Core Viewpoint - Summit Midstream Corporation is offering $250 million in additional 8.625% Senior Secured Second Lien Notes due 2029 to repay borrowings and for general corporate purposes [1][2]. Group 1: Offering Details - The Additional Notes will be issued under the same indenture as the existing $575 million of 8.625% Senior Secured Second Lien Notes due 2029 and will have substantially identical terms [1]. - The net proceeds from the Offering will be used to repay a portion of the outstanding borrowings under the asset-based lending credit facility and for general corporate purposes [1]. Group 2: Security and Guarantees - The Additional Notes will be guaranteed on a senior second-priority basis by the Company and certain existing and future subsidiaries [2]. - The Additional Notes will initially be secured on a second-priority basis by the same collateral pledged for the benefit of the Company's lenders under the ABL Facility [2]. Group 3: Regulatory Compliance - The Additional Notes are being offered only to qualified institutional buyers and non-U.S. persons in compliance with relevant regulations [3]. - The offer and sale of the Additional Notes have not been registered under the Securities Act or any state securities laws [3][4]. Group 4: Company Overview - Summit Midstream Corporation focuses on developing, owning, and operating midstream energy infrastructure assets in key unconventional resource basins in the continental United States [5]. - The Company provides natural gas, crude oil, and produced water gathering, processing, and transportation services primarily through long-term, fee-based agreements [5].

Core Viewpoint - Phio Pharmaceuticals has received a positive recommendation from the Safety Monitoring Committee to escalate the dose in its Phase 1b clinical trial for PH-762, indicating a promising safety profile and potential efficacy in treating certain skin cancers [2][3][5]. Company Overview - Phio Pharmaceuticals Corp. is a clinical-stage biotechnology company focused on developing therapeutics using its proprietary INTASYL® siRNA gene silencing technology, aimed at enhancing the immune system's ability to target and kill cancer cells [3][5]. Clinical Trial Details - The Phase 1b clinical trial for PH-762 involves patients with cutaneous squamous cell carcinoma, melanoma, and Merkel cell carcinoma. The second cohort included 4 patients, with the first two showing a complete response (100% tumor clearance) and a partial response (90% clearance) at Day 36 [4][6]. - The intratumoral injections of PH-762 have been well tolerated, with no dose-limiting toxicities or serious adverse events reported [5][6]. Product Information - PH-762 is designed to silence PD-1 and represents a potential non-surgical treatment option for skin cancers. The trial received FDA clearance for an Investigational New Drug Application in the second quarter of 2023 [6].

Financial Performance - Total revenues for the three months ended September 30, 2024, were $102,415 thousand, a decrease of 15.5% compared to $121,193 thousand for the same period in 2023[21]. - Net income attributable to common equity holders for the three months ended September 30, 2024, was a loss of $204,941 thousand, compared to a loss of $2,753 thousand for the same period in 2023[21]. - The company reported a net loss before income taxes of $54,968 thousand for the three months ended September 30, 2024, compared to income of $3,946 thousand for the same period in 2023[21]. - The company recorded a net income tax benefit of $142,573 thousand for the three months ended September 30, 2024, compared to an expense of $72 thousand in the same period last year[21]. - The company reported a net loss of $201.5 million for the three months ended September 30, 2024, compared to a net income of $0.3 million for the same period in 2023[60]. - The net income attributable to common equity holders for the nine months ended September 30, 2024, was a loss of $110 million, compared to a loss of $41.1 million for the same period in 2023[60]. Equity and Liabilities - As of September 30, 2024, total equity stood at $651.484 million, down from $718.563 million as of December 31, 2023[18]. - Total liabilities and equity amounted to $1.999 billion as of September 30, 2024, compared to $2.494 billion at the end of 2023[18]. - The accumulated deficit was recorded at $(157.798) million as of September 30, 2024[18]. - Total debt as of September 30, 2024, is $956.97 million, a decrease from $1.47 billion on December 31, 2023[47]. - The First Lien Net Leverage Ratio is 0.84:1.00, and the Interest Coverage Ratio is 2.42:1.00 as of September 30, 2024, indicating compliance with financial covenants[48]. Cash Flow and Capital Expenditures - For the nine months ended September 30, 2024, net cash provided by operating activities was $40,124,000, down from $110,759,000 in the same period of 2023[26]. - Capital expenditures for the nine months ended September 30, 2024, were $37,861,000, a decrease from $49,863,000 in 2023[26]. - Cash interest paid in 2024 was $89.4 million, an increase from $72.7 million in 2023[61]. - Cash flows used in investing activities included $332.7 million from the sale of Ohio Gathering and $292.3 million from the Utica Sale for the nine months ended September 30, 2024[125]. Revenue Sources and Business Operations - The company generates a majority of its revenues through long-term and fee-based gathering agreements, many of which include minimum volume commitments (MVCs)[140]. - The estimated revenue expected to be recognized from gathering services and related fees for the remainder of 2024 is $12.0 million, with projections of $37.2 million in 2025 and $26.1 million in 2026[33]. - The company is involved in the production of natural gas and crude oil from unconventional resource basins, requiring hydraulic fracturing[13]. - The Double E Project focuses on the development and construction of the Double E Pipeline, enhancing transportation services in the Delaware Basin[7]. Asset Management - As of September 30, 2024, the net property, plant, and equipment amounted to $1.35 billion, down from $1.70 billion as of December 31, 2023[41]. - The company recognized an impairment of $68.0 million related to the Mountaineer Midstream system and compression assets, based on estimated fair value[32]. - The company completed the sale of Summit Utica for a cash price of $625.0 million, recognizing a total gain of $212.5 million during the quarterly period ended March 31, 2024[31]. Market and Economic Conditions - The company anticipates ongoing impacts from geopolitical events affecting commodity prices, including the Russia-Ukraine conflict and Middle East tensions[79]. - Future business will be influenced by U.S. shale production dynamics and capital market conditions[79]. - The company is exposed to fluctuations in natural gas, NGLs, and crude oil prices due to political or economic measures taken by various countries or OPEC[134]. Corporate Governance and Structure - The company completed a corporate reorganization effective August 1, 2024, transitioning from a limited partnership to a corporation[27]. - The merger resulted in the conversion of each outstanding common unit into one share of common stock, impacting the equity structure[27]. - The company plans to expand its board from seven to eleven directors following the Business Contribution Agreement with Tall Oak Midstream[81]. Legal and Regulatory Matters - The company is involved in various litigation and administrative proceedings, but management believes these will not materially affect its financial position[66]. - The company does not anticipate recognition of any significant liabilities for uncertain tax positions during the next 12 months[30]. Interest and Debt Management - The company has entered into interest rate hedges covering approximately 90% of the Permian Term Loan Facility at a fixed SOFR rate of 1.23%[48]. - The applicable margin for adjusted SOFR borrowings is 2.75%, with an interest rate of 7.70% as of September 30, 2024[48]. - The company has $120.0 million of interest rate exposure hedged to offset the impact of changes in interest rates on its Permian Transmission Term Loan[139].

Financial Data and Key Metrics Changes - Summit Midstream Corporation generated $45.2 million in adjusted EBITDA for Q3 2024, representing a 9% quarter-over-quarter growth [7][20] - The company reported a net loss of $197 million, impacted by a $142 million non-cash income tax expense related to the C-Corp conversion [20] - Capital expenditures totaled $10.9 million, primarily spent in the Rockies segment [20] Business Line Data and Key Metrics Changes - In the Rockies segment, adjusted EBITDA was $24.9 million, a 9% increase from the previous quarter, driven by increased product margin [21] - The Permian Basin segment reported adjusted EBITDA of $8.4 million, an increase of $0.8 million due to higher volume throughput [23] - The Barnett segment's adjusted EBITDA increased to $7.3 million, a rise of $1.9 million, primarily due to a 26% increase in volume throughput [25] Market Data and Key Metrics Changes - Volume throughput in the Double E Pipeline averaged 661 million cubic feet per day, a 20% increase from the previous quarter and approximately 100% year-over-year [23] - Natural gas volumes in the Rockies averaged 128 million cubic feet per day, a decrease of 2 million cubic feet per day from the second quarter [22] Company Strategy and Development Direction - The company reorganized from an MLP to a C-Corp, simplifying its structure and increasing trading liquidity [8] - Summit executed refinancing transactions that reduced total debt and extended the nearest debt maturity to 2029 [9] - The acquisition of Tall Oak Midstream is expected to enhance the company's scale and diversify its portfolio [10][11] Management's Comments on Operating Environment and Future Outlook - Management noted encouraging activity levels behind their systems, expecting continued adjusted EBITDA growth in Q4 2024 [12] - The company anticipates generating $45 million to $50 million of adjusted EBITDA in Q4 2024, representing about 5% growth quarter-over-quarter [18] - Management expressed optimism about the potential for 2025 to mirror 2024 in terms of well connections in the Barnett region [14] Other Important Information - A special meeting of shareholders is scheduled for November 29, 2024, regarding the Tall Oak acquisition [27] Q&A Session Summary - No questions were raised during the Q&A session [28]

Financial Performance - Third quarter 2024 net loss of $197.5 million, including $142.6 million non-cash income tax expense primarily due to the C-Corp conversion[2] - Generated adjusted EBITDA of $45.2 million, representing approximately 9% quarter-over-quarter growth, with Distributable Cash Flow (DCF) of $22.1 million and Free Cash Flow (FCF) of $9.9 million[2] - Expect to generate approximately $45 million to $50 million of adjusted EBITDA in the fourth quarter 2024[2] - Net loss for the nine months ended September 30, 2024, was $88.4 million, compared to a net loss of $23.8 million in the same period in 2023[41] - Adjusted EBITDA for the nine months ended September 30, 2024, was $158.4 million, down from $191.8 million in the same period in 2023[42] - Net income for Q3 2024 was a loss of $197.5 million, compared to a profit of $3.9 million in Q3 2023[46] - Adjusted EBITDA for Q3 2024 was $45.2 million, down from $72.8 million in Q3 2023[46] - Free Cash Flow for Q3 2024 was $9.7 million, compared to $21.9 million in Q3 2023[46] - Proportional adjusted EBITDA for equity method investees was $7.6 million in Q3 2024, down from $16.9 million in Q3 2023[46] - Cash flow available for distributions for the nine months ended September 30, 2024 was $66.5 million, down from $87.8 million in the same period of 2023[51] Operational Metrics - Connected 38 wells during the third quarter, with six active drilling rigs and over 100 drilled but uncompleted wells (DUCs) behind the systems[2] - Average daily natural gas throughput decreased 6.8% to 667 MMcf/d, and liquids volumes decreased 6.7% to 70 Mbbl/d, relative to the second quarter of 2024[3] - Double E Pipeline gross volumes transported increased 20.4% quarter-over-quarter to 661 MMcf/d, generating $8.5 million of adjusted EBITDA[3] - Oil price-driven segments generated $33.3 million of combined segment adjusted EBITDA, a 9.1% increase relative to the second quarter[7] - Aggregate average daily throughput for natural gas decreased to 903 MMcf/d in the nine months ended September 30, 2024, from 1,249 MMcf/d in the same period in 2023[42] - Aggregate average daily throughput for liquids decreased to 73 Mbbl/d in the nine months ended September 30, 2024, from 76 Mbbl/d in the same period in 2023[42] - Ohio Gathering average daily throughput decreased to 283 MMcf/d in the nine months ended September 30, 2024, from 763 MMcf/d in the same period in 2023[42] - Double E average daily throughput increased to 559 MMcf/d in the nine months ended September 30, 2024, from 278 MMcf/d in the same period in 2023[42] Capital Expenditures and Cash Flow - Capital expenditures totaled $10.9 million in the third quarter of 2024, primarily related to pad connections in the Rockies segment[13] - Growth capital expenditures for Q3 2024 were $9.8 million, compared to $14.9 million in Q3 2023[46] - Net cash provided by operating activities for the nine months ended September 30, 2024, was $40.1 million, down from $110.8 million in the same period in 2023[42] Debt and Liquidity - As of September 30, 2024, the company had $17.8 million in unrestricted cash and $150 million drawn under its $500 million ABL Revolver, with $349.2 million of borrowing availability[16] - Long-term debt decreased to $826.5 million as of September 30, 2024, from $1,455.2 million as of December 31, 2023[40] Acquisitions and Divestitures - Announced the transformative acquisition of Tall Oak Midstream III in the Arkoma Basin, with the special meeting of stockholders expected on November 29, 2024[2] - The company divested Ohio Gathering in March 2024, with proportional adjusted EBITDA including results from December 1, 2023 through March 22, 2024[47] Non-GAAP Financial Measures - Summit Midstream Corporation uses non-GAAP financial measures such as adjusted EBITDA, segment adjusted EBITDA, Distributable Cash Flow, and Free Cash Flow[29] - Adjusted EBITDA is defined as net income or loss plus various adjustments, including interest expense, depreciation, and amortization[30] - Distributable Cash Flow is calculated as adjusted EBITDA less cash interest paid, taxes, and maintenance capital expenditures[33] Revenue and Deferred Revenue - Total revenues for the nine months ended September 30, 2024, were $322.6 million, a decrease from $331.6 million in the same period in 2023[41] - Total MVC shortfall payment adjustments amounted to $5,464 thousand for the nine months ended September 30, 2024[22] - Net change in deferred revenue related to MVC shortfall payment adjustments totaled $18,147 thousand, with Rockies contributing $1,098 thousand, Piceance $14,721 thousand, Northeast $2,288 thousand, and Barnett $40 thousand[24] Corporate Actions and Events - Summit Midstream Corporation suspended cash dividends on common shares and Series A Preferred Stock for the period ended September 30, 2024[25] - The company will host a Q3 2024 earnings call on November 12, 2024, at 10:00 a.m. Eastern[26] - Senior management will attend the 2024 Bank of America Leverage Finance Conference and the 2024 Wells Fargo Midstream, Energy, & Utilities Symposium[28] - The company has filed a proxy statement with the SEC regarding a proposed transaction and urges investors to review it[36] Asset and Liability Changes - Total assets decreased to $1,999.2 million as of September 30, 2024, from $2,494.2 million as of December 31, 2023[40] - For the nine months ended September 30, 2024, the company incurred $13.2 million in transaction and other costs[51] Geographic and Segment Operations - Summit Midstream Corporation operates in four unconventional resource basins: Williston, Denver-Julesburg, Fort Worth, and Piceance[34]