Tailwater announces sale of Tall Oak Midstream Operating to Summit Midstream

Tailwater Capital announced that it has entered into definitive agreements with Summit Midstream Corporation and its wholly owned subsidiary Summit Midstream Partners, whereby Summit will acquire Tall Oak Midstream Operating, and its subsidiaries for a total consideration of approximately $450M. Consideration is comprised of $155Min cash, approximately 7.5 million shares of a combination of SMC Class B common stock and common units of the Partnership, representing approximately 40% ownership in the pro forma company, and up to $25M contingent consideration in cash over certain measurement periods through March 31, 2026. The transaction is expected to close in the Q4, subject to customary closing conditions, shareholder approval and regulatory approvals. Upon closing, four directors appointed by Tailwater Capital will serve on the pro forma Summit Board. TPH&Co., the energy business of Perella Weinberg Partners, served as exclusive financial advisor to Tailwater Capital. Kirkland & Ellis served as legal advisor to Tall Oak Midstream and Tailwater Capital. Guggenheim Securities, served as financial advisor and Locke Lord served as legal advisor to Summit.