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): December 12, 2024
Commission File Number: 1-40392
DT Midstream, Inc.
| Delaware | 38-2663964 |
| (State or other jurisdiction of incorporation or organization) | (I.R.S Employer Identification No.) |
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:
| ☐ | 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 Act:
| Title of Each Class | Trading Symbol(s) | Name of Exchange on which Registered | ||
| Common stock, par value $0.01 | DTM | New York Stock Exchange |
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. ☐
| Item 1.01. | Entry into a Material Definitive Agreement. |
Amendment to Credit Agreement
On December 12, 2024, DT Midstream, Inc. (the “Company”) entered into an Amendment No. 4 to Credit Agreement (the “Amendment”) amending certain of the terms of its Credit Agreement, dated as of June 10, 2021, among the Company, as borrower, the lenders and letter of credit issuers party thereto and Barclays Bank PLC, as administrative agent and collateral agent. The Amendment, among other things, extends the maturity date of the Company’s revolving credit facility to the date that is the five year anniversary of the date on which the Amendment becomes effective, and implements customary “limited condition transactions” provisions, enabling the Company to enter into future acquisitions and other transactions with the conditionality to the consummation thereof subject only to customary “SunGard” conditions.
The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit | Description | |
| 10.1 | Amendment No. 4 to Credit Agreement, dated as of December 12, 2024, by and among DT Midstream, Inc., lenders party thereto and Barclays Bank PLC, as administrative agent and collateral agent. | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL). |
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: December 12, 2024
DT MIDSTREAM, INC. (Registrant) | |
| by | |
| /s/ Jeffrey A. Jewell | |
| Name: Jeffrey A. Jewell | |
| Title: Executive Vice President and Chief Financial Officer | |