Confidential Treatment Requested by DT Midstream, Inc.
Pursuant to 17 C.F.R. Section 200.83
As confidentially submitted to the Securities and Exchange Commission on February 5, 2021.
This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential.
File No.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10
GENERAL FORM FOR REGISTRATION OF SECURITIES
Pursuant to Section 12(b) or (g) of
The Securities Exchange Act of 1934
DT Midstream, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 38-2663964 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) | |
| One Energy Plaza Detroit, Michigan | 48226-1279 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
Registrant’s telephone number, including area code:
[ ]
Copies to:
DTE Energy Company One Energy Plaza Detroit, Michigan 48226-1279 (313) 235-4000 Attn: JoAnn Chavez, Senior Vice President and Chief Legal Officer | Cravath, Swaine & Moore LLP Worldwide Plaza 825 Eighth Avenue New York, NY 10019 (212) 474-1000 Attn: Erik R. Tavzel Andrew C. Elken |
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class to be so Registered | Name of Each Exchange on Which Each Class is to be Registered | |
| Common Stock, par value $0.01 | [ ] |
Securities to be registered pursuant to Section 12(g) of the Act: None.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☒ | Smaller reporting company | ☐ | |||
| Emerging growth company | ☒ | |||||
If an emerging growth company, indicate by checkmark 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. ☒
Confidential Treatment Requested by DT Midstream, Inc.
Pursuant to 17 C.F.R. Section 200.83
DT Midstream, Inc.
Information Required in Registration Statement
Cross-Reference Sheet Between the Information Statement and Items of Form 10
This Registration Statement on Form 10 incorporates by reference information contained in our Information Statement filed as Exhibit 99.1 to this Form 10. For your convenience, we have provided below a cross-reference sheet identifying where the items required by Form 10 can be found in the Information Statement.
Item No. | Caption | Location in Information Statement | ||
| 1. | Business | See “Summary,” “Risk Factors,” “Cautionary Statement Concerning Forward-Looking Statements,” “The Spin-Off,” “Business,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Where You Can Find More Information” | ||
| 1A. | Risk Factors | See “Summary,” “Risk Factors” and “Cautionary Statement Concerning Forward-Looking Statements” | ||
| 2. | Financial Information | See “Summary,” “Risk Factors,” “Capitalization,” “Selected Historical Financial Data,” “Description of Our Indebtedness” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” | ||
| 3. | Properties | See “Business—Properties” and “Business—Our Operations and Business Segments” | ||
| 4. | Security Ownership of Certain Beneficial Owners and Management | See “Security Ownership of Certain Beneficial Owners and Management” | ||
| 5. | Directors and Executive Officers | See “Management” | ||
| 6. | Executive Compensation | See “Management” and “Executive Compensation” | ||
| 7. | Certain Relationships and Related Transactions, and Director Independence | See “Risk Factors,” “Management” and “Certain Relationships and Related Party Transactions” | ||
| 8. | Legal Proceedings | See “Business—Legal Proceedings” | ||
| 9. | Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters | See “Summary,” “The Spin-Off,” “Dividend Policy,” “Security Ownership of Certain Beneficial Owners and Management” and “Description of Our Capital Stock” | ||
| 10. | Recent Sales of Unregistered Securities | See “Description of Our Capital Stock” | ||
| 11. | Description of Registrant’s Securities to be Registered | See “Description of Our Capital Stock” | ||
| 12. | Indemnification of Directors and Officers | See “Description of Our Capital Stock” and “Certain Relationships and Related Party Transactions—Agreements with DTE Energy—Separation and Distribution Agreement” | ||
Confidential Treatment Requested by DT Midstream, Inc.
Pursuant to 17 C.F.R. Section 200.83
Item No. | Caption | Location in Information Statement | ||
| 13. | Consolidated Financial Statements and Supplementary Data | See “Summary,” “Selected Historical Financial Data” and “Index to Consolidated Financial Statements” and the consolidated financial statements referenced therein | ||
| 14. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | None | ||
| 15. | Consolidated Financial Statements and Exhibits | (a) Consolidated Financial Statements See “Index to Consolidated Financial Statements” and the consolidated financial statements referenced therein
(b) Exhibits
See below | ||
The following documents are filed as exhibits hereto:
Exhibit Number | Exhibit Description | |
| 2.1 | Form of Separation and Distribution Agreement between DTE Energy Company and DT Midstream, Inc.* | |
| 3.1 | Form of Amended and Restated Certificate of Incorporation of DT Midstream, Inc.* | |
| 3.2 | Form of Amended and Restated Bylaws of DT Midstream, Inc.* | |
| 10.1 | Form of Transition Services Agreement between DTE Energy Company and DT Midstream, Inc.* | |
| 10.2 | Form of Tax Matters Agreement between DTE Energy Company and DT Midstream, Inc.* | |
| 10.3 | Form of Employee Matters Agreement between DTE Energy Company and DT Midstream, Inc.* | |
| 21.1 | List of subsidiaries of DT Midstream, Inc.* | |
| 99.1 | Preliminary Information Statement of DT Midstream, Inc., subject to completion, dated February 5, 2021 | |
| 99.2 | NEXUS Gas Transmission, LLC Consolidated Financial Statements for the years ended December 31, 2019 and 2018 | |
| * | To be filed by amendment. |
Confidential Treatment Requested by DT Midstream, Inc.
Pursuant to 17 C.F.R. Section 200.83
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this Registration Statement on Form 10 to be signed on its behalf by the undersigned, thereunto duly authorized.
| DT Midstream, Inc. | ||
By: | ||
| Name: David Slater | ||
| Title: President and Chief Executive Officer | ||
Dated: [ ], 2021
