Fitch Ratings has affirmed Crescent Energy Company and Crescent Energy Finance LLC's (Crescent) Long-Term Issuer Default Rating (IDR) at 'B+'.

In addition, Fitch has affirmed Crescent's senior secured Reserve Based Loan (RBL) at 'BB+'/'RR1' and existing seniors unsecured bonds as 'BB-'/'RR3', and has assigned a 'BB-'/'RR3' rating to Crescent Energy Finance LLC's planned $400 million senior unsecured bond offering maturing in 2028. The Rating Outlook is Stable.

Crescent's ratings reflect its multi-basin operational scale, history and forecast leverage between 1x- 1.5x, improved liquidity profile, conservative hedging program and relatively low decline rate. The ratings also reflect the company's below average half cycle netbacks and material portion of operations where Crescent is not the operator.

Key Rating Drivers

Reduced Revolver Reliance: The application of net proceeds from Crescent's planned $400 million senior unsecured offering, which matures in 2028, to its $1.3 billion revolving credit facility will reduce proforma 3Q22 utilization from 53% to 22%. With proforma available draw of $1 billion, Crescent has materially improved its liquidity position from when it closed its Uinta Basin acquisition and utilization was 80%.

Liquidity could remain a concern if the revolving facility is relied on for future operational uses or M&A, but a favorable maturity schedule, with its next maturity in 2026, supported by Fitch's FCF forecast of over $400 million in each of 2023 and 2024, further supports Crescent's improving liquidity profile.

Consistent Leverage Discipline: Crescent has publicly articulated its strategy targeting leverage of 1.0x with a maximum of 1.5x. Fitch forecasts the company to be within this band through its forecast period. Crescent has historically maintained low leverage with an approximately company calculated 1.2x average dating back to 2013 under its predecessor company.

Positions in Multiple Basins: Crescent's asset base is diverse given its production size. It reflects a history of targeting risk-adjusted returns with less focus on specific core basins, most recently reflected in its 1Q22 Uinta basin acquisition at under 2x estimated 2022 adjusted EBITDA. Crescent's Rockies position, which consists of its Uinta and DJ Basin production, as well as its Eagle Ford trend position are expected to account for 43% and 22% of 2022 production, with operated assets primarily in the Uinta and Eagle Ford each receiving approximately 40% of Crescent's 2022 development capex. This diversification benefit is tempered by the relative smaller size of many of Crescent's positions.

Low Average Decline Rate Assets: Crescent has a low projected decline rate of approximately 22% in 2022. Much of its operations are located in more mature plays, which typically require lower capex due to their older vintage Proved Developed Producing (PDP) wells, these wells are farther along the production curve and experience lower decline rates. The lower decline rate reflects a mature asset base, which may require Crescent to look to more M&A for growth as development opportunities in more mature fields are typically fewer.

Future production growth is likely to reduce Crescent's non-operated acreage, which is a larger part of their production base than typical 'B' rating category issuers, but likely to decline over time as capital is allocated to operated positions.

Active M&A Program: Since 2017, Crescent and its predecessor company have completed 25 separate acquisitions, and most recently during 4Q22, divested a small non-core Permian position. Crescent's acquisition strategy has been more agnostic to specific plays and more value opportunity focused than typical. This level of M&A presents heightened execution risk, although Crescent has been successful in integrating acquisitions efficiently to date.

Extensive Hedge Program: Crescent hedged approximately 60% of its 2022 oil and gas production, providing relatively strong visibility in cash flows. Its hedging program is more extensive than typical comparable public E&Ps, particularly with its liquids weighting. Crescent's hedge program extends into 2024, including hedges on over 60% of 2023 natural gas and over 40% of oil at Fitch forecast levels. Downside risk is also reduced by Crescent's dividend policy of 10% of EBITDAX. This provides flexibility in distributions during weaker periods in the commodity cycle, although prior to capital spending, in contrast to a more typical E&P variable distribution structures that relate to FCF.

KKR Relationship: KKR & Co. Inc. (KKR), which owns approximately 16% of Crescent's common shares, has a minimum three-year term 'Management Agreement' in place whereby among other services KKR provides the executive management team for Crescent. The annual cost to Crescent for this is captured in the company's G&A costs, which inclusive this remain competitive on a per barrel basis at approximately $1.40/boe during 3Q22.

Crescent has an ESG Relevance Score of '4' for Governance Structure as KKR affiliates own all of Crescent's non-economic preferred share class. These shares have enhanced voting rights that provide KKR the ability to appoint the entire board of directors at their discretion. This has a negative impact on the credit profile and is relevant to the rating in conjunction with other factors.

Derivation Summary

Crescent reported an average production of 150mboepd in 3Q22, making Crescent one of the largest by production in the 'B' rating category. This is ahead of higher rated operators SM Energy (BB-/Stable; 140mboepd) and Matador Resources (BB-/Stable, 105mboepd), as well as equal rated Earthstone Energy (B+/Stable 94mboepd), each of which benefit from the strong economics of their Permian Basin weighted asset bases. Crescent's production trails DJ Basin focused Civitas Resources, Inc's, (BB-/Positive) of 176mbopepd, which has a distinctly light debt load for its size of $400 million, and is ahead of lower rated Callon Petroleum (B/Stable; 107Mboepd).

Crescent's production has been accumulated in a more agnostic manner to specific basins, and has placed more priority on value. As a result, the company has a less concentrated asset base compared to peers that typically focus on one or two basins.

Crescent has a history of low leverage. Fitch believes this will continue, with leverage of approximately 1x, before modestly increasing in 2025 when Fitch's base price deck uses $50 WTI. Strong commodity prices and a general deleveraging trend for 'B' category rated peers that may have historically had higher leverage levels than Crescent, have made year-end leverage forecasts comparable. Earthstone is forecast to have around 1x leverage at YE 2022, Matador at 0.5x, Callon at 1.4x and Civitas at 0.2x.

In 3Q22, Crescent generated an unhedged cash netback of $38.6/boe. This falls materially below the peer group of Matador, SM, and Callon, which generated netbacks of $61.5/boe, $49.6/boe and $52.3/boe respectively. This peer group is more Permian focused and oil weighted than Crescent, which generally provides a strong netback profile. Compared to higher rated multi-basin peer, Ovintiv (BBB-/Stable)who also has a lower netback compared to its rating peer group, Crescent's netback is more in line with its $35.0/boe.

Key Assumptions

WTI (USD/bbl) of $81 in 2023, $62 in 2024 and $50 in 2025 and longer term;

Henry Hub natural gas (USD/mcf) of $5.00 in 2023, $4.00 in 2024, $3.00 in 2025 and $2.75 longer term;

NGL realizations as a percentage of WTI moderate as a realized percentage of WTI during the forecast period;

Dividend policy of 10% EBITDAX in effect through forecast;

No equity buybacks of offerings during forecast;

Capital allocation to Rockies and Eagle Ford results in increasing portion of production mix during the forecast period;

Bolt on M&A transaction funded through equity and cash assumed in 2024.

RATING SENSITIVITIES

Factors that could, individually or collectively, lead to positive rating action/upgrade:

Improvement in netbacks towards median peer levels;

Material trend of decrease in non-operated position as percentage of total production;

Maintain a reduced reliance on revolver and financial flexibility;

Mid-cycle total debt /EBITDA sustained below 1.5x.

Factors that could, individually or collectively, lead to negative rating action/downgrade:

Sustained revolver utilization over 65% or a material deviation from stated conservative financial policies;

A shift to negative FCF;

Mid-cycle total debt /EBITDA sustained over 2.0x;

Evidence KKR is utilizing its voting position to influence governance in a credit unfriendly manner.

Best/Worst Case Rating Scenario

International scale credit ratings of Non-Financial Corporate issuers have a best-case rating upgrade scenario (defined as the 99th percentile of rating transitions, measured in a positive direction) of three notches over a three-year rating horizon; and a worst-case rating downgrade scenario (defined as the 99th percentile of rating transitions, measured in a negative direction) of four notches over three years. The complete span of best- and worst-case scenario credit ratings for all rating categories ranges from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are based on historical performance. For more information about the methodology used to determine sector-specific best- and worst-case scenario credit ratings, visit https://www.fitchratings.com/site/re/10111579.

Liquidity and Debt Structure

Reduced Revolver Reliance: At 3Q22, pro forma the closing of Crescent's planned five-year $400 million senior unsecured offering and application of net proceeds to reduce revolving credit facility balance, the company has $1.02 billion of liquidity. This consists of $22 million cash, and $996 million in revolving credit facility availability. Further supporting liquidity are positive forecast, after dividends, FCF through the rating forecast.

Crescent has positioned a favorable maturity schedule with no near-term refinancing risk. Crescent has $700 million of senior unsecured notes maturing in 2026, its RBL matures in 2027 and the planned $400 million senior secured issue would mature in 2028.

KEY RECOVERY RATING ASSUMPTIONS

The recovery analysis assumes that Crescent would be reorganized as a going concern (GC) in bankruptcy rather than liquidated.

Fitch has assumed a 10% administrative claim and an 80% draw on the RBL facility. The previous RBL facility draw assumption was 90% and reflected the previously higher revolver utilization of 80% leaving less room for additional draw before a potential borrowing base redetermination.

Going-Concern (GC) Approach

Crescent's GC EBITDA estimate reflects Fitch's view of a sustainable, post-reorganization EBITDA level upon which we base the enterprise valuation.

Crescent's bankruptcy scenario considers a weakened oil and gas environment, resulting in reduced operational and financial flexibility, which is in line with Fitch's stress case assumptions. Fitch believes the lower price environment pressures liquidity and consequently results in a lower capital program to maintain production and manage negative FCF.

The GC EBITDA assumption reflects the stress case EBITDA in the latter years of the forecast, when commodity prices start to move towards mid-cycle conditions. Fitch stress case price deck includes WTI of $32 in 2024, $42 in 2025 and longer-term;

An EV multiple of 3.5x EBITDA is applied to the GC EBITDA to calculate a post-reorganization enterprise value. The choice of this multiple considered the following factors:

The historical bankruptcy case study exit multiples for peer companies ranged from 2.8x-7.0x, with an average of 5.2x and a median of 5.4x;

The multiple is in line with 'B' category rated comps Earthstone Energy, Callon Petroleum, Ranger Resources and Northern Oil and Gas and slightly above HighPeak Energy (3x) and Moss Creek Resources (B).

Liquidation Approach

The liquidation estimate reflects Fitch's view of the value of balance sheet assets that can be realized in a sale or liquidation processes conducted during a bankruptcy or insolvency proceeding and distributed to creditors.

In assigning the value for Crescent's assets, Fitch considered Crescent's PV10 value adjusted for a lower-price environment and a blend of comparable M&A multiples by basin reflecting Crescent's footprint for production per flowing barrel, value per acre and value per drilling location within Crescent's asset base. In the Uinta basin where there is little recent M&A outside of Crescent's acquisition, Crescent acquisition was used adjusted for a weaker price environment.

Under the waterfall allocation, the First Lien RBL has an 'RR1' Recovery Rating and is notched up three levels to 'BB+' from the IDR. Crescent's senior unsecured notes, including the planned $400 million notes issue, have an 'RR3' Recovery Rating and are notched up one level from the IDR.

Issuer Profile

Crescent is a public (NYSE: CRGY) E&P company with 3Q22 production of 150Mboepd (59% liquids). Approximately 2/3rds Crescents production is within the DJ Basin, Uinita Basin and Eagle Ford trend. The remainder of its production consists of smaller US onshore positions.

REFERENCES FOR SUBSTANTIALLY MATERIAL SOURCE CITED AS KEY DRIVER OF RATING

The principal sources of information used in the analysis are described in the Applicable Criteria.

ESG Considerations

Crescent has an ESG Relevance Score of '4' for Governance Structure as KKR affiliates own all of Crescent's non-economic preferred share class. These shares have enhanced voting rights that provide KKR the ability to appoint the entire board of directors at their discretion. This has a negative impact on the credit profile and is relevant to the rating in conjunction with other factors.

Unless otherwise disclosed in this section, the highest level of ESG credit relevance is a score of '3'. This means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. For more information on Fitch's ESG Relevance Scores, visit www.fitchratings.com/esg

(C) 2023 Electronic News Publishing, source ENP Newswire