166	$	2,494,198


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
	(In thousands, except per share amounts)
Revenues:
Gathering services and related fees	$	44,013	$	66,035	$	151,211	$	180,492
Natural gas, NGLs and condensate sales	48,243		45,120		145,294		130,365
Other revenues	10,159		10,038		26,096		20,728
Total revenues	102,415		121,193		322,601		331,585
Costs and expenses:
Cost of natural gas and NGLs	28,246		27,110		88,047		77,967
Operation and maintenance	24,473		26,161		72,925		75,291
General and administrative	12,419		11,098		41,368		31,897
Depreciation and amortization	23,540		30,778		75,324		90,734
Transaction costs	2,094		144		13,156		926
Acquisition integration costs	—		171		40		2,396
(Gain) loss on asset sales, net	(6)		(40)		1		(183)
Long-lived asset impairments	—		—		67,936		455
Total costs and expenses	90,766		95,422		358,797		279,483
Other income (expense), net	666		(315)		2,784		747
Gain (loss) on interest rate swaps	(2,574)		2,856		936		4,851
Gain (loss) on sale of business	(1,672)		(9)		82,338		(45)
Gain on sale of equity method investment	—		—		126,261		—
Interest expense	(25,712)		(34,568)		(95,015)		(103,966)
Loss on early extinguishment of debt	(42,235)		—		(47,199)		—
Equity method investees income	4,910		10,211		19,828		22,302
Income (loss) before income taxes	(54,968)		3,946		53,737		(24,009)
Income tax benefit (expense)	(142,573)		(72)		(142,129)		180
Net income (loss)	$	(197,541)	$	3,874	$	(88,392)	$	(23,829)
Less: Net income attributable to Subsidiary Series A Preferred Units	(4,007)		(3,623)		(11,643)		(8,865)

Net income (loss) attributable to Summit Midstream Corporation	$	(201,548)	$	251	$	(100,035)	$	(32,694)
Less: net income attributable to Series A Preferred Stock	(3,393)		(3,004)		(9,926)		(8,442)
Net income (loss) attributable to common equity holders	$	(204,941)	$	(2,753)	$	(109,961)	$	(41,136)
Net income (loss) per share:
Common stock – basic	$	(19.25)	$	(0.27)	$	(10.39)	$	(3.99)
Common stock – diluted	$	(19.25)	$	(0.27)	$	(10.39)	$	(3.99)

Weighted-average number of shares outstanding:
Common stock – basic	10,649		10,376		10,583		10,320
Common stock – diluted	10,649		10,376		10,583		10,320


	Partners’ Capital (Before Corporate Reorganization)				Equity (After Corporate Reorganization)
	Series A Preferred Units		Common Limited Partners’ Capital		Series A Preferred Stock		Common Stock Amount, at $0.01 par value		Additional Paid in Capital		Retained Earning (Deficit)		Total Equity

Partners’ capital, December 31, 2023	$	96,893	$	621,670	$	—	$	—	$	—	$	—	$	718,563
Net income	3,220		125,937		—		—		—		—		129,157
Equity compensation	—		2,772		—		—		—		—		2,772
Tax withholdings and associated payments on vested SMLP LTIP awards	—		(1,878)		—		—		—		—		(1,878)

Partners’ capital, March 31, 2024	$	100,113	$	748,501	$	—	$	—	$	—	$	—	$	848,614
Net income (loss)	3,313		(30,957)		—		—		—		—		(27,644)
Equity compensation	—		2,086		—		—		—		—		2,086
Tax withholdings and associated payments on vested SMLP LTIP awards	—		(4)		—		—		—		—		(4)
Partners’ capital, June 30, 2024	$	103,426	$	719,626	$	—	$	—	$	—	$	—	$	823,052
Net income (loss)	1,135		(47,143)		2,258		—		—		(157,798)		(201,548)
Equity compensation	—		557		—		—		1,283		—		1,840
Tax withholdings and associated payments on vested SMLP LTIP awards	—		—		—		—		—		—		—
Corporate Reorganization	(104,561)		(673,040)		104,561		106		672,934		—		—
Tax impact of Corporate Reorganization	—		—		—		—		28,140				28,140
Equity, September 30, 2024	$	—	$	—	$	106,819	$	106	$	702,357	$	(157,798)	$	651,484


	Nine Months Ended September 30,
	2024		2023
	(In thousands)
Cash flows from operating activities:
Net income (loss)	$	(88,392)	$	(23,829)
Adjustments to reconcile net loss to net cash provided by operating activities:
Deferred income taxes	142,267		—
Depreciation and amortization	76,028		91,438
Noncash lease expense	2,292		3,804
Amortization of debt issuance costs	10,326		9,493
Equity compensation	6,698		5,158
Income from equity method investees	(19,828)		(22,302)
Distributions from equity method investees	31,241		40,732
Gain on asset sales, net	1		(183)
Foreign currency gain and other	42		(83)

Loss on earn-out	(6)		420
Loss on early extinguishment of debt	47,199		—
(Gain) loss on sale of business	(82,338)		45
Gain on sale of equity method investment	(126,261)		—
Unrealized (gain) loss on interest rate swaps	3,038		(1,074)
Long-lived asset impairment	67,936		455
Changes in operating assets and liabilities:
Accounts receivable	6,325		(3,765)
Trade accounts payable	(7,108)		1,525
Accrued expenses	(3,917)		6,718
Deferred revenue, net	(4,308)		(4,206)
Ad valorem taxes payable	(1,314)		(2,277)
Accrued interest	(4,695)		22,113
Accrued environmental remediation, net	(539)		(639)
Other, net	(14,563)		(12,784)
Net cash provided by operating activities	40,124		110,759
Cash flows from investing activities:
Capital expenditures	(37,861)		(49,863)
Proceeds from Summit Utica Sale (excluding Ohio Gathering)	292,266		—
Proceeds from sale of Ohio Gathering	332,734		—
Proceeds from Mountaineer Transaction	69,304		—
Proceeds from asset sale	4,400		128
Investment in Double E equity method investee	(1,431)		(3,500)

Other, net	—		(2,611)
Net cash provided by (used in) investing activities	659,412		(55,846)
Cash flows from financing activities:

Debt repayments - ABL Facility	(313,000)		(70,000)
Debt repayments - Redemption of 2026 Unsecured Notes	(209,510)		—
Debt repayments - 2026 Secured Notes (Excess Cash Flow Offer)	(13,626)		—
Debt repayments - 2026 Secured Notes (Asset Sale Offer)	(6,910)		—
Debt repayments - Permian Transmission Term Loan	(11,555)		(7,804)
Debt repayments - 2025 Senior Notes Redemption	(49,783)		—
Debt repayments - 2026 Secured Notes Redemption	(649,805)		—
Borrowings on Amended and Restated ABL Facility	150,000		35,000
Issuance of 2029 Secured Notes	565,800		—
Distributions on Subsidiary Series A Preferred Units	(4,885)		(4,884)
Debt extinguishment costs	(21,355)		—
Debt issuance costs	(4,368)		(247)

Other, net	(2,818)		(1,614)
Net cash used in financing activities	(571,815)		(49,549)
Net change in cash, cash equivalents and restricted cash	127,721		5,364
Cash, cash equivalents and restricted cash, beginning of period	16,645		13,531
Cash, cash equivalents and restricted cash, end of period	$	144,366	$	18,895


(In thousands)	2024		2025		2026		2027		2028		Thereafter

Gathering services and related fees	$	12,044	$	37,249	$	26,112	$	7,685	$	5,137	$	—


x			Yes			o			No


	September 30, 2024		December 31, 2023
	(In thousands)
Assets:
Rockies	$	904,005	$	904,974
Permian	284,171		291,073
Northeast	1,257		573,663
Piceance	399,704		431,687
Barnett	274,322		281,861
Total reportable segment assets	1,863,459		2,483,258
Corporate and Other	135,707		10,940
Total assets	$	1,999,166	$	2,494,198


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
	(In thousands)
Reportable segment adjusted EBITDA(1)
Rockies	$	24,850	$	24,998	$	70,582	$	64,986
Permian	8,472		5,840		23,434		16,283
Northeast	—		27,751		30,634		65,806
Piceance	12,831		15,292		40,912		43,640
Barnett	7,278		6,084		17,798		20,380
Total of reportable segments’ measures of profit	$	53,431	$	79,965	$	183,360	$	211,095


	Three Months Ended September 30, 2024
	Gathering services and related fees		Natural gas, NGLs and condensate sales		Other revenues		Total
	(In thousands)
Reportable Segments:
Northeast	$	—	$	—	$	—	$	—
Rockies	15,302		47,733		4,615		67,650
Permian	—		—		910		910
Piceance	17,604		510		1,492		19,606
Barnett	11,107		—		3,142		14,249
Total reportable segments	44,013		48,243		10,159		102,415
Corporate and other	—		—		—		—
Total	$	44,013	$	48,243	$	10,159	$	102,415


	Nine Months Ended September 30, 2024
	Gathering services and related fees		Natural gas, NGLs and condensate sales		Other revenues		Total
	(In thousands)
Reportable Segments:
Northeast	$	18,851	$	—	$	—	$	18,851
Rockies	48,141		142,917		12,044		203,102
Permian	—		—		2,731		2,731
Piceance	56,054		2,124		3,971		62,149
Barnett	28,165		253		6,625		35,043
Total reportable segments	151,211		145,294		25,371		321,876
Corporate and other	—		—		725		725
Total	$	151,211	$	145,294	$	26,096	$	322,601


	Three Months Ended September 30, 2023
	Gathering services and related fees		Natural gas, NGLs and condensate sales		Other revenues		Total
	(In thousands)
Reportable Segments:
Northeast	$	18,157	$	—	$	—	$	18,157
Rockies	18,383		43,967		5,541		67,891
Permian	—		—		893		893
Piceance	20,658		937		1,569		23,164
Barnett	8,837		216		2,035		11,088
Total reportable segments	66,035		45,120		10,038		121,193
Corporate and other	—		—		—		—
Total	$	66,035	$	45,120	$	10,038	$	121,193


	Nine Months Ended September 30, 2023
	Gathering services and related fees		Natural gas, NGLs and condensate sales		Other revenues		Total
	(In thousands)
Reportable Segments:
Northeast	$	43,717	$	—	$	—	$	43,717
Rockies	48,595		125,871		8,885		183,351
Permian	—		—		2,678		2,678
Piceance	59,791		3,913		4,368		68,072
Barnett	28,389		581		4,835		33,805
Total reportable segments	180,492		130,365		20,766		331,623
Corporate and other	—		—		(38)		(38)
Total	$	180,492	$	130,365	$	20,728	$	331,585


	Total
	(In thousands)
Current deferred revenue, December 31, 2023	$	10,196
Add: additions	6,159
Less: revenue recognized and other	(6,885)
Current deferred revenue, September 30, 2024	$	9,470


	Total
	(In thousands)
Noncurrent deferred revenue, December 31, 2023	$	30,085
Add: additions	3,436
Less: reclassification to current deferred revenue and other	(7,345)
Noncurrent deferred revenue, September 30, 2024	$	26,176


Period	Redemption Price
July 31, 2026 to July 30, 2027	104.313	%
July 31, 2027 to July 30, 2028	102.156	%
July 31, 2028 and thereafter	100.000	%


	September 30, 2024				December 31, 2023
	Carrying Value (1)		Estimated fair value (Level 2)		Carrying Value (1)		Estimated fair value (Level 2)
	(In thousands)

2025 Senior Notes	$	—	$	—	$	49,783	$	48,414
2026 Secured Notes (2)	$	114,659	$	114,659	$	785,000	$	778,131
2026 Unsecured Notes	$	—	$	—	$	209,510	$	203,225
2029 Secured Notes	$	575,000	$	596,323	$	—	$	—


	Common Units	Shares of Common Stock
Units, December 31, 2023	10,376,189	—

Common units issued for SMLP LTIP, net	272,496	—
Corporate Reorganization	(10,648,685)	10,648,685
Shares, September 30, 2024	—	10,648,685


	(In thousands)
Balance at December 31, 2023	$	124,652
Redemption accretion, net of issuance cost amortization	11,643
Cash distribution (includes a $1.6 million distribution payable as of September 30, 2024)	(4,885)
Balance at September 30, 2024	$	131,410


	(In thousands)
Accrued environmental remediation, December 31, 2023	$	2,937
Payments made	(968)
Changes in estimates	429
Accrued environmental remediation, September 30, 2024	$	2,398


(Amounts in MMBTU/day)			Weighted average MVC quantities for the year ended December 31,


2024			1,008,587
2025			1,068,630
2026			1,115,000
2027			1,115,000
2028			1,115,000
2029			1,115,000
2030			1,115,000
2031			1,009,521
2032			240,000
2033			240,000
2034			105,753
2035			9,863


Exhibit number		Description
2.1		Agreement and Plan of Merger, dated as of May 31, 2024, by and among Summit Midstream Corporation, Summit SMC NewCo, LLC, Summit Midstream Partners, LP and Summit Midstream GP, LLC (Incorporated herein by reference to Exhibit 2.1 to SMLP’s Current Report on Form 8-K filed June 3, 2024 (Commission File No. 001-35666))
2.2	**	Business Contribution Agreement, dated October 1, 2024, by and among Summit Midstream Corporation, Summit Midstream Partners, LP and Tall Oak Midstream Holdings, LLC (Incorporated herein by reference to Exhibit 2.1 to SMC’s Current Report on Form 8-K filed October 2, 2024 (Commission File No. 001-35666)).
3.1		Amended and Restated Certificate of Incorporation of Summit Midstream Corporation (Incorporated herein by reference to Exhibit 3.1 to SMC’s Current Report on Form 8-K12B filed August 1, 2024 (Commission File No. 001-35666)).


3.2		Amended and Restated Bylaws of Summit Midstream Corporation (Incorporated herein by reference to Exhibit 3.2 to SMC’s Current Report on Form 8-K12B filed August 1, 2024 (Commission File No. 001-35666)).
3.3		Certificate of Designation of Series A Floating Rate Cumulative Redeemable Perpetual Preferred Stock of Summit Midstream Corporation (Incorporated herein by reference to Exhibit 3.3 to SMC’s Current Report on Form 8-K12B filed August 1, 2024 (Commission File No. 001-35666)).
4.1		Indenture, dated July 26, 2024, among Summit Midstream Holdings, LLC, as issuer, the guarantors party thereto and Regions Bank, as trustee and as collateral agent (Incorporated herein by reference to Exhibit 4.1 to SMLP’s Current Report on Form 8-K filed July 29, 2024 (Commission File No. 001-35666)).
4.2		Form of 8.625% Senior Secured Second Lien Note due 2029 (included as Exhibit A in Exhibit 4.1 and Incorporated herein by reference to Exhibit 4.2 to SMLP’s Current Report on Form 8-K filed July 29, 2024 (Commission File No. 001-35666)).
4.3		Supplemental Indenture, dated August 1, 2024, among Summit Midstream Holdings, LLC, Summit Midstream Corporation, Summit Midstream Partners, LP and Regions Bank, as trustee and collateral agent (Incorporated herein by reference to Exhibit 4.1 to SMC’s Current Report on Form 8-K12B filed August 1, 2024 (Commission File No. 001-35666)).
10.1	**	Amended and Restated Loan and Security Agreement, dated as of July 26, 2024, by and among Summit Midstream Holdings, LLC, as borrower, Summit Midstream Partners, LP, the subsidiary guarantors party thereto from time to time, Bank of America, N.A., as agent, and Bank of America, N.A., Royal Bank of Canada, Regions Capital Markets, TD Securities (USA) LLC, JPMorgan Chase Bank, N.A., Citizens Bank, N.A. and Truist Bank, collectively, as joint lead arrangers and joint bookrunners (Incorporated herein by reference to Exhibit 10.1 to SMLP’s Current Report on Form 8-K filed July 29, 2024 (Commission File No. 001-35666)).
10.2	**	Notice and Reaffirmation of Intercreditor Agreement, dated as of July 26, 2024, among Bank of America, N.A., as first lien representative and collateral agent for the initial first lien claimholders, and Regions Bank, as initial second lien representative for the initial second lien claimholders and collateral agent for the initial second lien claimholders, acknowledged and agreed to by the grantors referred to therein (Incorporated herein by reference to Exhibit 10.2 to SMLP’s Current Report on Form 8-K filed July 29, 2024 (Commission File No. 001-35666)).
10.3		First Amendment to the Summit Midstream Partners, LP 2022 Long-Term Incentive Plan (Incorporated herein by reference to Exhibit 10.1 to SMLP’s Current Report on Form 8-K filed May 22, 2024 (Commission File No. 001-35666)).
10.4	**	Joinder Agreement, dated August 1, 2024, between Summit Midstream Corporation and Bank of America, N.A. (Incorporated herein by reference to Exhibit 10.1 to SMC’s Current Report on Form 8-K12B filed August 1, 2024 (Commission File No. 001-35666)).
10.5		Grantor Joinder Agreement to the Intercreditor Agreement, dated August 1, 2024, by Summit Midstream Corporation (Incorporated herein by reference to Exhibit 10.2 to SMC’s Current Report on Form 8-K12B filed August 1, 2024 (Commission File No. 001-35666)).
10.6		Amended and Restated Employment Agreement, dated August 1, 2024, by and between Summit Operating Services Company, LLC and J. Heath Deneke (Incorporated herein by reference to Exhibit 10.3 to SMC’s Current Report on Form 8-K12B filed August 1, 2024 (Commission File No. 001-35666)).
10.7		Amended and Restated Employment Agreement, dated August 1, 2024, by and between Summit Operating Services Company, LLC and James D. Johnston (Incorporated herein by reference to Exhibit 10.4 to SMC’s Current Report on Form 8-K12B filed August 1, 2024 (Commission File No. 001-35666)).
10.8		Amended and Restated Employment Agreement, dated August 1, 2024, by and between Summit Operating Services Company, LLC and William J. Mault (Incorporated herein by reference to Exhibit 10.5 to SMC’s Current Report on Form 8-K12B filed August 1, 2024 (Commission File No. 001-35666)).
10.9		Amended and Restated Employment Agreement, dated August 1, 2024, by and between Summit Operating Services Company, LLC and Matthew B. Sicinski (Incorporated herein by reference to Exhibit 10.6 to SMC’s Current Report on Form 8-K12B filed August 1, 2024 (Commission File No. 001-35666)).
10.10		Summit Midstream Corporation 2024 Long-Term Incentive Plan (Incorporated herein by reference to Exhibit 10.7 to SMC’s Current Report on Form 8-K12B filed August 1, 2024 (Commission File No. 001-35666)).
31.1	+	Rule 13a-14(a)/15d-14(a) Certification, executed by Heath Deneke, President, Chief Executive Officer and Director
31.2	+	Rule 13a-14(a)/15d-14(a) Certification, executed by William J. Mault, Executive Vice President and Chief Financial Officer


32.1	+	Certifications required by Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350), executed by Heath Deneke, President, Chief Executive Officer and Director, and William J. Mault, Executive Vice President and Chief Financial Officer
101.INS	*	Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH	*	Inline XBRL Taxonomy Extension Schema
101.CAL	*	Inline XBRL Taxonomy Extension Calculation Linkbase
101.DEF	*	Inline XBRL Taxonomy Extension Definition Linkbase
101.LAB	*	Inline XBRL Taxonomy Extension Label Linkbase
101.PRE	*	Inline XBRL Taxonomy Extension Presentation Linkbase
104	*	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).


			Summit Midstream Corporation
			(Registrant)

November 12, 2024			/s/ WILLIAM J. MAULT
			William J. Mault, Executive Vice President and Chief Financial Officer (Principal Financial Officer)


Date:	November 12, 2024	/s/ Heath Deneke
		Heath Deneke President, Chief Executive Officer and Director (Principal Executive Officer)


/s/ Heath Deneke
Name:						Heath Deneke
Title:						President, Chief Executive Officer and Director (Principal Executive Officer)
Date:						November 12, 2024


/s/ William J. Mault
Name:						William J. Mault
Title:						Executive Vice President and Chief Financial Officer (Principal Financial Officer)
Date:						November 12, 2024