NEW YORK--(BUSINESS WIRE)--Fitch Ratings has assigned the following debt obligation rating to Corporate Office Properties, L.P.:
--$300 million 3.7% senior unsecured notes 'BBB-'.
The notes mature in June 2021 and were priced at 99.739% of their face amount to yield 3.742%, a 165 basis point spread to the benchmark treasury rate. The notes are obligations of Corporate Office Properties, L.P. and fully and unconditionally guaranteed by Corporate Office Properties Trust (COPT, NYSE: OFC).
COPT will use net proceeds from the offering to repay borrowings under the company's unsecured revolving credit facility and a portion of the 2015 term loan, to redeem its series H preferred stock, and for general corporate purposes.
Fitch currently rates the company as follows:
Corporate Office Properties Trust
--Issuer Default Rating (IDR) 'BBB-';
--Preferred Stock 'BB'.
Corporate Office Properties, L.P.
--Senior unsecured line of credit 'BBB-';
--Senior unsecured term loans 'BBB-';
--Senior unsecured notes 'BBB-';
--Senior unsecured exchangeable notes 'BBB-'.
The Rating Outlook is Stable.
KEY RATING DRIVERS
Strong Franchise/Defense-Driven Portfolio
COPT generates 73% of net operating income (NOI) from its strategic tenant niche, which includes properties occupied primarily by government agencies or defense contractors. As a result, COPT's assets are generally located near strategic defense locations (i.e. Fort Meade), which drives geographic concentration in the Washington, D.C. and Baltimore region. These strategic locations drive strong tenant investment in the assets and create tenant stickiness, as retention rates have averaged approximately 70% since 2007.
Tenant missions also center on R&D and high-tech areas that are critical to national cyber-security in the United States. Together with COPT's long-standing relationships with the federal government and contractors, these strategic locations create meaningful barriers to entry.
Portfolio Realignment Largely Complete
COPT completed its Strategic Reallocation Plan (SRP) commenced in 2011 via the sale of non-core assets (reduced Baltimore County footprint by 2 million square feet), exiting the Colorado Springs market, and improving its balance sheet to levels consistent with an investment-grade office REIT. Key remaining transactions include the expected conveyance of a $150 million portfolio (based on outstanding CMBS balances) to the special servicer during 2014 and the redevelopment/expected sale of the company's Blue Bell portfolio. These transactions will further improve financial flexibility and facilitate capital recycling in the company's strategic niche properties.
Improved Credit Profile; Addition by Subtraction
The company sold its 15-asset Colorado Springs portfolio for $133.9 million and conveyed 14 properties to the CMBS special servicer for $146.9 million in December 2013, reflecting the value of in-place debt and accrued interest. These transactions drove leverage lower to 6.7x at March 31, 2014. Fitch anticipates that COPT will convey a separate $150 million portfolio to the special servicer in 2014 following vacancies by Northrop Grumman and CSC in April 2014, which will facilitate further de-levering. Fitch is not concerned about potential franchise risk at this time; however, additional conveyances would be viewed negatively given the potential for weakened access to mortgage debt.
Appropriate Credit Metrics
Pro forma leverage is 6.7x, a decline from 7.0x and 8.7x at Dec. 31, 2012 and Dec. 31, 2011, respectively. Fitch expects leverage will approach 7.0x in 2014 as COPT funds its development pipeline, before declining to the low-6.0x range over the longer term, driven by low single-digit same-store net operating income (SSNOI) growth and incremental cash flow from development completions. Projected leverage is appropriate for the 'BBB-' IDR. Fitch defines leverage as net debt-to-recurring operating EBITDA.
Fixed charge coverage (FCC) was 2.2x for the trailing 12 months (TTM) ended March 31, 2014, an improvement from 2.1x in 2013 and 1.8x in 2012. Fitch expects that FCC will approach 2.5x over the next 12-24 months, driven by recurring operating EBITDA growth and continued access to debt capital at favorable rates. Projected coverage is relatively strong for the rating. Fitch defines FCC as recurring operating EBITDA, less recurring capital expenditures and straight-line rent adjustments, divided by total interest incurred and preferred dividends.
Uneven Operating Fundamentals
Same-store occupancy increased 80 basis points year-over-year to 89.9% at March 31, 2014; however, part of the gain was attributed to the sale of lower occupancy assets (i.e. Colorado Springs) and asset foreclosures. Fundamentals remain uneven across markets - the Baltimore/Washington Corridor, which makes up 47% of square feet, has seen encouraging leasing indicators evidenced by improving cash leasing spreads and lower tenant improvements. However, Northern Virginia and Greater Baltimore (collectively 34% of square feet) remain under pressure and have been characterized by cash rent roll down in the high single digits with elevated capex requirements. Favorably though, GAAP leasing spreads continue to be generally positive across the portfolio, though 1Q'14 renewal growth decelerated to 1.6% from 4.6% in 2013. Fitch expects that occupancy will increase marginally in 2014 as contractors finalize real estate rationalization plans.
Informed Demand Mitigates Development Risk
COPT's growth strategy centers on new development given informed demand from the U.S. Government for new space requirements. The pipeline totaled $376 million at March 31, 2014 and was 55% pre-leased to both government agencies and defense contractors supporting these entities. The cost to complete the pipeline has grown to 5% of gross assets from 3% at Dec. 31, 2013, but development risk is mitigated by COPT's unique relationships that provide implicit pre-leasing. The company remains well-positioned to capture future demand from cyber-driven growth, which should offset weakness in regional markets and potential future downsizing from defense contractors. COPT leased approximately 900,000 square feet of first-generation development and redevelopment space in 2013, which follows a record 1.2 million of square feet in 2012.
Adequate Financial Flexibility
COPT has a strong liquidity profile with pro forma sources of liquidity covering total uses of liquidity by 2.7x through 2015, strong for the rating.
Fitch defines liquidity coverage as sources of liquidity divided by uses of liquidity. Sources of liquidity include unrestricted cash, availability under the unsecured revolving credit facility, and projected retained cash flow from operating activities after dividends. Uses of liquidity include pro rata debt maturities, expected recurring capital expenditures, and remaining development costs.
Financial flexibility is also supported by improved access to capital - COPT has now issued $900 million of unsecured notes since receiving investment-grade ratings in 2013 at a 4.2% weighted average interest rate - and a growing unencumbered asset pool, which covered pro forma net unsecured debt by 1.9x using a stressed 9% capitalization rate. The decline from 2.2x at Dec. 31, 2013 was driven by the Dec. 2013 sale of the unencumbered Colorado Springs portfolio and timing of development (i.e. incurring debt to finance the construction without recognizing the NOI to date). Fitch expects that the company's unencumbered asset coverage will improve to 2.0x over the next 12-24 months as these projects stabilize.
Conservative AFFO Payout Ratio
COPT's AFFO payout ratio was 70% in 2013, which allows the company to generate approximately $45 million of internal liquidity to fund growth and repay debt. Fitch expects the company to increase the dividend over the next 12-24 months; however, Fitch expects the AFFO ratio will remain below 80%.
The following factors may have a positive impact on COPT's ratings and/or Outlook:
--Fitch's expectation of net debt-to-recurring operating EBITDA sustaining below 6.0x (pro forma leverage is 6.7x);
--Fitch's expectation of FCC maintaining above 2.5x (FCC ratio was 2.2x for the TTM ended March 31, 2014);
--Fitch's expectation of unencumbered asset coverage of net unsecured debt (UA/UD) maintaining above 2.5x (pro forma coverage is 1.9x).
The following factors may have a negative impact on the company's ratings and/or Outlook:
--Fitch's expectation of leverage sustaining above 7.0x;
--Fitch's expectation of FCC sustaining below 1.8x;
--Fitch's expectation of UA/UD sustaining below 1.8x;
--Material macroeconomic weakness affecting the defense industry, such that a larger portion of COPT's portfolio would consist of standard suburban office assets.
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 Nonfinancial 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:
Corporate Rating Methodology: Including Short-Term Ratings and Parent and Subsidiary Linkage
Recovery Ratings and Notching Criteria for Equity REITs
Treatment and Notching of Hybrids in Non-Financial Corporate and REIT Credit Analysis
Rating U.S. Equity REITs and REOCs (Sector Credit Factors)