10-12B 1 d33289d1012b.htm 10-12B

As filed with the Securities and Exchange Commission on May 7, 2021.

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:

(313) 402-8532

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, New York 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 |  | New York Stock Exchange

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. ☒

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,” “Unaudited Pro Forma Consolidated Financial Statements,” “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”

Item No. |  | Caption |  | Location in Information Statement
13. |  | Consolidated Financial Statements and Supplementary Data |  | See “Summary,” “Selected Historical Financial Data,” “Unaudited Pro Forma Consolidated Financial Statements” 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 “Unaudited Pro Forma Consolidated Financial Statements” and “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.
10.4 |  | Form of DT Midstream, Inc. Long-Term Incentive Plan
21.1 |  | List of subsidiaries of DT Midstream, Inc.
99.1 |  | Preliminary Information Statement of DT Midstream, Inc., subject to completion, dated May 7, 2021
99.2 |  | NEXUS Gas Transmission, LLC Consolidated Financial Statements for the years ended December 31, 2019 and 2018
99.3 |  | NEXUS Gas Transmission, LLC Consolidated Financial Statements for the years ended December 31, 2020 and 2019

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: |  | /s/ David Slater
|  | Name: David Slater
|  | Title: President and Chief Executive Officer

Dated: May 7, 2021