Fitch Ratings has affirmed Summit Midstream Partners, L.P.'s (Summit), and Summit Midstream Holdings, L.L.C.'s (Summit Midstream) Long-Term Issuer Default Ratings (IDRs) at 'B-'.

Fitch has also affirmed Summit Midstream's Second Lien Secured Debt instrument rating at 'B+'/'RR2'. The Rating Outlook is Stable.

The ratings reflect concerns of execution risk on bolstering liquidity, Fitch's expectation of declining EBITDA interest coverage. The ratings also reflect uncertainties regarding the announcement that Summit's board is evaluating important strategic options, including the sale of the entire company. The ratings are supported by basin diversity and that 90% of the run-rate EBITDA will be derived from long-term fixed-fee acreage-dedication contracts.

The Stable Outlook reflects the company's commitment to proactively improving its liquidity profile.

Key Rating Drivers

Attenuating Financial Flexibility: Summit's main source of liquidity is its ABL facility, which has a springing maturity, if the senior unsecured notes due April 2025 are not refinanced early. At the current interest rate environment, the ABL facility is reprising periodically at higher SOFR rates, and Fitch expects the 2025 notes to be refinanced at a much higher rate. Therefore, Summit's debt interest burden is expected to increase, leading to diminishing EBITDA interest coverage to approximately 2.2x in the near term (per Fitch's calculations).

Fitch believes, with the possibility of rates remaining higher for longer, Summit's interest coverage may decline further. Fitch does not expect Summit to execute on a large growth project; however, increased interest expense is expected to reduce FCF available for debt repayment, which could limit financial flexibility, given the upcoming debt maturities and high revolver balance.

Yielding Cash Flow Profile: More than 90% of Summit's run-rate EBITDA is expected to come from long-term fee-based acreage dedicated contracts with a weighted average remaining life of over seven years, providing protection against commodity price volatility. Though Summit has some revenue assurance type minimum volume commitment contracts (MVC), it is only expected to account for about 15%-20% of the EBITDA in the near term, consistently declining year-over-year to approximately 10% or less over the medium term.

The lack of a sizeable portion of cash flows under revenue assurance type contracts exposes the company to significant volumetric risks; and combined with exposure to mature declining basins, provides less certainty of future cash flows. Roughly 10% of the EBITDA is expected to come from commodity price exposed businesses, which remains a source of cash flow variability for the company.

Modest Counterparty Credit Quality: Summit's top 20 customers are expected to account for over 90% of its EBITDA. While some of Summit's customers are investment-grade counterparties, the majority of its customers are either high-yield or small private (unrated) companies deemed to be high-yield, and are expected to account for over 80% of the EBITDA, exposing the company to counterparty risks. Therefore, in down-cycles, some of the company's top customer could be severely impacted, which would have negative consequences for Summit. Nonetheless, Fitch expects credit quality of most of Summit's top customers to remain intact, at least in the near term.

Diligent Management Strategy: On Oct. 3, 2023, in a press release, Summit announced the launch of a strategic review, which includes addressing the upcoming debt maturities among other things. Historically, the management has demonstrated its ability to prudently manage debt maturities, and improve the financial profile. In 1Q20, management suspended distributions on preferred and common units to maintain balance sheet strength. Distributions are expected to remain suspended till Summit achieves its internal leverage targets, and the majority of FCF is expected to be used towards debt repayment.

Fitch estimates Summit's interest coverage at approximately 2.2x, and leverage at approximately 5.0x in 2024 (per Fitch's calculations, which is different from management or bank's calculations). Fitch expects short-term refinancing will likely have an impact on decreasing interest coverage in 2025. Fitch believes management will be able to proactively address the debt maturities.

Parent Subsidiary Linkage: There is a parent subsidiary relationship between Summit (parent) and Summit Midstream Holdings, LLC (Summit Midstream; subsidiary). Fitch determines Summit's credit profile based on consolidated metrics and believes Summit Midstream has the stronger credit profile. Legal ring-fencing is considered open due to the absence of regulatory ring-fencing and only certain limitations on intercompany flow of funds. Effective control is evaluated as open given that Summit Midstream is wholly owned and controlled by Summit. Funding and Cash Management is evaluated as porous due to Summit Midstream's ability to obtain both internal and external funding.

Due to the above linkage considerations, Fitch rates both entities based on consolidated credit profile and has assigned the same IDRs.

Derivation Summary

Harvest Midstream I, L.P. (Harvest; BB-/Stable) is a comparable peer. Both are G&P companies with presence across multiple regions, exposure to mature declining basins, and high volumetric risks. However, Harvest is bigger in size. Customer concentration risk is nearly similar, notwithstanding Harvest's more diverse customer base. Harvest has a greater portion of revenue coming from its top customer, which is also considered a supportive affiliate. Fitch expects Harvest's leverage at approximately 3.5x in 2024, which is lower than Summit's, and interest coverage at Harvest is expected to be distinctly higher, leading to better financial flexibility in the near term.

Harvest's bigger size, lower leverage, better financial flexibility, and more supportive counterparty relationship, accounts for the three-notch difference between it and Summit's IDRs.

Blue Racer Midstream, LLC (Blue Racer; B+/Stable), is another G&P peer company with operations concentrated in the Appalachia basin, which is considered a more prolific region. Unlike Summit, Blue Racer is a private company, half owned by Williams Companies, Inc. (The) (Williams; BBB/Stable), viewed as a supportive owner. Blue Racer's size is comparable, but slightly larger than Summit. Both lack sizeable revenue assurance type contracts and have exposures to non-investment grade counterparties; however, Blue Racer has better MVC contract coverage. Blue Racer's leverage is expected at approximately 4.0x, which is lower, and its expected financial flexibility better, given its larger revolver.

The lower leverage, and presence in more prolific region, are primary drivers for the two-notch difference in Blue Racer's and Summit's IDRs. However, Fitch acknowledges Blue Racer's slightly better contract coverage, financial flexibility, and supportive ownership.

Key Assumptions

Fitch's base case of Natural Gas at Henry Hub of $2.8/mcf, $3.25/mcf, $3/mcf, and $2.75/mcf in 2023, 2024, 2025 and beyond, respectively;

Fitch's base case West Texas Intermediate (WTI) oil price of $75, $70, $65, $60, and $57 in 2023, 2024, 2025, and out years, respectively;

Company-wide, volumes rise at low-single-digit percentage in the near term before declining at a low-single-digit percentage yoy over the medium term, reflecting Fitch's base case for oil and gas prices;

Base interest rate for the credit facility reflects Fitch's Global Economic Outlook, e.g., 5.75%, 4.5%, and 3.25% for 2023, 2024, and 2025, respectively;

Timely refinancing of the upcoming debt maturities, albeit at a higher coupon rate, consistent with prevailing interest rate environment and spreads;

Distributions from joint ventures received in accordance with the agreements;

Preferred unit distributions and common dividends remain suspended in the near term;

No M&A, asset divestitures, or large growth projects over the forecast period.

Recovery Rating Assumptions:

For the Recovery Rating, Fitch estimates the company's going-concern value was greater than the liquidation value. The going-concern multiple used was a 6.0x EBITDA multiple, which is in the range of most multiples seen in recent reorganizations in the energy sector. There have been a limited number of bankruptcies within the midstream sector;

Two recent gathering and processing bankruptcies of companies indicate an EBITDA multiple between 5.0x and 7.0x, by Fitch's best estimates. In Fitch's recent bankruptcy case study report, 'Energy, Power and Commodities Bankruptcies Enterprise Value and Creditor Recoveries,' published in September 2023, the median enterprise valuation exit multiple for the 51 energy cases with sufficient data to estimate was 5.3x, with a wide range of multiples observed;

Fitch assumed a going-concern EBITDA of approximately $180 million, which reflects Fitch's view of a sustainable, post-reorganization EBITDA level upon which it has based the company's valuation. As per criteria, the going concern EBITDA reflects some residual portion of the distress that caused the default;

Fitch calculated administrative claims to be 10%, and a fully drawn ABL facility, which are standard assumptions. The outcome is a 'B+'/'RR2' rating for the Senior Second Lien Secured Debt, which corresponds to an expected recovery in the range of 71% to 90%.

RATING SENSITIVITIES

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

EBITDA leverage on a TTM basis below and expected to sustain below 5.5x;

Meaningful change to earnings stability profile in terms of greater proportion of EBITDA derived from high growth basins or decreased volumetric exposure.

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

Interest Coverage sustained below 2.2x;

Failure to proactively address the upcoming debt maturities;

Reduced liquidity;

EBITDA leverage expected to sustain above 6.5x;

Material change to contractual arrangement and operating practices that negatively impacts cash flow or earnings profile, including a move away from current majority of revenue being fee based;

Meaningful deterioration in customer credit quality or a significant event at a major customer that impairs cash flows;

Increases in capital spending beyond Fitch's expectation that have negative consequences for credit profile (e.g. if not funded with a balance of debt and equity).

Liquidity and Debt Structure

Sufficient Liquidity: As of June 30, 2023, Summit had a total liquidity of approximately $82 million. The company had approximately $14 million of cash on its balance sheet, and approximately $68 million available under its $400 million first lien secured asset-based lending credit facility (ABL) (net of $4.3 million in outstanding letters of credit). The ABL is subject to a borrowing base, which at June 30, 2023 was determined at $709 million (more than the commitment amount).

In the event that, approximately $50 million or more of the senior unsecured notes due April 15, 2025 remain outstanding by Dec. 13, 2024, the ABL matures on such date. This springing maturity provision is not the only one, but is the most severe. In the event no springing maturity provision applies, the ABL is due on May 1, 2026.

The 5.75% $260 million outstanding 2025 senior unsecured notes mature on April 15, 2025, and the 8.5% $785 million outstanding 2026 second-lien secured notes mature on Oct. 15, 2026.

The covenants on the ABL facility agreement, as of the last day of any fiscal quarter, requires the borrower to maintain a first lien net leverage ratio of less than 2.5x, and interest coverage ratio of greater than 2.0x. As of June 30, 2023, the borrower was compliant with the covenants, and had a first lien net leverage ratio of 1.36x, and interest coverage ratio of 2.14x (as calculated under the ABL facility agreement). Fitch expects the borrower to remain compliant with the covenants on the ABL facility in the near term.

Issuer Profile

Summit owns, develops and operates midstream energy infrastructure assets in unconventional resource basins, primarily shale formations in the continental United States. Summit, through its 100% ownership of Summit Midstream Holdings, LLC (Summit Midstream) provides natural gas gathering, compression, treating, and processing services, as well as crude oil and produced water gathering services.

Summary of Financial Adjustments

The values in the above Sensitivities and other metric values in this press release are calculated by de-consolidating the consolidated debt of Summit Permian Transmission Holdco, LLC (for leverage), and removing the interest expense related to this debt (for coverage). Further, no material flows related to Double E Pipeline, LLC are used in the aforementioned metrics.

Fitch's calculation of adjusted EBITDA excludes equity in earnings from unconsolidated affiliates and includes cash distributions from those unconsolidated affiliates. Fitch gives 50% equity credit to Summit's 9.50% Series A Preferred Cumulative Perpetual Units under Fitch's hybrid methodology, Corporates Hybrids Treatment and Notching Criteria.

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

The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' 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. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. For more information on Fitch's ESG Relevance Scores, visit https://www.fitchratings.com/topics/esg/products#esg-relevance-scores.

RATING ACTIONS

Entity / Debt

Rating

Recovery

Prior

Summit Midstream Finance Corp.

Senior Secured 2nd Lien

LT

B+

Affirmed

RR2

B+

Summit Midstream Partners, LP

LT IDR

B-

Affirmed

B-

Summit Midstream Holdings, LLC

LT IDR

B-

Affirmed

B-

Senior Secured 2nd Lien

LT

B+

Affirmed

RR2

B+

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Additional information is available on www.fitchratings.com

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