Explanatory Note
This Current Report on Form 8-K/A (this “Amendment”) amends and restates the Current Report on Form 8-K originally filed by DTE Energy Company on June 4, 2021 (the “Original Report”), which inadvertently omitted Exhibit 99.3. This Amendment includes the omitted Exhibit 99.3 and otherwise does not amend or update any information that was set forth in the Original Report.
| Item 7.01. | Regulation FD Disclosure. |
DT Midstream, Inc. (“DT Midstream”), a wholly owned subsidiary of DTE Energy Company (“DTE Energy”), previously filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form 10, initially publicly filed on May 7, 2021 (as amended, the “Registration Statement”), relating to the distribution by DTE Energy of all of the outstanding shares of common stock, par value $0.01, of DT Midstream (the “DT Midstream Common Stock”), to DTE Energy’s shareholders (the “Distribution”). The Registration Statement includes a preliminary information statement that describes the Distribution and provides important information regarding DT Midstream’s business and management. On June 4, 2021, the Commission declared the Registration Statement effective.
The final information statement, dated June 4, 2021, is furnished as Exhibit 99.1 to this Current Report on Form 8-K. DTE Energy has made the information statement publicly available on June 4, 2021, and expects to begin mailing to its shareholders an Important Notice Regarding the Availability of Materials as soon as reasonably practicable, the form of which is attached hereto as Exhibit 99.2 to this Current Report on Form 8-K.
In accordance with General Instruction B.2 of Form 8-K, the information furnished pursuant to this Item 7.01, including Exhibit 99.1 and Exhibit 99.2, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth in such a filing.
On June 4, 2021, DTE Energy announced certain information regarding the expected timing and details of the Distribution. The DTE Energy board of directors has declared a pro rata dividend of DT Midstream Common Stock to be made effective at 12:01 a.m., Eastern Time, on July 1, 2021 (the “Distribution Date”), to DTE Energy’s shareholders of record as of 5:00 p.m., Eastern Time, on June 18, 2021 (the “Record Date”). On the Distribution Date, each DTE Energy shareholder of record as of the Record Date will receive a distribution of one share of DT Midstream Common Stock for every two shares of common stock, without par value, of DTE Energy, that it holds on the Record Date. DTE Energy shareholders will receive cash in lieu of fractional shares of DT Midstream Common Stock. The Distribution is subject to the satisfaction or waiver of certain conditions, which are described in the final information statement. A copy of the press release is attached hereto as Exhibit 99.3, and is incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits. |
