Acquisition/Asset Disposal Form 8 K

Item 2.01 Completion of Acquisition or Disposition of Assets.

On August 1, 2024, Summit Midstream Partners, LP (the "Partnership"), completed the previously announced transactions contemplated by the Agreement and Plan of Merger (the "Merger Agreement"), by and among the Partnership, Summit Midstream Corporation, a Delaware corporation (the "Corporation"), Summit SMC NewCo, LLC ("Merger Sub"), a wholly-owned subsidiary of the Corporation, and Summit Midstream GP, LLC, the general partner of the Partnership (the "General Partner"), pursuant to which Merger Sub merged with and into the Partnership (the "Merger"), with the Partnership continuing as the surviving entity and a wholly-owned subsidiary of the Corporation (the "Corporate Reorganization"), with each common unit representing limited partner interests in the Partnership (the "Common Units") being automatically converted into the right to receive one share of the Corporation's common stock, par value $0.01 ("Common Stock").

Pursuant to the Merger Agreement, at the effective time of the Merger (the "Effective Time"), (i) each Common Unit was automatically converted into the right to receive one share of Common Stock, and (ii) each of the Partnership's 9.50% Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units representing limited partner interests in the Partnership ("Series A Preferred Units" and, together with the Common Units, the "Partnership Equity") was automatically converted into the right to receive one share of Series A Floating Rate Cumulative Redeemable Perpetual Preferred Stock, par value $0.01 per share ("Series A Preferred Stock").

No fractions of a share of Common Stock or Series A Preferred Stock were issued. In the event of an adjustment pursuant to the Merger Agreement such that a fraction of a share of Common Stock or Series A Preferred Stock was issuable to a unitholder pursuant to the Merger Agreement, such unitholder received a number of shares of Common Stock or Series A Preferred Stock that is rounded up to the nearest whole share.

Pursuant to the Merger Agreement, at the Effective Time, each outstanding phantom unit award granted under the Summit Midstream Partners, LP 2012 Long-Term Incentive Plan, as amended and restated, or the Summit Midstream Partners, LP 2022 Long-Term Incentive Plan, as amended (the "Partnership Phantom Unit Awards"), was converted into an award of restricted stock units relating to a number of shares of Common Stock of the Corporation (the "Corporation RSUs") equal to the number of Common Units subject to such Partnership Phantom Unit Award as of immediately prior to the Effective Time. The Corporation RSUs are subject to substantially the same terms and conditions as were applicable to the converted Partnership Phantom Unit Awards, including vesting and payment timing provisions, as applicable.

Pursuant to the Merger Agreement, the Corporation issued approximately 10.6 million shares of Common Stock to the unitholders as merger consideration as described above.

The foregoing description of the Merger Agreement is only a summary and is subject to, and entirely qualified by reference to, the full text of the Merger Agreement, a copy of which was filed as Exhibit 2.1 to the Partnership's Current Report on Form 8-K, filed with the U.S. Securities and Exchange Commission (the "SEC") on June 3, 2024, and which is incorporated herein by reference.