DRS/A 1 filename1.htm DRS/A

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 March 19, 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

 

 

Amendment No. 1

to

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, 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   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. ☒

 

 

 

 

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,” “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”

 

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,” “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.*
21.1    List of subsidiaries of DT Midstream, Inc.*
99.1    Preliminary Information Statement of DT Midstream, Inc., subject to completion, dated March 19, 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

 

*

To be filed by amendment.

†

Previously filed on February 5, 2021.

 

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