Fitch Ratings has affirmed DTEK OIL & GAS PRODUCTION B.V.'s (DOG) Long-Term Issuer Default Rating (IDR) at 'CC'.

Fitch has also affirmed the senior unsecured rating on the notes issued by NGD Holdings B.V. at 'CC' with a Recovery Rating of 'RR4'.

The 'CC' rating reflects DOG's high operational risks stemming from its operations in Ukraine, weak and uncertain liquidity (particularly due to the commencement of its Eurobond principal annual repayments in December 2023 and working-capital volatility), and a currency mismatch between its dollar-denominated Eurobond obligations and its hryvnia-denominated domestic sales.

Although DOG has continued to meet its Eurobond payments with support from affiliated companies, its access to foreign currency (FC) is limited because of the National Bank of Ukraine's (NBU) moratorium on cross-border FC payments. Visibility is lacking on DOG's capacity to continue making such payments in the future.

Key Rating Drivers

Eurobond Amortisation Started: In 2023, DOG continued to service its dollar-denominated Eurobond due in December 2026. Its total Eurobond payments in 2023 amounted to about USD80 million, including two coupon payments in June and December, as well as a USD50 million principal amortisation paid in December. DOG will need to make similar payments in 2024 and 2025, with the final repayment of the remaining principal of USD275 million in 2026.

We have limited visibility on DOG's ability to make such payments due to NBU restrictions and volatility in working capital. Additionally, we do not have sufficient information to assess the likelihood of continuing support from affiliated companies.

Moratorium on Cross-Border Payments: After the war started, the NBU introduced a moratorium on cross-border FC payments, limiting companies' ability to service their FC obligations. Exceptions can be applied for (eg. for debt service) but are difficult to obtain. DOG obtained a permit to repay its 1H22 coupon; however, none have been granted for payments made in 2H22 and 2023.

Permit Being Reviewed: A permit that would allow DOG to make Eurobond payments in 2024 is currently under review by the NBU. In 2H22 and 2023, DOG's affiliated companies provided the needed FC for DOG to make Eurobond payments.

Operations Continue but Production Falls: DOG's production assets in the Poltava region are fairly far from the current front line (200km-250 km) and have remained operational amid Russia's invasion. However, DOG's decision to reduce drilling activity amid the uncertainty has resulted in its production falling by around 30% in 2023 versus 2021. We assume DOG's production to continue to decline.

Lower Prices, EBITDA: We assume that DOG's average realised natural gas prices will decline to approximately USD240/ thousand cubic meters (mcm) in 2026 from around USD310/mcm in 2023, reflecting changes in European natural gas prices anticipated by Fitch. In addition to falling production, lower prices will bring DOG's cash flows under pressure - we assume its EBITDA to contract to less than USD150 million in 2026 from around USD400 million in 2023.

Moderate Leverage: Our projections assume that DOG's leverage will remain moderate - we estimate its EBITDA gross leverage will increase to around 2x in 2024, from 1.2x in 2023. However, the company's leverage and cash flow generation could be affected by related-party transactions and production volatility.

Complex Group Structure: DOG is part of DTEK GROUP B.V., which is a private energy corporation in Ukraine with main subsidiaries also including DTEK Energy B.V. (CC), DTEK Renewables B.V. (CC) and D. Trading B.V. DTEK GROUP B.V. is a part of a larger group, System Capital Management (SCM), which also includes Metinvest B.V. (CCC). We rate DOG on a standalone basis and assess that SCM has overall weak incentives to support DOG.

Transactions with Related Parties: While we recognise that support provided by affiliated companies has enabled DOG to make its Eurobond payments, significant transactions with related parties and working-capital volatility also make its cash flow profile less predictable. DOG sells gas domestically through an affiliated trader, and its working-capital movements were deeply negative in 2021-2023.

Derivation Summary

DOG operates three gas fields in the east of Ukraine in the Poltava region. DOG's 'CC' rating is driven by its constrained access to FC in view of Ukraine's moratorium on cross-border FC payments. According to Fitch's estimates, DOG's 2023 natural gas production approximated 1.4 billion cubic meters (bcm) of gas, or around 24 thousand barrels of oil equivalent per day (kboe/d), including liquids. This is lower than the production of Nigeria-focused Seplat Energy Plc (B-/Stable; 2023: 48kboe/d).

DOG's Ukrainian peers include Ferrexpo plc (CCC+), Metinvest B.V. (CCC), and Interpipe Holdings Plc (CCC-), which are rated higher because of better access to FC due to exports (all the three companies) and producing assets abroad (Metinvest), and also due to lack of material debt (Ferrexpo). DOG's affiliated companies DTEK Energy B.V. and DTEK Renewables B.V. (both rated CC) share tight liquidity and high operational risks.

Key Assumptions

Natural gas sold domestically at a discount to Fitch's TTF (Title Transfer Facility) assumptions

Natural gas production continues to decline to 2027

Capex remaining subdued at around UAH1.4 billion per annum to 2027

No dividends to ordinary shareholders paid in 2024-2026

Recovery Analysis

The recovery analysis assumes that DOG would be reorganised as a going concern (GC) in bankruptcy rather than liquidated

The GC EBITDA of UAH3 billion reflects Fitch's view of a sustainable, post-reorganisation EBITDA level based on normalised domestic prices and, potentially, lower production

Fitch uses an enterprise value (EV)/EBITDA multiple of 3.0x to calculate a post-reorganisation valuation, reflecting high operational risks due to the company's focus on Ukraine

We assume that the senior unsecured Eurobond ranks equally with the company's deferred consideration for the acquisition of PrJSC Naftogazvydobuvannya

After deducting 10% for administrative claims, our analysis generated a waterfall-generated recovery computation (WGRC) in the 'RR4' band, indicating a 'CC' rating for the senior unsecured notes. The WGRC output percentage on current metrics and assumptions is 49%.

RATING SENSITIVITIES

Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade:

An upgrade is unlikely at present unless DOG experiences reduced operational risks, improved liquidity, and better access to external financing, along with relaxation of the restrictions on cross-border FC payments on a consistent basis

Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade:

Evidence that a default or default-like process has begun, including (i) DOG entering into a grace or cure period following non-payment of a material financial obligation, or (ii) formal announcement of a distressed debt exchange (DDE), could lead to a downgrade to 'C'

An uncured payment default or a DDE could lead to a downgrade to 'RD' (Restricted Default)

Liquidity and Debt Structure

Weak, Uncertain Liquidity: DOG's liquidity position is weak and uncertain, given its constrained access to FC and external funding, as well as significant working-capital movements. According to Fitch's estimates, DOG's end-2023 cash balance was minimal. DOG's ability to use its cash flows for debt repayments remains subject to FC payment restrictions or support provided by affiliated companies.

At end-2023, DOG's debt was dominated by a USD425 million Eurobond due in 2026 (outstanding balance at end-2023: USD375 million), which was issued in 2021 as part of a restructuring. The bond was issued through its wholly-owned FinCo, NGD Holdings B.V., at a 6.75% coupon rate to be paid semi-annually in cash with USD50 million annual principal repayments from December 2023 onwards, and a bullet payment of USD275 million is due in December 2026.

Issuer Profile

DOG is a privately-owned natural gas producer in Ukraine ultimately controlled by Rinat Akhmetov's SCM. In 2023, DOG produced 1.4 billion cubic meters (bcm) of gas, almost 15% of the country's gas consumption.

Summary of Financial Adjustments

(i)	We reclassified DOG's deferred consideration as debt; (ii) we reclassified a part of working-capital outflow as interest and principal debt repayments, given such repayments were executed by affiliated companies and involved a non-cash set-off with DOG's intra-group receivables.

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

DOG has an ESG Relevance Score of '4' for Group Structure due to a large number of complex related-party transactions and a complex group structure. This has a negative impact on the credit profile, and is relevant to the rating in conjunction with other factors.

DOG has an ESG Relevance Score of '4' for Governance Structure due to influence of the key shareholder, which has a negative impact on the credit profile, and is relevant to the rating in conjunction with other factors.

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.

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