Summit Midstream Corporation (SMC) Earnings Call Transcript & Summary

Hello, and welcome to the Summit Midstream Partners LP Special Meeting of Unitholders. Please note that this meeting is being recorded. [Operator Instructions] It is my pleasure to now turn the meeting over to James Johnston, Executive Vice President and General Counsel. Mr. Johnston, the floor is yours.

Thanks, and welcome, everyone, to Summit Midstream Partners Special Meeting of Unitholders. As said, I'm James Johnston, Executive Vice President, General Counsel, Chief Compliance Officer and Secretary of the partnership, and I'll also be acting as Chair for the special meeting. I would first like to introduce the members of our Board of Directors. Heath Deneke is our President and Chief Executive Officer, and has also served as Chair of the Board since 2019. Jim Cleary was appointed in 2020 and serves as our Lead Independent Director. Lee Jacobe was appointed in 2019. Rob McNally was appointed in 2020. Rommel Oates was appointed in 2022. Jerry Peters was appointed in 2012 and Marguerite Woung-Chapman was appointed in 2020. We have also present today Bill Mault, Executive Vice President and Chief Financial Officer; Matt Sicinski, Senior Vice President and Chief Accounting Officer; Randall Burton, Director of Finance, Treasurer and Investor Relations as well as other members of the management team. We also have present representatives of Kirkland & Ellis, our outside legal counsel in connection with the corporate reorganization. I have designated Mr. Chris Hall from Equiniti Trust Company, our transfer agent, to serve as the Inspector of Elections. Notice of this meeting, which contain instructions on out of vote was sent to each unitholder of record as of the close of business on June 7, 2024, the record date for this meeting, along with the proxy statement. I have set the agenda for the special meeting which you should be able to see on your screen. It is now 2:02 p.m. Central Time, and the special meeting is now formally called to order. A unit holder wishing to ask a question regarding any of the items of business for the special meeting may submit the question using the messaging tab on your screen. Please provide your name and state whether you are a unitholder or a proxy for a unitholder. If you are a proxy for a unitholder, please provide the name of the unitholder you represent. We have in our possession a list of unitholders entitled to vote at the special meeting and the valid proxies received from those unitholders as provided to us by our transfer agent. Next on the agenda is the determination of quorum. Our partnership agreement provides that the presence in person or by proxy of holders representing the majority of the outstanding common units of the partnership shall constitute a quorum for the special meeting. Mr. Hall, please provide the inspector's report on whether a quorum is present.

Mr. Johnston there are present at the special meeting in person or by proxy, 8,334,123 common units, representing approximately 78% of common units outstanding as of June 7, 2024, the record date for this special meeting. This constitutes a quorum.

Thank you, Chris. I declare that a quorum is present in person and by proxy. Therefore, the special meeting is lawfully and properly convened. We will now proceed with the items presented in the proxy statement furnished to our common unitholders. If you have already submitted a ballot proxy vote and do not wish to revoke it, you do not have to vote during the special meeting. Your vote will be cast as indicated on your proxy card. If you wish to change your vote or have not yet voted, please vote now using the voting tab on your screen. You are able to vote at any time during the special meeting until I close the polls. The special meeting will now consider the 2 business items on the agenda as set out in further detail in the proxy statement, which are: one, the approval of the merger proposal; and two, the approval of the advisory governing documents proposal, which includes the following 5 sub proposals. First, a proposal to require that any action required or permitted to be taken by the stockholders of Summit Midstream Corporation must be taken at a duly called annual or special meeting of Stockholders of Summit Midstream Corporation and may not be taken by any consent in writing by such stockholders; second, a proposal to provide that special meetings of stockholders of Summit Midstream Corporation may be called only by or at the direction of the Board of Directors of Summit Midstream Corporation, the Chairman thereof or the Chief Executive Officer. Third, a proposal to provide that the Board of Directors of Summit Midstream Corporation may without stockholder approval, authorize the issuance of preferred stock, $0.01 par value per share from time to time in one or more series. And with respect to each series of preferred stock, fix and state by resolution, the designation and the powers, preferences, rights, qualifications, limitations and restrictions relating to each series of preferred stock. Fourth, a proposal that the Board of Directors of Summit Midstream Corporation may without stockholder approval, authorize the issuance of common stock, $0.01 par value per share from time to time in one or more series. And with respect to each series of such bank check common stock, fixed and state by resolution, the designation and the powers, privileges, rights, qualifications, limitations and restrictions related to each such series of blank check common stock. And fifth and finally, a proposal to adopt the change [ re court ] of the State of Delaware or and if and only if the Court of Chancery of the state of Delaware lacks requisite subject manager jurisdiction, any state court located within the State of Delaware or if and only if all such state courts lack subject matter jurisdiction, the Federal District Court for the District of Delaware and any appellate court there from as the exclusive forum for certain stockholder litigation in the Federal District Court of the United States of America as the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act of 1933 as amended against Summit Midstream Corporation or any director, officer, employee or agent of subject Summit Midstream Corporation, unless Summit Midstream Corporation consents in writing to the selection of an alternative forum. The notice unitholder list and affidavit of distribution will be filed with the minutes of this special meeting. 2 proposals were made by the Board of Directors, and the Board recommends that you vote in favor of each proposal. We will now pause for any questions that have been submitted. As a reminder, while you're waiting if you have any questions after the special meeting, please contact Summit investor relations at ir@summitmidstream.com. Randall, are there any questions related to the proposals?

There are no questions.