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): November 21, 2024
Commission File Number: 1-40392
DT Midstream, Inc.
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Delaware
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38-2663964
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S Employer
Identification No.)
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Registrant’s address of principal executive offices: 500 Woodward Ave., Suite 2900, Detroit, Michigan 48226-1279
Registrant’s telephone number, including area code: (313) 402-8532
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:
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class
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Trading Symbol(s)
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Name of Exchange on which Registered
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Common stock, par value $0.01
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DTM
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New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act (17 CFR 230.405) or Rule 12b-2
under Exchange Act (17 CFR 240.12b-2).
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. ☐
On November 21, 2024, DT Midstream, Inc. (the “Company”) issued a press release announcing the pricing of its offering of $650,000,000 aggregate principal amount of the Company’s 5.800% senior secured
notes due 2034. A copy of the press release is included as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
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Item 9.01
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Financial Statements and Exhibits.
(d) Exhibits
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Exhibit
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Description
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Pricing Press Release, dated November 21, 2024
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104
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Cover Page Interactive Data File (formatted as Inline XBRL)
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SIGNATURE
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.
Date: November 22, 2024
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DT MIDSTREAM, INC.
(Registrant)
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by
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/s/ Wendy A.T. Ellis
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Name:
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Wendy A.T. Ellis
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Title:
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Executive Vice President,
General Counsel and
Corporate Secretary
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Exhibit 99.1
DT MIDSTREAM ANNOUNCES PRICING OF OFFERING OF SENIOR SECURED NOTES
DETROIT, November 21, 2024 — DT Midstream, Inc. (“DT Midstream” or the “Company”) (NYSE: DTM) today announced that it has priced an offering (the “Offering”)
of $650,000,000 of 5.800% Senior Secured Notes due 2034 (the “Notes”). The Notes will be issued by DT Midstream, guaranteed by certain of DT Midstream’s subsidiaries and secured by a first priority lien on certain assets of DT Midstream and its
subsidiary guarantors that secure DT Midstream’s existing credit facilities and existing senior secured notes. The Offering is expected to close on December 6, 2024, subject to the satisfaction of customary closing conditions.
DT Midstream intends to use the net proceeds from the sale of the Notes, together with the proceeds from its recently completed offering of common stock,
borrowings under its revolving credit facility and cash on hand, to fund the consideration payable by DT Midstream in the previously announced, pending acquisition of all of the equity interests in Guardian Pipeline, L.L.C., Midwestern Gas
Transmission Company and Viking Gas Transmission Company from ONEOK Partners Intermediate Limited Partnership and Border Midwestern Company (the “Pending Acquisition”).
The Notes are being sold in a private placement to persons reasonably believed to be “qualified institutional buyers” pursuant to Rule 144A under the
Securities Act of 1933, as amended (the “Securities Act”), and to non-U.S. persons outside the United States under Regulation S under the Securities Act. The Notes have not been and will not be registered under the Securities Act 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 other applicable securities laws.
This press release is neither an offer to sell nor a solicitation of an offer to buy the Notes, nor shall there be any sale of the Notes 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 DT Midstream
DT Midstream (NYSE: DTM) is an owner, operator and developer of natural gas interstate and intrastate pipelines, storage and gathering systems, compression,
treatment and surface facilities. The Company transports clean natural gas for utilities, power plants, marketers, large industrial customers and energy producers across the Southern, Northeastern and Midwestern United States and Canada. The
Detroit-based company offers a comprehensive, wellhead-to-market array of services, including natural gas transportation, storage and gathering. DT Midstream is transitioning towards net zero greenhouse gas emissions by 2050, including a goal of
achieving 30% of its carbon emissions reduction by 2030.
Forward-Looking Statements
This release contains statements which, to the extent they are not
statements of historical or present fact, constitute “forward-looking statements” under the securities laws. Forward-looking statements can be identified by the use of words such as “believe,” “expect,” “expectations,” “plans,” “intends,”
“continues,” “forecasts,” “goals,” “strategy,” “prospects,” “estimate,” “project,” “scheduled,” “target,” “anticipate,” “could,” “may,” “might,” “will,” “should,” “see,” “guidance,” “outlook,” “confident” and other words of similar meaning. The
absence of such words, expressions or statements, however, does not mean that the statements are not forward-looking.
Forward-looking statements are not guarantees of future results and conditions, but rather are subject to numerous assumptions, risks, and uncertainties that
may cause actual future results to be materially different from those contemplated, projected, estimated, or budgeted. This release contains forward-looking statements about DT Midstream’s intention to issue the Notes at the closing of the Offering,
DT Midstream’s intended use of proceeds and the Pending Acquisition. The closing of the Offering of the Notes is subject to the satisfaction of customary closing conditions. DT Midstream may not be able to close the Offering of the Notes on the
anticipated timeline or at all. For additional discussion of risk factors which may affect DT Midstream’s results, please see the discussion under the section entitled “Risk Factors” in our Annual Report on Form 10-K and any other reports filed with
the SEC.
The above list of factors is not exhaustive. New factors emerge from time to time. DT Midstream cannot predict what factors may arise or how such factors may
cause actual results to vary materially from those stated in forward-looking statements. Given the uncertainties and risk factors that could cause our actual results to differ materially from those contained in any forward-looking statement, you
should not put any undue reliance on any forward-looking statements.
Any forward-looking statements speak only as of the date on which such statements are made. We are under no obligation to, and expressly disclaim any
obligation to, update or alter our forward-looking statements, whether as a result of new information, subsequent events or otherwise.