Fitch Rates Public Storage's $250MM 6.00% Series Z Preferred Stock 'A'; Outlook Stable

NEW YORK--()--Fitch Ratings has assigned a credit rating of 'A' to the $250 million 6.00% series Z preferred stock issued by Public Storage (NYSE: PSA).

Net proceeds from the offering of approximately $242.9 million before the exercise of the over-allotment option are expected to be used to make investments in self-storage facilities and in entities that own self-storage facilities and for general corporate purposes.

Indeed, PSA disclosed that it has agreed to acquire 30 self-storage facilities totaling approximately 2.1 million net rentable square feet for $266 million. Nineteen of the properties are located in Florida. The remaining properties are in Maryland (3), North Carolina (6), New Jersey (1) and Virginia (1).

Fitch currently rates Public Storage (PSA) as follows:

--Issuer Default Rating (IDR) 'A+';

--$300 million unsecured revolving line of credit 'A+';

--$3.9 billion preferred stock 'A'.

The Rating Outlook is Stable.

KEY RATING DRIVERS

The 'A+' IDR reflects the company's minimal debt, which results in low leverage and limited refinance risk, coupled with Fitch's expectation of sustained improvements in fixed-charge coverage due to solid performance of the company's self-storage property portfolio and lower preferred dividends. Credit strengths also include strong liquidity and a long management track record.

The rating is balanced by the company's focus on a specialty property type and moderate portfolio concentration in regions such as California and Texas, although the portfolio includes over 2,300 properties in 38 states and seven European countries.

Strategy Limits Refinance Risk

Fitch expects PSA's net debt plus preferred stock-to-recurring operating EBITDA ratio to sustain in the mid-2.0x range over the next 12 to 24 months, which is solid for the 'A+' IDR. Fitch anticipates modest improvement over the rating horizon (typically two to three years) due to mid- to low-single-digit same-store net operating income (NOI) growth and incremental NOI as the company stabilizes recent developments and acquisitions. In a stress case in which same-store NOI declines, this metric would approximate 3.0x, which would be consistent with an IDR of 'A'.

PSA's unique financing strategy, which emphasizes preferred equity, results in minimal refinance risk which supports Fitch's ratings for the company. PSA's debt-to-recurring operating EBITDA was 0.3x as of March 31, 2014, compared with 0.6x and 0.3x as of Dec. 31, 2013 and Dec. 31, 2012, respectively. While not indicative of leverage, given the perpetual nature of PSA's preferred stock, the ratio of net debt plus preferred stock-to-recurring operating EBITDA was appropriate for the 'A+' IDR at 2.9x as of March 31, 2014, compared with 3.1x and 2.5x as of Dec. 31, 2013 and Dec. 31, 2012.

Strong Fundamentals Aided by Low Supply Growth

Fitch expects PSA's same-store NOI growth to moderate, but remain solidly positive through 2016. Conservatively, same-store NOI growth should taper off but remain in the positive low- to mid-single-digits during the forecast period. Higher rental rates for new and renewal leases will drive the majority of the gains. Occupancies are expected to remain flat and it is conservatively assumed that expenses will grow by approximately 2% per year, compared to expense decreases of 1.3% and 2.2% in 2013 and 2012.

PSA's U.S. portfolio same-store NOI grew by 8.2% during 2013; Europe decreased by 3.4% due to moderate oversupply in select markets against the backdrop of weak macro-economic conditions. Low levels of new supply for the industry are supporting PSA's operating fundamentals. The company's realized annual rent per occupied square foot in the U.S. same-store portfolio increased by 3.8% to $14.13 in 2013 from $13.61 in 2012. Weighted average occupancy for the year rose by 1.4% to 93.3% in 2013 from 91.9% in 2012.

PSA's internal growth has slightly lagged its public REIT peers during the last five years. Since 2009 the company has averaged 3.8% same-store NOI growth vs. 4.3% growth for the sector. PSA's peers have generally benefited from larger occupancy gains stemming from a greater amount of vacant space at the trough of the last cycle. Indeed, PSA's occupancy has averaged a 540-basis point premium to the sector during the last five years, but the spread has compressed from 6.5% in 2009 to 3.2% in 2013.

Differences in calculation methodologies can be a challenge when making same-store NOI growth comparisons across REITs, including self-storage REITs. For example, some companies will include tenant insurance in same-store NOI; PSA does not. Additionally, PSA allocates internet marketing expense at the property level while some of its peers reflect this expense at the corporate level, in general and administrative expense.

Refinancing of Higher-Cost Preferred Boosts Fixed-Charge Coverage

Fitch anticipates that fixed-charge coverage (FCC) will approach the mid-6.0x range by 2016, benefiting from preferred stock transactions during 2013. In a stress case in which same-store NOI declines by approximately 4%, coverage would fall to the mid-5.5x range, which would remain consistent with the 'A+' IDR.

Fitch expects FCC to sustain at levels appropriate for the 'A+' rating. FCC was 6.3x for the TTM ending March 31, 2014, compared with 6.3x and 5.5x in 2013 and 2012, respectively. Improving fundamentals and lower preferred dividends via lower-coupon issuance used to redeem higher cost preferred stock have contributed towards improving coverage. Fitch defines coverage as recurring operating EBITDA less recurring capital expenditures divided by total interest incurred and preferred dividends and distributions.

Improved Liquidity Position

PSA has meaningfully improved its liquidity position since the end of 2013 through approximately $510 million of net preferred equity under its Series Y and Z preferred issuance, along with the sale of a 51% interest in its loan to Shurgard Europe ($216 million of net proceeds). The company now has full availability under its $300 million revolver and has reduced the amount of borrowings under its term loan that matures in Dec. 2014 to $322 million as of May 1, 2014. Fitch calculates the company's liquidity coverage at 1.4x as of March 31, 2014 and 1.7x on a pro forma basis that includes the company's series Z issuance and $49 million of additional series Y preferred issuance in April.

Fitch defines liquidity coverage as liquidity sources divided by uses. Sources of liquidity include unrestricted cash pro forma, availability from the unsecured revolving credit facility, and projected retained cash flows from operating activities after dividends and distributions. Uses of liquidity include debt maturities and projected recurring capital expenditures.

The company has excellent contingent liquidity from a large unencumbered self-storage property pool. Approximately 97.6% of the company's $12.3 billion real estate portfolio was unencumbered as of Dec. 31, 2013. Fitch calculates that based on a 10% capitalization rate on the company's unencumbered property NOI, unencumbered asset coverage of unsecured debt and preferred stock was 3.2x as of Dec. 31, 2013 and 3.5x pro forma for the company's sale of the 51% interest in its Shurgard Europe loan and $225 million preferred equity issuance.

Disciplined and Cycle-Tested Management

Public Storage's management team has navigated through various commercial real estate and capital market cycles with a conservative balance sheet, which is factored into the 'A+' rating. The company's utilization of preferred stock provides permanent funding for a specialty property type that may be less liquid than other commercial real estate sectors. This strategy also insulates Public Storage from weak capital market environments, which Fitch views favorably.

Moderate Geographic Portfolio Concentration Risk

The company has moderate portfolio concentration within certain U.S. regions, including Southern California at 12% of rentable square feet, Texas at 12% and Florida at 12%. While not anticipated by Fitch, reduced economic activity and an increase in price-sensitive customers in geographic regions in which PSA is concentrated could reduce overall earnings power.

Stable Outlook

The Stable Outlook reflects the company's specialty focus coupled with Fitch's view that FCC will sustain in the mid-6.0x range over the rating horizon. The Stable Outlook also reflects that the size of the unencumbered portfolio is also not likely to change materially.

Preferred Stock Notching

The one-notch difference between the company's IDR and preferred stock rating reflects that unlike the majority of preferred stock issuers in the REIT industry (which have a two-notch difference between their IDRs and preferred stock ratings), Public Storage has, and is expected to maintain, limited levels of debt. Therefore recoveries of preferred stock would likely be stronger than recoveries of preferred stock of other REITs.

Fitch's ratings for PSA contemplate a moderate level of transitional (i.e. short-term) unsecured debt in its capital structure used to bridge the timing gap between completing investments and raising permanent common and/or preferred equity capital funding. However, the one-notch differential between PSA's IDR and its preferred obligations contains little tolerance for any long-term unsecured debt in PSA's capital stack.

RATING SENSITIVITIES

The following factors may result in positive momentum in the ratings and/or Outlook:

--Fitch's expectation of FCC sustaining above 7.0x (coverage was 6.3x for the TTM ending March 31, 2014);

--Fitch's expectation of net debt plus preferred stock-to-recurring operating EBITDA sustaining below 2.0x (this metric was 2.9x for the TTM ending March 31, 2014).

The following factors may result in negative momentum in the ratings and/or Outlook:

--Fitch's expectation of FCC sustaining below 4.0x;

--Fitch's expectation of net debt plus preferred stock-to-recurring operating EBITDA sustaining above 3.0x.

In addition, a change in PSA's stated financing strategy that included the issuance of long-term unsecured debt would likely cause Fitch to revise the company's preferred obligations down two notches below its IDR, as opposed to the current one-notch differential.

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' (Feb. 26, 2014);

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

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

--'Corporate Rating Methodology' (May 2014);

--'Parent and Subsidiary Rating Linkage' (Aug. 5, 2013).

Applicable Criteria and Related Research:

Parent and Subsidiary Rating Linkage

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=685552

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

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=749393

Recovery Ratings and Notching Criteria for Equity REITs

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

Treatment and Notching of Hybrids in Nonfinancial Corporate and REIT Credit Analysis - Effective Dec. 13, 2012 to Dec. 23, 2013

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=696670

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=832203

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Contacts

Fitch Ratings
Primary Analyst
Stephen Boyd, CFA, +1 212-908-9153
Director
Fitch Ratings, Inc.
33 Whitehall St.
New York, NY 10004
or
Secondary Analyst
Sean Pattap, +1 212-908-0642
Senior Director
or
Committee Chairperson
Steven Marks, +1 212-908-9161
Managing 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
Stephen Boyd, CFA, +1 212-908-9153
Director
Fitch Ratings, Inc.
33 Whitehall St.
New York, NY 10004
or
Secondary Analyst
Sean Pattap, +1 212-908-0642
Senior Director
or
Committee Chairperson
Steven Marks, +1 212-908-9161
Managing Director
or
Media Relations, New York
Sandro Scenga, +1 212-908-0278
sandro.scenga@fitchratings.com