Fitch Upgrades Simon Property Group's IDR to 'A'; Outlook Stable

NEW YORK--()--Fitch Ratings has upgraded the following credit ratings for Simon Property Group, Inc. (NYSE: SPG) and Simon Property Group, L.P. (collectively, Simon):

Simon Property Group, Inc.

--Issuer Default Rating (IDR) to 'A' from 'A-';

--$75 million preferred stock to 'BBB+' from 'BBB'.

Simon Property Group, L.P.

--IDR to 'A' from 'A-';

--$6 billion unsecured revolving credit facilities to 'A' from 'A-';

--$14 billion senior unsecured notes to 'A' from 'A-'.

In addition, Fitch has assigned a rating of 'A' to Simon Property Group, L.P.'s $300 million unsecured term loan due 2018, $600 million 2.2% notes due 2019, and $600 million 3.75% notes due 2024. The Rating Outlook is Stable.

KEY RATING DRIVERS

The upgrade to 'A' has two elements: first, improvements in the quality of the company's retail real estate portfolio and second, improved liquidity. Pro forma for the spinoff of the strip center business and smaller enclosed malls to Washington Prime Group, Inc. (the spinoff) in 2Q'2014, fixed-charge coverage is appropriate for the 'A' rating level. The company has robust pro forma liquidity coverage, driven in part by a low expected adjusted funds from operations (AFFO) payout ratio. This enables Simon to build unrestricted cash, enhancing the company's ability to fund future investments and/or repay unsecured debt as needed.

Credit strengths include Simon's excellent access to capital and management track record as a capital allocator (e.g. via operations, development and capital recycling). Leverage is somewhat elevated for the 'A' level but expected to decline over the next 12-to-24 months.

Spinoff Improves Asset Quality

In December 2013, Simon announced the spinoff of its strip center business and its smaller enclosed malls (each of the malls generated annual net operating income (NOI) of approximately $10 million or less). The spinoff entity, Washington Prime Group, Inc. (WPG) will hold 54 strip centers and 44 mall properties, and the spinoff is expected to occur in 2Q'2014. The transaction should improve SPG's asset quality as evidenced by higher mall occupancy (96.5% pro forma compared with 96.1% at year-end) and higher tenant sales per square foot ($616 pro forma compared with $582 at year-end).

The company's mall portfolio pro forma for the spinoff will include 178 mall properties, 13 The Mills properties and 62 community/lifestyle centers. Fitch considers the portfolio 'prime' as it includes productive assets such as Forum Shops at Caesars in Las Vegas, NV, The Galleria in Houston, TX, King of Prussia Mall in King of Prussia, PA, and Sawgrass Mills in Sunrise, FL. Simon has consistently outperformed its U.S. mall peers as measured by occupancy 60 basis points (bps) above peers and same-store NOI 150 bps above peers from 2006 to 2013, evidencing 'prime' asset quality.

Improving Fixed-Charge Coverage

The company's same-store NOI growth, driven by mid-single-digit releasing spreads and occupancy gains, along with a reduced cost of debt capital, improved fixed-charge coverage to 3.1x in 2013 (3.2x in 4Q'2013) from 2.9x in both 2012 and 2011. Releasing spreads averaged 14.9% in 2013 following 10.2% in 2012 and 9.5% in 2011.

Recently signed rents per square foot relative to 2014-2015 average expiring rent per square foot indicate further upward momentum on releasing spreads pro forma for the spinoff of WPG. Fitch projects that fixed-charge coverage will remain in the low-to-mid-3x range over the next 12-to-24 months, which is consistent with an 'A' rating. In a stress case not anticipated by Fitch in which the company's same-store NOI growth is consistent with 2009-2010 growth (its weakest reported periods), fixed-charge coverage would remain in the low 3x range, which would still be adequate for the 'A' rating. Fitch defines fixed-charge coverage as recurring operating EBITDA including recurring cash distributions from unconsolidated entities less recurring capital expenditures and straight-line rent adjustments, divided by total interest incurred and preferred stock dividends.

Opportunistic Growth

Fitch expects that the company will continue to seek out opportunities abroad, augmenting an already diversified stream of cash flow from its U.S. portfolio. The company recently expanded its international investment base beyond its 28.9% equity stake in Klepierre SA and ownership interests in international Premium Outlets, by acquiring interests in five operating properties in the U.K., Austria, Italy and the Netherlands through its joint venture with McArthurGlen. Simon Property Group, L.P.'s Euro-denominated bond offering in October 2013 indicates the company's commitment to match-funding its European investments and reducing currency risk. Simon has been equally as opportunistic domestically. In January 2014, Simon acquired its joint venture partners' remaining interest in Kravco Simon Investments, a portfolio of 10 assets, including King of Prussia Mall.

Excellent Access to Capital

The company has multicurrency credit facilities totaling $6 billion, aggregating the largest capacity in the U.S. REIT sector. In addition to the abovementioned Euro-denominated bond offering, in January 2014 Simon Property Group, L.P. issued $600 million of 2.20% five-year senior notes and $600 million of 3.75% 10-year senior notes. During 2013, the company also closed or locked rates on 30 new secured loans totaling approximately $5.1 billion, of which SPG's share is $3 billion. The weighted average interest rate on the new loans is 3.31% and the weighted average term is 7.5 years.

Strong Liquidity

Liquidity coverage is solid at 1.8x for the period Jan. 1, 2014 to Dec. 31, 2015 pro forma. Fitch defines liquidity coverage as liquidity sources divided by liquidity uses. Liquidity sources include unrestricted cash, availability under revolving credit facilities, and projected retained cash flows from operating activities pro forma for the repayment of the Sawgrass Mills mortgage, January 2014 unsecured bond offerings, and WPG spinoff. Liquidity uses include pro forma debt maturities, projected recurring capital expenditures and development expenditures.

If 90% of secured debt maturities through 2015 are refinanced, liquidity coverage would improve to 2.6x. In addition, near-term debt maturities are manageable as approximately 5.7% of pro forma debt matures in 2014 followed by 10.5% in 2015, although 2016 pro forma debt maturities are somewhat heavy at 15.6%.

Liquidity is enhanced by Simon's low (AFFO payout ratio, which was 59.2% in 2013. Fitch calculates that the AFFO payout ratio will increase to 62.6% in 2014 pro forma for the spin-off of WPG, which should still provide strong internally-generated liquidity of over $1.3 billion per year for future investments and/or debt repayment.

Strong Contingent Liquidity Supports IDR

The company also has strong contingent liquidity from its unencumbered pool, which now includes Sawgrass Mills, one of Simon's stronger assets. Unencumbered assets (pro forma Fitch-estimated unencumbered EBITDA divided by a stressed 7% capitalization rate) covers net unsecured debt by 2.7x, which is adequate for an 'A' rating. The company's unrestricted cash balance totaled $1.7 billion at year-end 2013 and Fitch expects a minimum cash balance of approximately $1 billion to fund the business and/or repay corporate unsecured debt.

Active Development Pipeline

Simon's development pipeline primarily consists of redevelopment projects across almost all segments including Premium Outlets. This program should improve asset quality going forward. As of Dec. 31, 2013, the pipeline had a pro rata net cost of approximately $1.3 billion and pro rata cost to complete of $853 million, representing 2.0% of gross assets, which is manageable especially considering it can be largely funded via retained operating cash flow. Cost to complete is still below year-end 2007 levels of 2.3%.

Leverage Expected to Decline

Pro forma leverage is 5.5x compared with 5.2x in 4Q'2013 (5.6x for full year 2013). The company reduced leverage from 6.0x in 2012 due to EBITDA growth along with a build-up of cash via retained cash flow. Fitch's base case projects that leverage will approach 5x over the next 12 months and potentially a high 4x by 2016 due to EBITDA growth, either of which would be appropriate for the 'A' rating given SPG's improved asset quality. Under Fitch's stress case, leverage would remain around 5x, which would be weaker but adequate for an 'A' rating.

Preferred Stock Notching

The two-notch differential between Simon's IDR and preferred stock rating is consistent with Fitch's criteria for corporate entities with an IDR of 'A'. Based on Fitch research titled 'Treatment and Notching of Hybrids in Nonfinancial Corporate and REIT Credit Analysis', available on Fitch's web site at 'www.fitchratings.com', these preferred securities are deeply subordinated and have loss absorption elements that would likely result in poor recoveries in the event of a corporate default.

Stable Outlook

The Stable Outlook reflects Fitch's projection of leverage approaching 5.0x and fixed-charge coverage sustaining above 3.0x over the near- to medium-term. The Stable Outlook further takes into account that the portfolio will remain 'prime' quality and that qualitative credit strengths will include excellent access to capital and a strong management team. The company has sufficient liquidity to fund its active development pipeline.

RATING SENSITIVITIES

The following factors may have a positive impact on Simon's Ratings and/or Outlook:

--Fitch's expectation of fixed-charge coverage sustaining above 3.5x (pro forma fixed-charge coverage was 3.2x in 4Q'2013);

--Fitch's expectation of leverage sustaining below 4.5x (pro forma leverage is 5.5x though expected to trend just below 5.0x over the next 12-to-24 months).

The following factors may have a negative impact on Simon's Ratings and/or Outlook:

--A highly leveraged transaction that materially weakens the company's credit profile;

--Fitch's expectation of fixed-charge coverage sustaining below 3.0x;

--Fitch's expectation of leverage sustaining above 5.5x.

Additional information is available at 'www.fitchratings.com'.

Applicable Criteria and Related Research:

--'Rating U.S. Equity REITs and REOCs: Sector Credit Factors,' Feb. 26, 2014;

--'Treatment and Notching of Hybrids in Non-Financial Corporate and REIT Credit Analysis' (Dec. 23, 2013);

--'Recovery Ratings and Notching Criteria for Equity REITs' (Nov. 19, 2013);

--'Corporate Rating Methodology' (Aug. 5, 2013).

Applicable Criteria and Related Research:

Recovery Ratings and Notching Criteria for Equity REITs

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=722363

Corporate Rating Methodology: Including Short-Term Ratings and Parent and Subsidiary Linkage

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=715139

Treatment and Notching of Hybrids in Non-Financial Corporate and REIT Credit Analysis

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=726863

Criteria for Rating U.S. Equity REITs and REOCs

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=700091

Additional Disclosure

Solicitation Status

http://www.fitchratings.com/gws/en/disclosure/solicitation?pr_id=823559

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Contacts

Fitch Ratings
Primary Analyst
Sean Pattap, +1-212-908-0642
Senior Director
Fitch Ratings, Inc.
33 Whitehall Street
New York, NY 10004
or
Secondary Analyst
Britton Costa, +1-212-908-0524
Director
or
Committee Chairperson
Philip Zahn, CFA, +1-312-606-2336
Senior Director
or
Media Relations, New York
Sandro Scenga, +1-212-908-0278
sandro.scenga@fitchratings.com

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Contacts

Fitch Ratings
Primary Analyst
Sean Pattap, +1-212-908-0642
Senior Director
Fitch Ratings, Inc.
33 Whitehall Street
New York, NY 10004
or
Secondary Analyst
Britton Costa, +1-212-908-0524
Director
or
Committee Chairperson
Philip Zahn, CFA, +1-312-606-2336
Senior Director
or
Media Relations, New York
Sandro Scenga, +1-212-908-0278
sandro.scenga@fitchratings.com