Fitch Ratings has affirmed the 'B-' Long-Term Issuer Default Ratings for Ranger Oil Corporation (Ranger) and Penn Virginia Holdings, LLC.

The Rating Outlook is Stable. Fitch also affirmed the senior secured reserve-based lending (RBL) credit facility at 'BB-'/'RR1' and the 2026 senior unsecured notes at 'B'/'RR3'. Using Fitch's PSL criteria, we equalize the ratings between stronger subsidiary, Penn Virginia Holdings' LLC and parent Ranger Oil Corporation, given strong legal, access and control.

Ranger's rating reflects the company's liquids-weighted assets in the Eagle Ford which support margins, advantaged Gulf Coast market access which leads to generally higher unhedged realized prices versus peers, strong hedge book, strong liquidity profile, expectations for mostly positive FCF and forecast sub-1.0x leverage metrics.

Offsetting factors include the company's relatively small production size and improving asset base which heightens the need for a credit-conscious capital allocation policy to extend inventory life and alleviate future liquidity and refinance risks.

Key Rating Drivers

Smaller Producer: Ranger's production level is of higher importance to its overall IDR as smaller producers typically have less resilience during weaker points in the commodity cycle in terms of both its ability to maintain development plans and access to capital. Ranger's 1Q22 production was 37,752 boepd which is consistent with the 'B-' rating category range.

Liquids-Rich Asset, Improving Long-Term Inventory: Fitch believes Ranger's asset base is well positioned given its concentrated, liquids-rich footprint in the Eagle Ford and advantaged Gulf Coast pricing, but long-term drilling inventory is limited and increases the need for future development capital to maintain inventory life.

Management has identified approximately 1,000 drilling locations at YE 2021, which assuming approximately 60-65 gross well spuds per year, implies an inventory life of approximately 16 years. Approximately two-thirds of those locations, representing approximately eleven years of inventory life, are estimated to have a breakeven economics of $50/bbl or lower. Fitch believes the company has sufficient acreage to maintain operational momentum in the medium term, but recognizes there is uncertainty around maintenance of unit economics of the bottom third of inventory in addition to resource life extension in the medium and long term.

Credit-Positive Transactions: Fitch believes the announced 2022 acquisitions are credit-accretive and will allow Ranger to maintain its sub-1.0x leverage profile. The first acquisition adds approximately 17,000 net acres in the Eagle Ford along with 19 miles of share leaseline with Ranger's current acreage which will enhance the company's existing development plans through longer-lateral wells and increase working interest. The subsequent announced acquisition is largely composed of additional working interest in existing Ranger-operated wells along with contiguous producing assets and undeveloped acreage.

Total acquisitions announced YTD are expected to add approximately 1,600 boepd (79% oil, 92% liquids) primarily associated with low-decline legacy wells. Fitch believes the transaction is in-line with the company's growth strategy and expects the company maintain a credit-conscious funding policy when evaluating future M&A transactions.

Positive FCF, Sub-1.0x Leverage: Fitch's base case forecasts FCF generation of approximately negative $20 million to $280 million per year over the rating horizon given the company's strong hedge book and its disciplined, returns-focused drilling program which should result in high single-digit production growth rates. Fitch forecasts Ranger's capital program to be $450 million in 2022 and reducing to $425 million in 2024 as the company will look to continue its operational momentum and expand the PDP base. Fitch-calculated gross debt/EBITDA is forecast to remain sub-1.0x through the rating horizon with the expected of FCF balanced towards reducing RBL borrowings and shareholder returns.

Strong Hedge Book Supports Cash Flow Visibility: Fitch expects the company will continue to hedge future production at similar levels to reduce pricing volatility, support FCF generation and improves overall financial flexibility. This substantial PDP hedge coverage mimics the pay-out profile of its wells to lock-in returns and also mitigates downside pricing risks. From 2Q22 to YE 2022, per Fitch forecast, Ranger has approximately 50% and 75% of its expected oil and gas production hedged, along with approximately 20% and 50% of oil and gas production respectively for 2023.

Derivation Summary

Ranger's Q1/22 production was 37.7 mboepd (86% liquids) which is much larger than Eagle Ford peer BlackBrush Oil & Gas L.P. (CCC+; 6.3 mboepd, 73% liquids), but is materially smaller than growth-focused Midland operator CrownRock L.P. (BB-/Stable; 128.8 mboepd, 73% liquids) and SM Energy Company (B+/Positive; 153.3 mboepd, 62% liquids). Ranger's oily acreage footprint in the northeast part of the Eagle Ford supports their peer-leading 86% liquids mix and strong margin profile.

The company benefits from strong gulf coast pricing and more advantaged market access, which typically leads to unhedged realized prices higher than Fitch's E&P peer average. Fitch-calculated operating costs of $14.5/boe were higher than SM Energy ($11.4/boe) in 1Q22, but remain consistent with the Eagle Ford peer average.

Fitch expects Ranger to maintain its conservative leverage metrics with Fitch-calculated debt/EBITDA less than 1.0x in 2022, better than ~1.0x for both CrownRock and SM Energy.

Key Assumptions

Fitch's Key Assumptions Within Our Rating Case for the Issuer:

WTI (USD/bbl) of $100 in 2022, $81 in 2023, $62 in 2024 and $50 thereafter;

Henry Hub (USD/mcf) of $6.25 in 2022, $4.00 in 2023, $3.25 in 2024 and $2.75 thereafter;

Organic production growth in high single digits through the forecast;

Annual Capex of approximately $450 million in FY22 and FY23 reducing to $425 million thereafter in the forecast period;

Proposed 3Q22 dividend maintained through the forecast;

Assumes $80 million and $60 million in shares repurchased in FY22 and FY23.

Stress Case:

WTI (USD/bbl) of $67 in 2022, $42 in 2023, $32 in 2023 and $42 thereafter;

Henry Hub (USD/mcf) of $4.00 in 2022, $2.50 in 2023, $2.00 in 2024 and $2.25 thereafter;

No share buybacks beyond those incurred to date in 2022;

Dividend stopped at the end of FY22.

KEY RECOVERY RATING ASSUMPTIONS

The recovery analysis assumes that Ranger would be reorganized as a going-concern in bankruptcy rather than liquidated;

Fitch has assumed a 10% administrative claim.

Going-Concern (GC) Approach

The GC EBITDA estimate reflects Fitch's view of a sustainable, post-reorganization EBITDA level upon which its bases the enterprise valuation, which reflects the decline from current pricing levels to stressed level and then a partial recovery coming out of a troughed pricing environment. Fitch believes that a weakened commodity price environment and further loss of operational momentum could weaken the FCF profile and potentially lead to additional borrowings under the RBL and an erosion of the liquidity profile.

An enterprise value 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 reflects the value of Ranger's high-quality, liquids-weighted asset base in the Eagle Ford in addition to relatively flat growth embedded in the bankruptcy scenario.

Liquidation Approach

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

Fitch considers valuations such as SEC PV-10 and M&A transactions within the Eagle Ford basin including multiples for production per flowing barrel, proved reserves valuation, value per acre and value per drilling location. Fitch has assumed the lower production per flowing barrel-based valuation estimated to be the most conservative.

RBL is assumed to be fully drawn upon default, given the company's hedge position as well as Fitch's expectation that production growth would likely offset the risk of price-linked borrowing base reduction. The RBL is senior to the unsecured notes in the waterfall.

RATING SENSITIVITIES

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

Production growth resulting in average daily production approaching 50 Mboepd while maintaining adequate inventory life;

Mitigate future liquidity and refinance risks through cash retention and/or economic reserve life extension;

Mid-cycle debt/EBITDA sustained at or below 2.0x.

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

Loss of operational momentum resulting in average daily production approaching 20 Mboepd;

Inability to mitigate future liquidity and refinance risks through cash retention and/or economic reserve life extension;

Mid-cycle debt/EBITDA sustained at or above 3.0x.

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

Adequate Liquidity, Clear Maturity Profile: Ranger had $6.4 million of cash on hand and approximately $271.3 million outstanding under the $1 billion RBL credit facility (elected 400 million) as of March 31, 2022. With these characteristics and positive free cash flow generation, Fitch expects that Ranger will maintain adequate liquidity throughout the rating case.

Simple Debt Structure and long-date maturities: The company's debt consists of a $1 billion senior secured RBL facility and a $400 million 9.25% unsecured note which matures in 2025 and 2026 respectively. The unsecured note has a bullet repayment at maturity.

The floating rate RBL facility has a borrowing base that is subject to semi-annual redeterminations. At the most recent redetermination in May 2022, the company had the ability to increase the borrowing base to $875 million from $725 million and elected to keep the facility at $400 million. At March 31, 2022, $128 million currently outstanding under the RBL facility.

Issuer Profile

Ranger Oil Corporation (previously Penn Virginia Corporation) is an independent oil and gas company engaged in the exploration, development and production of oil, natural gas liquids and natural gas in the Eagle Ford Shale in South Texas. Ranger's production averaged 27,822 boepd (89% liquids) and the company held approximately 240.7 MMboe of reserves (38% developed, 84% liquids) at YE 2021.

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

Ranger Oil Corporation has an ESG Relevance Score of '4' for energy management that reflects the company's cost competitiveness and financial and operational flexibility due to scale, business mix, and diversification. This factor has a negative impact on the credit profile, and is relevant to the ratings 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.

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