DT Midstream, Inc.DTM
DT Midstream, Inc. Debt Disclosure
DEBT
Amendments to Credit Agreement
In December 2024, we amended our Credit Agreement to, among other things, extend the Revolving Credit Facility maturity date to December 2029 and implement customary "limited condition transaction provisions", enabling us to enter into future acquisitions and other transactions with the conditionality to the consummation thereof subject only to customary "SunGard" conditions, which provide additional financing certainty and reduce the number of conditions required. In November 2024, we amended our Credit Agreement to permit the Company to incur certain customary bridge loans, including the Bridge Facility, a $700 million 364-day bridge loan facility committed by Barclays Bank PLC, which provided certain backstop funding for our Midwest Pipeline Acquisition. Bridge Facility issuance fees of $4 million were incurred during the year ended December 31, 2024 and recorded as interest expense on our Consolidated Statements of Operations.
Debt Issuances
In November 2024, we issued $650 million in aggregate principal amount of 5.800% senior notes due December 2034. At issuance, the 2034 Notes were guaranteed by certain of our subsidiaries and secured by a first priority lien on certain assets of DT Midstream and our subsidiary guarantors that secure our existing credit facilities. The collateral was released on May 16, 2025 following an Investment Grade Event under the respective indenture. In the event of a Reversion Event (as defined in the respective indenture), the collateral is required to be reinstated. As part of the issuance of the 2034 Notes, we capitalized debt issuance costs and discount costs of approximately $5 million and $1 million, respectively.
Debt Redemptions
In September 2024, we repaid the remaining indebtedness under the Term Loan Facility of $399 million. The early redemption resulted in a loss on extinguishment of debt of $4 million related to the write-off of unamortized discount and issuance costs, which was recorded as a loss from financing activities on our Consolidated Statements of Operations for the year ended December 31, 2024. There were no prepayment costs in conjunction with the early redemption of the Term Loan Facility.
Interest Expense
The following table summarizes our interest expense:
| Year Ended December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| (millions) | |||||||||||||||||
| Interest expense | $ | 169 | $ | 163 | $ | 170 | |||||||||||
| Capitalized interest | (8) | (10) | (20) | ||||||||||||||
| Total interest expense, net | $ | 161 | $ | 153 | $ | 150 | |||||||||||
Long-Term Debt
The following is a summary of long-term debt:
______________________________
| Maturity | December 31, | December 31, | ||||||||||||||||||||||||||||||
| Title | Type | Interest Rate | Date | 2025 | 2024 | |||||||||||||||||||||||||||
| (millions) | ||||||||||||||||||||||||||||||||
| 2029 Notes | Senior Notes (a) | 4.125% | 2029 | $ | 1,100 | $ | 1,100 | |||||||||||||||||||||||||
| 2031 Notes | Senior Notes (a) | 4.375% | 2031 | 1,000 | 1,000 | |||||||||||||||||||||||||||
| 2032 Notes | Senior Notes (b), (c) | 4.300% | 2032 | 600 | 600 | |||||||||||||||||||||||||||
| 2034 Notes | Senior Notes (a), (c) | 5.800% | 2034 | 650 | 650 | |||||||||||||||||||||||||||
| Long-term debt principal | 3,350 | 3,350 | ||||||||||||||||||||||||||||||
| Unamortized debt discount | (1) | (1) | ||||||||||||||||||||||||||||||
| Unamortized debt issuance costs | (25) | (30) | ||||||||||||||||||||||||||||||
| Long-term debt, net | $ | 3,324 | $ | 3,319 | ||||||||||||||||||||||||||||
(a) Interest payable semi-annually in arrears each June 15 and December 15.
(b) Interest payable semi-annually in arrears each April 15 and October 15.
(c) The collateral was released on May 16, 2025 following an Investment Grade Event under the respective indentures. In the event of a Reversion Event (as defined in the respective indentures), the collateral is required to be reinstated in accordance with the respective indentures.
The following table presents scheduled debt maturities, excluding any unamortized discount on debt:
| 2026 | 2027 | 2028 | 2029 | 2030 and thereafter | Total | |||||||||||||||||||||||||||||||||
| (millions) | ||||||||||||||||||||||||||||||||||||||
| Debt maturities | $ | — | — | — | 1,100 | 2,250 | $ | 3,350 | ||||||||||||||||||||||||||||||
Short-Term Credit Arrangements and Borrowings
The following table presents the availability under the Revolving Credit Facility:
______________________________
| December 31, | |||||
| 2025 | |||||
| (millions) | |||||
| Total availability | |||||
Revolving Credit Facility, expiring December 2029 (a) | $ | 1,000 | |||
| Amounts outstanding | |||||
Revolving Credit Facility borrowings | — | ||||
Letters of credit (b) | 17 | ||||
| 17 | |||||
| Net availability | $ | 983 | |||
(a) The collateral was released on May 16, 2025 following an Investment Grade Event under the Credit Agreement. To the extent the collateral is reinstated under either of the 2032 Notes or the 2034 Notes, the collateral would also be reinstated under the Credit Agreement.
(b) This amount includes $16 million of letters of credit issued to third-party creditors on behalf of Millennium to support its outstanding debt obligations.
Borrowings under the Revolving Credit Facility, if any, are used for general corporate purposes, acquisitions, and letter of credit issuances to support our operations and liquidity. The 2024 amendment costs of the Revolving Credit Facility of $3 million were capitalized during the year ended December 31, 2024. Revolving Credit Facility issuance and amendment costs, net of amortization, of $6 million and $7 million as of December 31, 2025 and 2024, respectively, are included in other noncurrent assets in our Consolidated Statements of Financial Position and are being amortized over the remaining term of the Revolving Credit Facility.
On May 16, 2025, an Investment Grade Event occurred under our Credit Agreement which, among other changes, automatically released the guarantees and collateral supporting our obligations under the Credit Agreement.
Upon the occurrence of the Investment Grade Event, the negative covenants were automatically amended to create additional flexibility for DT Midstream and its subsidiaries such that (i) the indebtedness negative covenant remains applicable solely to restrict DT Midstream’s restricted subsidiaries, (ii) the former restriction related to prepayments of junior indebtedness has fallen away, and (iii) the remaining negative covenants, including those related to liens, mergers, consolidations, liquidations or dissolutions, sales, transfers or other dispositions, investments, acquisitions, loans or advances, dividends and
distributions or repurchases of capital stock, entering into agreements that limit the ability of the restricted subsidiaries to make distributions to DT Midstream, and transactions with affiliates, were amended automatically to provide for flexibility customary for investment grade companies.
From and after the occurrence of the Investment Grade Event, the Credit Facility requires maintenance of (i) only the maximum consolidated net leverage ratio. The maximum consolidated net leverage ratio is set at 5 to 1 (except, that the Company may elect to temporarily step up the maximum consolidated net leverage ratio to 5.5 to 1 for a period of up to three fiscal quarters after the consummation of an acquisition or investment involving consideration exceeding $50 million). The consolidated net leverage ratio means the ratio of net debt determined in accordance with GAAP to annual consolidated EBITDA, as defined in the Credit Agreement. The Credit Agreement definition of annual consolidated EBITDA excludes EBITDA from equity method investees, but includes dividends and distributions from equity method investees. As of December 31, 2025, the consolidated net leverage ratio was 2.9 to 1 and we were in compliance with the financial covenant.
Dividend Restrictions
Upon the occurrence of the Investment Grade Event, the dividend restrictions under the indentures governing our Senior Notes were terminated and the negative covenants under the Credit Agreement related to dividends were amended automatically to provide for additional flexibility.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 19, 2026 | Showing above |
| 2024 | Feb 26, 2025 | |
| 2023 | Feb 16, 2024 | |
| 2022 | Feb 16, 2023 | |
| 2021 | Feb 25, 2022 | |
About Debt Disclosures
Debt disclosures detail a company's borrowing structure — the types of instruments, interest rates, maturity schedule, and covenant restrictions that define its financial obligations and flexibility. This section is essential for assessing refinancing risk, interest rate exposure, and the margin of safety against financial distress.
Key signals: the maturity schedule reveals concentration risk — large maturities within 1-2 years during tight credit markets can force dilutive refinancing or asset sales. Compare the fair value of debt against carrying amount to gauge whether the market views the company's credit risk differently than the balance sheet suggests. Watch covenant compliance disclosures for tightening cushions, especially leverage and interest coverage ratios. Variable-rate debt exposure quantifies sensitivity to interest rate changes. Secured versus unsecured mix affects recovery rates and future borrowing capacity. Compare net debt-to-EBITDA against industry peers and covenant limits to assess financial health.