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Credit FAQ: How We Assess Hybrid Replacement Decisions When Credit Quality Improves: A Focus On Midstream Energy

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Credit FAQ: How We Assess Hybrid Replacement Decisions When Credit Quality Improves: A Focus On Midstream Energy

To replace, or not to replace, that is the question.

While it is safe to assume that Hamlet never pondered such a temporal thing, the question is top of mind for many investors focused on the midstream energy industry and midstream companies alike. When a company with improved creditworthiness either partially or fully redeems a hybrid security without replacing it, how do we assess equity content on the hybrid securities that remain outstanding?

Since late 2016, the North American midstream energy industry has embraced more conservative financial policies, mostly out of necessity. The master limited partnership model of raising debt and equity and paying out virtually all free cash flow after financing costs and maintenance capital spending was no longer viable. Since then and through the COVID-19 pandemic, most midstream energy companies reduced growth spending and dividends and used excess cash flow to repay senior debt and strengthen balance sheets. They have balanced debt reduction and more conservative credit measures with an increased focus on shareholder returns with buybacks and higher dividends. Against higher interest rates, companies are now looking at their capital structures and redemptions of preferred and other hybrid securities as a possible use of capital.

Here we address hybrid replacement decisions by corporate midstream energy issuers when credit quality improves and how we balance these financial policy choices in the context of our views on issuer intent to keep hybrid capital instruments (or their replacements) outstanding for sufficiently long periods and use them to absorb losses or conserve cash when needed.

Frequently Asked Questions

Does S&P Global Ratings expect an issuer to replace a hybrid if it redeems it?

A key part of our analysis of hybrids--including our ability to provide equity content in our ratio analysis--is our assumption that the issuer will keep its hybrids in the capital structure long enough to provide equity-like benefits if the company faces credit stress. In short, they are not a quick fix. Therefore, calling a hybrid--without replacing it with another or issuing new common equity--leads us to review the equity content of the issuer's other hybrids, apart from some specific situations outlined below. Where they don't apply, we would likely assign no equity content to the other outstanding and future hybrids because the issuer's action would likely change our view of its intent toward hybrid capital. No equity content would mean that the hybrids would be treated wholly as debt in our financial metrics. (See "Credit FAQ: How We Look At Corporate Hybrid Call And Replacement Decisions," June 8, 2022, for more details.)

When an issuer doesn't replace a hybrid, we may still regard the remaining outstanding hybrid issues as having intermediate or high equity content and continue to assign equity content to future hybrid issuances in particular scenarios. These are:

  • Creditworthiness has improved and the lack of replacement will not cause us to lower the long-term credit rating on the issuer or revise the outlook to negative (or to stable from positive at the same rating);
  • The hybrid was redeemed due to an external event (for example, a change in tax law); or
  • The redemption is immaterial in the context of the capital structure (including where this is because the issuer's balance sheet has undergone a transformation).
What does "creditworthiness has improved" mean and how do we assess it?

The most straightforward example of improved creditworthiness is when the issuer credit rating on a company is higher than at the time of the most recent additional hybrid issuance (excluding hybrids issued as refinancings) than at redemption. One such recent example is global truckmaker AB Volvo, which redeemed a hybrid with no replacement. We had raised our issuer credit rating two notches since the instrument issuance.

Generally speaking, the improvement in creditworthiness has to be more than marginal. We'd assess the company's pro forma credit quality and credit ratios after the redemption as part of the determination. Furthermore, we would expect the hybrids to have been outstanding for at least five years. A shorter period could have us question management's intentions for its remaining hybrids to be available as a cushion to protect senior noteholders during stress by conserving cash (for example by deferring coupons).

A less clear-cut situation is when there has not been an upgrade but we still consider that overall creditworthiness has improved. This can be measured in notably stronger financial credit measures or in some instances a better business risk profile. The analysis needs to be company-specific and is typically supported by our assessment of the issuer's ratios in light of metrics that are typical for particular rating categories, peers, and industry trends. We don't focus on a single metric in isolation, but evidence could be a permanent and meaningful reduction in leverage, headroom against ratios guidance, a shift toward a more conservative financial policy, or an improved business risk profile because of a strategic change in the business mix or contract profile of the issuer. Recently Enterprise Products Partners L.P. partially redeemed its series D junior subordinated notes with cash instead of a replacement hybrid. Although the rating on the partnership did not change since it issued the notes in 2017, its debt-to-EBITDA ratio improved a full turn to 3x, which is among the best in the midstream industry. Management publicly announced its intent to target a 3x ratio over the long term, a policy far more conservative than its peer group.

How did we treat recent hybrid redemptions without replacement by midstream companies?

Most redemptions in the sector over the last few quarters have not caused us to revise our treatment of their remaining hybrids. This is because these companies' creditworthiness had improved since these securities were issued, reflected through higher issuer credit ratings.

Table 1

Midstream Industry Hybrid Redemptions
Issuer Security Transaction Impact on remaining securities Rationale

DCP Midstream L.P.

Series A preferred units Fully redeemed $500 million None Improvement in creditworthiness

Enterprise Products Partners L.P.

Junior subordinated notes series D due in 2077 Partial redemption of $350 million None Improvement in creditworthiness

MPLX L.P.

Series B 6.875% preferred units Fully redeemed $600 million None Improvement in creditworthiness

Targa Resources Corp.

Series A 9.5% preferred shares Fully redeemed $750 million N/A Improvement in creditworthiness
N/A--Not applicable.
Is there a limit on how much hybrids can be redeemed without replacement in cases of improved credit quality?

Under those specific circumstances of unequivocal improved creditworthiness, there is generally no limit to the amount and timing of hybrids that can be redeemed without replacement. This is as long as the creditworthiness has still improved on a post redemption basis and these actions don't change our view of the issuer's intent toward hybrids as a layer of the capital base. A limit is however reached when any further redemption would put the issuer credit rating at risk or outweigh improved leverage.

At the extreme, an issuer that has demonstrated improved creditworthiness might be able to redeem substantially all of its hybrids without that affecting equity content, although management's future intent regarding hybrid securities could come into play. In this situation, the emphasis is less on the amount being redeemed and more on the motivation for the redemption and how we expect the issuer to use hybrids in the future. If we believe the issuer's strategy toward hybrids is opportunistic or a temporary measure to receive equity credit to bolster ratios in times of stress, future hybrids will likely be assigned no equity content and viewed as 100% debt, regardless of whether the terms could be viewed as having equity-like features. A public statement implying that redemption without replacement is the favored route on future first-call dates also could lead us to consider withdrawing equity content on the entire hybrid stack.

Repeated instances of redemption without replacement could also cast doubt on an issuer's commitment toward hybrid instruments even if creditworthiness has improved. For example, an issuer that has improved credit quality with multiple tranches of hybrids and staggered first call dates could be at risk of losing equity content on those securities if we believe it does not remain committed to the layer of hybrids. This reassessment of equity content could occur if we have uncertainties about whether the issuer intends to allow the hybrids to absorb losses or conserve cash during stress, including by keeping the layer of hybrid capital on the balance sheet.

What do we think about an issuer not replacing a hybrid that has lost or never received equity content?

If we have assigned no equity content to a hybrid from when it was issued, treating it as debt in our analysis, then we don't expect an issuer to replace it with another hybrid on redemption. However, if a hybrid was initially assigned high or intermediate equity content but then loses it (for example, due to the passage of time), we would still expect it to be replaced with a hybrid that has equal or greater equity content. This reflects how a hybrid kept on the balance sheet after it loses equity content can still provide meaningful qualitative credit benefits to the issuer: It remains a subordinated, long-dated source of funding that provides cushion and protection for senior noteholders, for example due to the optional deferability of the coupon. This sets hybrids apart from standard senior debt. We still recognize that the instrument structure is more equity-like than senior debt despite no longer receiving a quantitative benefit in the credit measures. We would still expect it to be replaced with a similar instrument. (Otherwise an issuer could circumvent replacement intentions by allowing the hybrid to lose equity content due to the passage of time.)

Do we expect any negative rating actions in the midstream energy sector from these redemptions without replacement?

In our opinion, some midstream energy companies are likely to consider redemptions of these higher coupon securities, some of which have reset to floating at much higher rates in the current interest rate environment, by using excess cash rather than refinancing them. Many companies with upcoming call dates have been generating surplus operating cash flow over the last 18 months and used it to both reduce outstanding debt and repurchase their common equity. As a result, credit ratios have steadily improved from 2020 levels across the sector. This has led to either upgrades or companies building excess ratio cushion compared to specific downgrade triggers.

Most U.S. midstream companies do not have large percentages of hybrid securities in their total capital structures compared to our 15% threshold. It's unlikely that we would take a negative rating action if one of these companies took an action that would cause us to remove intermediate equity content treatment on its remaining hybrids. In contrast, Canadian issuers typically run higher balances of hybrids in their capital structures, but tend to redeem and replace them because there is a much deeper market in Canada for such securities. They have a demonstrated track record of using them as ongoing pieces of their capital allocation strategies.

Do we view a company's use of free cash flow to redeem hybrids as equivalent to replacing them with new equity?

No. Financing the redemption out of cash resources is not the same as issuing new common equity, even if the cash flow represents profits. Although midstream issuers continue to repay debt and buy back stock with excess cash, we view cash as fungible and to be used for many competing corporate priorities. While consistently generating excess cash flow and running higher cash balances is credit supportive, it alone is not sufficient to conclude that a company has a stronger credit profile. Additionally, the redemption with cash raises the question of issuer intent for remaining or future hybrids. That said, using excess cash to redeem hybrids would have no impact on the remaining hybrids as long as it's a situation in which we don't expect replacement i.e., creditworthiness has improved, the security was redeemed due to an external event, or the redemption is immaterial in the context of the capital structure, for example due to a transformation of the balance sheet.

How do coupon step-ups and resets affect when a hybrid loses equity content?

When a company contemplates a hybrid issuance, we review the rate resets and any embedded step-up in rates in the documentation when determining the equity content at issuance. If a hybrid's terms have multiple step-ups that we'd view as cumulatively punitive (i.e., would likely incentivize a company to redeem the hybrid at a future date), we'd likely assign no equity content after a certain date or at the time of issuance, depending on the circumstances. For example, TransCanada Trust has issued fixed-to-fixed-rate junior subordinated notes with terms of 60 years. The notes are typically structured with a rate step-up of 25 basis points (bps) in year 10 and another 75 bps in year 30. We view the cumulative 100 bps increase as material and assign intermediate equity content until year 10 only, at which point there are 20 years of term left until the more substantial 75 bps rate hike. Such a hybrid receives intermediate equity content for a 10-year period only based on the structure the issuer has chosen. (The hybrid would continue to receive qualitative benefit in our analysis even after it is no longer classified as having intermediate equity content, however.)

We often get asked about other types of rate resets such as fixed-to-floating in which rates convert to floating after their optional first call date. Floating rates can fluctuate due to overall market conditions, as they have recently due to base rate hikes resulting from monetary policy actions. For example, an issuer may choose to redeem a hybrid without replacing it due to its view that the coupon is too high and therefore very expensive capital. Such a decision could have us question the issuer's intent regarding the remaining hybrids and its commitment to keep hybrids in the capital structure. While we acknowledge that a pending reset to a higher floating rate could incentivize an issuer to consider a redemption due to the higher interest rate expense, we assign equity content to hybrids based on them remaining in the capital structure over the long term and therefore expect costs to be higher at various points in the rate or credit cycle.

Table 2 summarizes our treatment of most of the hybrids issued by North American midstream energy companies.

Table 2

Treatment Of Hybrids Issued By North American Midstream Companies
Issuer Hybrid instrument Equity content Expected equity content revision date Principal (Mil. $) Currency Hybrids with equity content as % of total capitalization

Crestwood Midstream Partners L.P.

Preferred units No equity content

n/a

500.0 USD 0.0%

DCP Midstream L.P.

Series A preferred shares Intermediate -- 489.0 USD 11.2%
Series B preferred shares Intermediate -- 156.0 USD 11.2%
Series C preferred shares Intermediate -- 106.0 USD 11.2%
Junior subordinated notes Intermediate 5/21/2023 550.0 USD 11.2%

Enbridge Inc.

Preference shares, Series A Intermediate -- 125.0 CAD 13.4%
Preference shares, Series B Intermediate -- 500.0 CAD 13.4%
Preference shares, Series D Intermediate -- 450.0 CAD 13.4%
Preference shares, Series F Intermediate -- 500.0 CAD 13.4%
Preference shares, Series H Intermediate -- 350.0 CAD 13.4%
Preference shares, Series L Intermediate -- 400.0 USD 13.4%
Preference shares, Series N Intermediate -- 450.0 CAD 13.4%
Preference shares, Series P Intermediate -- 400.0 USD 13.4%
Preference shares, Series R Intermediate -- 400.0 CAD 13.4%
Preference shares, Series 1 Intermediate -- 400.0 USD 13.4%
Preference shares, Series 3 Intermediate -- 600.0 CAD 13.4%
Preference shares, Series 5 Intermediate -- 200.0 USD 13.4%
Preference shares, Series 7 Intermediate -- 2,500.0 CAD 13.4%
Preference shares, Series 9 Intermediate -- 275.0 CAD 13.4%
Preference shares, Series 11 Intermediate -- 500.0 CAD 13.4%
Preference shares, Series 13 Intermediate -- 350.0 CAD 13.4%
Preference shares, Series 15 Intermediate -- 275.0 CAD 13.4%
Preference shares, Series 19 Intermediate -- 500.0 CAD 13.4%
Fixed-to-floating subordinated notes Series 2016-A due 2077 Intermediate 1/15/2027 750.0 USD 13.4%
Fixed-to-floating subordinated notes Series 2017-A due 2077 Intermediate 7/15/2027 1,000.0 USD 13.4%
Fixed-to-floating subordinated notes Series 2017-B due 2077 Intermediate 9/27/2027 1,000.0 CAD 13.4%
Fixed-to-floating subordinated notes Series 2018-A due 2078 Intermediate 3/1/2028 850.0 USD 13.4%
Fixed-to-floating subordinated notes Series 2018-B due 2078 Intermediate 4/15/2023 600.0 USD 13.4%
Fixed-to-floating subordinated notes Series 2018-C due 2078 Intermediate 4/12/2028 750.0 CAD 13.4%
Fixed-to-floating subordinated notes Series 2020-A due 2080 Intermediate 7/15/2030 1,000.0 USD 13.4%
Fixed-to-floating subordinated notes Series 2022-A due 2082 Intermediate 1/19/2032 750.0 CAD 13.4%
Fixed-to-floating subordinated notes Series 2022-B due 2083 Intermediate 1/15/2028 500.0 CAD 13.4%
Fixed-to-floating subordinated notes Series 2022-C due 2083 Intermediate 1/15/2033 600.0 USD 13.4%

Energy Transfer L.P.

Series A redeemable preferred units Intermediate -- 950.0 USD 7.4%
Series B redeemable preferred units Intermediate -- 550.0 USD 7.4%
Series C redeemable preferred units Intermediate -- 450.0 USD 7.4%
Series D redeemable preferred units Intermediate -- 400.0 USD 7.4%
Series E redeemable preferred units Intermediate -- 700.0 USD 7.4%
Series F redeemable preferred units Intermediate -- 500.0 USD 7.4%
Series G redeemable preferred units Intermediate -- 1,100.0 USD 7.4%
Series H redeemable preferred units Intermediate -- 900.0 USD 7.4%
Junior subordinated notes due 2066 Intermediate 11/1/2046 600.0 USD 7.4%

EnLink Midstream LLC

Series B preferred units No equity content n/a 750.0 USD 5.3%
Series C preferred units Intermediate -- 400.0 USD 5.3%

Enterprise Products Operating LLC

Junior subordinated notes C due June 1, 2067 Intermediate 6/1/2047 300.0 USD 4.0%
Junior subordinated notes D due Aug. 16, 2077 Intermediate 8/16/2057 700.0 USD 4.0%
Junior subordinated notes E due Aug. 16, 2077 Intermediate 8/16/2057 1,000.0 USD 4.0%
Junior subordinated notes F due 2078 Intermediate 2/15/2058 700.0 USD 4.0%

Equitrans Midstream

Series A preferred stock No equity content n/a 600.0 USD 4.7%

Ferrellgas Partners L.P.

Senior preferred units No equity content n/a 700.0 USD 4.7%

FTAI Infrastructure Inc.

Series A preferred equity No equity content n/a 300.0 USD 4.7%

Genesis Energy L.P.

Class A convertible preferred units No equity content n/a 750.0 USD 4.7%

Gibson Energy Inc.

Unsecured hybrid notes Intermediate 12/22/2030 250.0 CAD 11.0%

Global Partners L.P.

Series A preferred limited partners Intermediate -- 67.2 USD 7.3%
Series B preferred limited partners Intermediate -- 72.3 USD 7.3%

Inter Pipeline Ltd.

Subordinated notes Series 2019-A due 2079 Intermediate 3/26/2029 750.0 CAD 10.3%
Subordinated notes Series 2019-B due 2079 Intermediate 11/19/2029 700.0 CAD 10.3%

Keyera Corp.

Subordinated notes Series 2019-A due 2079 Intermediate 6/13/2029 600.0 CAD 14.0%
Subordinated notes Series 2021-A due 2081 Intermediate 3/10/2031 350.0 CAD 14.0%

MPLX L.P.

Series A convertible preferred units Intermediate -- 984.0 USD 5.3%

NGL Energy Partners L.P.

Class B preferred units Intermediate -- 212.8 USD 7.7%
Class C preferred units Intermediate -- 46.0 USD 7.7%
Class D preferred units Minimal n/a 600.0 USD 7.7%

NuStar Energy L.P.

Series A perpetual preferred units Intermediate -- 200.0 USD 15.0%
Series B perpetual preferred units Intermediate -- 371.5 USD 15.0%
Series C perpetual preferred units Intermediate -- 166.5 USD 15.0%
Series D convertible preferred units No equity content * n/a 447.0 USD 15.0%
Subordinated notes due 2043 No equity content * n/a 402.5 USD 15.0%

Pembina Pipeline Corp.

Series 1 Class A preferred shares Intermediate -- 250.0 CAD 10.9%
Series 3 Class A preferred shares Intermediate -- 150.0 CAD 10.9%
Series 5 Class A preferred shares Intermediate -- 250.0 CAD 10.9%
Series 7 Class A preferred shares Intermediate -- 250.0 CAD 10.9%
Series 9 Class A preferred shares Intermediate -- 225.0 CAD 10.9%
Series 15 Class A preferred shares Intermediate -- 200.0 CAD 10.9%
Series 17 Class A preferred shares Intermediate -- 150.0 CAD 10.9%
Series 19 Class A preferred shares Intermediate -- 200.0 CAD 10.9%
Series 21 Class A preferred shares Intermediate -- 400.0 CAD 10.9%
Series 25 Class A preferred shares Intermediate -- 250.0 CAD 10.9%
Subordinated notes Series 1 due 2081 Intermediate 1/25/2031 600.0 CAD 10.9%

Plains All American Pipeline L.P.

Series A preferred units Intermediate -- 1,500.0 USD 10.9%
Series B preferred units Intermediate -- 800.0 USD 10.9%

Summit Midstream Partners L.P.

Series A preferred units Intermediate -- 300.0 USD 4.0%

TC Energy Corp.

Cumulative first preferred shares Series 1 Intermediate -- 360.0 CAD 14.3%
Cumulative first preferred shares Series 2 Intermediate -- 179.0 CAD 14.3%
Cumulative first preferred shares Series 3 Intermediate -- 246.0 CAD 14.3%
Cumulative first preferred shares Series 4 Intermediate -- 97.0 CAD 14.3%
Cumulative first preferred shares Series 5 Intermediate -- 294.0 CAD 14.3%
Cumulative first preferred shares Series 6 Intermediate -- 48.0 CAD 14.3%
Cumulative first preferred shares Series 7 Intermediate -- 589.0 CAD 14.3%
Cumulative first preferred shares Series 9 Intermediate -- 442.0 CAD 14.3%
Cumulative first preferred shares Series 11 Intermediate -- 244.0 CAD 14.3%

TransCanada PipeLines Ltd.

6.35% junior subordinated notes due 2067 Intermediate 5/15/2047 1,000.0 USD 14.3%

TransCanada Trust

Trust notes Series 2015-A due May 20, 2075 Intermediate 8/20/2025 750.0 USD 14.3%
Trust notes Series 2016-A due Aug. 15, 2076 Intermediate 8/15/2026 1,200.0 USD 14.3%
Trust notes Series 2017-A due March 15, 2077 Intermediate 3/15/2027 1,500.0 USD 14.3%
Trust notes Series 2017-B due May 18, 2077 Intermediate 5/18/2027 1,500.0 CAD 14.3%
Trust notes Series 2019-A due Sept. 15, 2079 Intermediate 12/19/2029 1,100.0 USD 14.3%
Trust notes Series 2021-A due March 4, 2081 Intermediate 3/4/2031 500.0 CAD 14.3%
Trust notes Series 2022-A due March 7, 2082 Intermediate 3/7/2032 800.0 USD 14.3%

USA Compression Partners L.P.

Series A preferred units No equity content n/a 500.0 USD 0.0%
n/a--Not applicable. *NuStar's series D preferred units and 2043 subordinated notes qualify for intermediate equity content but are accounted for as minimal because the company's total hybrids are above the 15% threshold.

Related Criteria

Related Research

This report does not constitute a rating action.

Primary Credit Analysts:Michael V Grande, New York + 1 (212) 438 2242;
michael.grande@spglobal.com
Mike Llanos, New York + 1 (212) 438 4849;
mike.llanos@spglobal.com
Secondary Contacts:Stephen R Goltz, Toronto + 1 (416) 507 2592;
stephen.goltz@spglobal.com
Eric Tanguy, Paris + 33 14 420 6715;
eric.tanguy@spglobal.com
Additional Contact:Divya Singh, Mumbai (91) 22-4040-2966;
divya.singh@spglobal.com

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