NEW YORK--(BUSINESS WIRE)--Fitch Ratings has assigned a short-term Issuer Default Rating (IDR) of 'F1' to Simon Property Group, L.P., the operating partnership of Simon Property Group, Inc. (NYSE: SPG or the company). In addition, Fitch has assigned short-term ratings of 'F1' to Simon Property Group, L.P. and Simon CP 2's $500 million commercial paper (CP) note program. Simon Property Group, L.P. and Simon CP 2 (together Simon Property Group) are the issuers of the CP paper, which has a maximum term of 379 days for the U.S. notes (USCP notes) and 183 days for the Euro notes (ECP notes). Simon Property Group, L.P. guarantees the obligations of Simon CP 2.
On Oct. 7, 2014 SPG announced that under its global unsecured CP note program, Simon Property Group may issue unsecured CP notes denominated in U.S. dollars, Euros, and other currencies up to a maximum amount of $500 million or the non-U.S. equivalent. The CP program has been utilized by both issuers, and the CP notes rank pari passu with all of the operating partnership's other senior unsecured indebtedness, all of which is rated 'A' by Fitch.
The time horizon of investment-grade short-term ratings does not explicitly relate to the 13 months immediately following a given date. Instead, it relates to the continual liquidity profile of the rated entity that would be expected to endure over the time horizon of the long-term IDR.
Corporate CP issuers need sufficient liquidity reserves (including liquid assets, committed bank facilities, or liquidity from a parent or third party) to withstand two types of liquidity challenges: systemic risk and credit, or event risk. Fitch's initial view on the short-term IDR generally considers the issuer's long-term ratings based on the mapping in the Rating Correspondence Table in Fitch's 'Short-Term Ratings Criteria for Non-Financial Corporates,' dated Aug. 5, 2013. In this table, a long-term IDR of 'A' corresponds with a short-term IDR of 'F1'.
The global unsecured CP note program is a credit positive in that it establishes another source of unsecured debt capital -- albeit not a committed long-term source -- for the company and may allow for borrowing arbitrage opportunities. As of June 30, 2014, the company's $4 billion credit facility, which has an initial maturity of June 30, 2018, bears an interest rate of LIBOR plus 0.8%. The company's $2 billion supplemental credit facility, which has an initial maturity of June 30, 2016, bears an interest rate of LIBOR plus 0.95%. Conversely, recent U.S. CP rates for comparably rated issuers are 0.21% for 3 months and 0.24% for nine months and Euro CP rates for comparably rated issuers range from 0.22% (three months) to 0.52% (nine months).
KEY RATING DRIVERS
SPG's long-term IDR of 'A' takes into account the strong quality of the company's retail real estate portfolio, fixed charge coverage appropriate for the 'A' rating level, and robust pro forma liquidity coverage, driven in part by a low expected adjusted funds from operations (AFFO) payout ratio. Credit strengths also include SPG'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.
Strong Asset Quality
On May 28, 2014, SPG completed a 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) to Washington Prime Group, Inc. (NYSE: WPG; Fitch IDR of 'BBB-'; Stable Outlook). SPG's portfolio as of June 30, 2014 included ownership or interests in 228 properties, consisting of 181 U.S. malls and premium outlets, 13 The Mills properties, and 20 international premium outlets and designer outlets, among other investments. 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. SPG 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 3.2x for the trailing 12 months ended June 30, 2014 (3.1x in 2Q'14) from 2.9x in both 2012 and 2011. Releasing spreads were 20% in 2Q'14 and 21.1% in 1Q'14 after averaging 14.9% in 2013 and 10.2% in 2012. Recently signed rents per square foot relative to average expiring rent per square foot over the next several years indicate further upward momentum on releasing spreads.
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.
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. Over the past year, Simon expanded its international investment base beyond its equity stake in Klepierre (28.9% as of June 30, 2014 and 19.3% pro forma for the merger of Klepierre and Corio announced on July 29, 2014) 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.
SPG has been opportunistic domestically. In January 2014, the company 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
In addition to the newly established CP program, the company has multicurrency credit facilities totaling $6 billion comprising a $4 billion facility and $2 billion supplementary facility, aggregating the largest capacity in the U.S. REIT sector. In April 2014, the company amended and extended the $4 billion facility and reduced the rate to LIBOR plus 80 bps from LIBOR plus 95 bps. In addition to the abovementioned Euro and U.S. dollar denominated bond offerings, over the past year 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 company also retained $1 billion of cash proceeds from the debt placed on the WPG assets prior to the spinoff.
Liquidity coverage is adequate at 1.2x for the period July 1, 2014 to Dec. 31, 2016 pro forma both bond offerings and tender offers completed in September. 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 WPG spinoff. Liquidity uses include pro rata debt maturities, projected recurring capital expenditures and development expenditures. If 80% of secured debt maturities through 2016 are refinanced, liquidity coverage would improve to 1.7x.
Liquidity is enhanced by SPG's low AFFO payout ratio, which was 66.4% in 2Q'14 compared with 59.2% in 2013 and 57% in 2012. Fitch estimates that the company generates approximately $1.2 billion in internally generated liquidity per year, which can be deployed for future investments, development and/or debt repayment.
Strong Contingent Liquidity Supports IDR
The company also has strong contingent liquidity from its unencumbered pool. Unencumbered assets (Fitch-estimated unencumbered EBITDA divided by a stressed 7% capitalization rate) covers unsecured debt by 2.4x, which is adequate for an 'A' rating. The company's unrestricted cash balance totaled $1.7 billion at June 30, 2014 and Fitch expects a minimum cash balance of approximately billion to fund the business. Unencumbered assets-to-unsecured debt, net of readily available cash, was 2.5x as of June 30, 2014.
Active Development Pipeline
SPG's development pipeline primarily consists of redevelopment projects across almost segments including Premium Outlets. This program should improve asset quality going forward. As of June 30, 2014, the pipeline had a pro rata net cost of approximately $1.6 billion and projected cost to complete of $1.2 million, representing 3.1% of gross assets, which is manageable especially considering it can be largely funded via retained operating cash flow.
Leverage Expected to Decline
Leverage (net debt as of June 30, 2014 divided by TTM recurring operating EBITDA) was 5.1x compared with 5.6x for full-year 2013. The company reduced leverage from 6x in 2012 due to EBITDA growth along with a build-up of cash via retained flow. Fitch's base case projects that leverage will remain around 5x over the next 12 months and could decline below 5x 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 increase to between 5x and 5.5x, which would be weaker but adequate for an 'A' rating.
Preferred Stock Notching
The two-notch differential between SPG's IDR and its preferred stock rating is consistent with Fitch's 'Treatment and Notching of Hybrids in Nonfinancial Corporate and REIT Credit Analysis' criteria report dated Dec. 23, 2013, as SPG's preferred securities have cumulative coupon deferral options exercisable by SPG and thus have readily triggered loss absorption provisions in a going concern.
The Stable Outlook reflects Fitch's projection of leverage approaching 5x and fixed-charge coverage sustaining above 3x over the near- to medium-term. The Stable Outlook further takes into account that the portfolio will remain 'prime' quality, that the company will have sufficient liquidity to fund its active development pipeline and that qualitative credit strengths will include excellent access to capital and a strong management team. On June 19, 2014, SPG announced that Andrew Juster would become Chief Financial Officer in early 2015, succeeding retiring CFO Stephen Sterrett. Mr. Juster has served as Simon's Treasurer since 2000. Fitch does not expect a change in the company's financial policies as a result of this announcement.
The following factors may have a positive impact on SPG's Ratings and/or Outlook:
--Fitch's expectation of fixed-charge coverage sustaining above 3.5x (pro forma fixed-charge coverage was 3.1x in 2Q'14);
--Fitch's expectation of leverage sustaining below 4.5x (leverage was 5.1x at June 30, 2014).
The following factors may have a negative impact on SPG'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 3x;
--Fitch's expectation of leverage sustaining above 5.5x.
Fitch currently rates the company as follows:
Simon Property Group, Inc.
--Long-term IDR 'A';
--$75 million preferred stock 'BBB+'.
Simon Property Group, L.P.
--Long-term IDR 'A';
--Short-term IDR 'F1';
--$6 billion unsecured revolving credit facilities 'A';
--$240 million unsecured term loan 'A';
--$14 billion senior unsecured notes 'A';
--CP notes 'F1'.
Simon CP 2
--CP notes 'F1'.
The Rating Outlook is Stable.
Additional information is available at 'www.fitchratings.com'.
Applicable Criteria and Related Research:
--'Corporate Rating Methodology' (May 28, 2014);
--'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);
--'Short-Term Ratings Criteria for Non-Financial Corporates' (August 5, 2013).
Applicable Criteria and Related Research:
Recovery Ratings and Notching Criteria for Equity REITs
Short-Term Ratings Criteria for Non-Financial Corporates