Fitch Affirms Digital Realty Trust's IDR at 'BBB' Upon Telx Purchase Announcement

NEW YORK--()--Fitch Ratings has affirmed Digital Realty Trust, Inc.'s (NYSE: DLR, Digital) Issuer Default Rating (IDR) at 'BBB' and maintained the Stable Rating Outlook following its announced acquisition of Telx, a provider of colocation and interconnection services. A full list of rating actions follows at the end of the press release.

KEY RATING DRIVERS

The affirmation of DLR's ratings and Outlook reflect that while the transaction moderately increases leverage in the near term, Fitch expects the company's metrics to improve in-line with longer-term historical trends, and consistent with a 'BBB' IDR for a diversified data center real estate investment trust (REIT). While the Telx transaction adds more operational intensity and decreases margins, the transaction has several benefits, including increased tenant and revenue diversity and complementary business lines.

As the largest data center REIT, Digital Realty exhibits credit strengths including a global platform, granular tenant base, strong access to multiple sources of capital, adequate liquidity, and a deep management bench. The rating takes into account the niche asset class in which the company operates, resulting in a less liquid investment market than other commercial property asset classes and also low unencumbered asset coverage for the rating.

Key Metrics Remain Appropriate For Rating

Fitch estimates pro forma run-rate leverage at 5.4x for the trailing 12 months (TTM) ended March 31, 2015, compared to 5x for stand-alone DLR. The initial increase in leverage is due to the company acquiring Telx using approximately 8.6x leverage. Fitch forecasts that leverage will remain between 5.0x and 5.5x over the next 12-24 months and DLR has consistently maintained leverage between 4.4x and 5.6x since 2009. Fitch defines leverage as debt net of readily available cash divided by recurring operating EBITDA.

Fixed-charge coverage is good for the rating at 2.7x pro forma, compared with 2.9x and 2.9x for the years 2014 and 2013, respectively. Fitch expects DLR's fixed-charge coverage will be between 2.7x and 2.9x over the next 12-24 months, driven by same-store net operating income (NOI) growth offset by higher fixed charges. Fitch defines fixed-charge coverage as recurring operating EBITDA less straight-line rents divided by total interest incurred and preferred stock dividends.

Strategy Focused on Improving Unlevered Cash Flow

The lease-up of existing inventory is one of the company's top priorities. Tenants across the social media, mobility, analytics, and cloud segments are driving the majority of new demand for Digital Realty's properties. Portfolio occupancy was unchanged year over year at 92.1% as of March 31, 2015, but quarterly stabilized same store year-over-year cash NOI growth averaged 3.9% for the TTM due primarily to a renewal leasing spread of 11.9% and a retention rate of 80% for TTM ended March 31, 2015. During that period, renewal activity represented 54.4% of leased square footage. Comparisons for renewals were challenging for a time due to the rolldown of peak rental rates signed prior to the financial crisis; however, it appears the company has done a quality job recently in leasing up its existing properties and maintaining its tenant base. Over the next several years, Fitch projects 2.5% to 4.7% same-store NOI growth, driven primarily by developments coming on line and efficient management of the aggregate portfolio post-close of the Telx acquisition.

Same-store NOI growth, cash flow from the lease-up of developments, and increased cash flow from joint ventures, offset by a reduction of EBITDA from the sale of non-core assets, should drive fixed-charge coverage in the high 2.0x range over the next two years, appropriate for a 'BBB' rating given Digital Realty's niche property focus.

Global Platform

Pro forma for the transaction, Digital Realty will be able to offer Turn-Key Flex, Powered Base Building, colocation and interconnection space, and its 137 operated properties span over 30 markets across 10 countries and four continents. Top markets as of March 31, 2015 were London (11.7% of annualized base rent), Dallas (10.4%), Northern Virginia (10.1%), New York (9.2%), and Silicon Valley (8.8%).

The company also benefits from a granular tenant roster, which includes CenturyLink, Inc. (Fitch IDR of 'BB+' with a Stable Outlook) at 7.3% of rent before effect of the Telx transaction, IBM (IDR of 'A+' with a Stable Outlook) at 7%, Equinix Operating Company, Inc. at 4%, Facebook, Inc. at 2.4% and AT&T (IDR of 'A-' with a Stable Outlook) at 2.1%.

Good Access to Capital but Limited Secured Debt Market for Data Centers

Since 2006, the company has issued $2.7 billion of common equity, $1.6 billion of preferred equity, $2.5 billion of dollar-denominated unsecured bonds, and GBP700 million of sterling-denominated unsecured bonds. The company's sterling-denominated bonds function as a natural hedge given the company's exposure to the United Kingdom.

In September 2014, the company formed a joint venture with an affiliate of Griffin Capital Essential Asset REIT, Inc. (GCEAR). This was the company's second large institutional joint venture following the venture with an investment fund managed by Prudential Real Estate Investors in September 2013. The GCEAR venture arranged a $102 million five-year secured bank loan at LIBOR plus 225 basis points, representing a loan-to-value ratio of 55%.

Despite the company's strong access to capital, the availability of mortgage capital for data centers is not as deep compared with other commercial real estate property types, limiting the sources of contingent liquidity.

Deep Management Bench

The company has a strong management team in areas such as real estate expertise as well as technical acumen, and it continues to work collaboratively with its business partners such as VMare and Compunext to provide accommodative data center solutions (e.g., direct connections to VMware vCloud Air, creation of the Global Cloud Marketplace with various cloud service providers). Fitch expects that most of Telx's employees will join DLR to manage the colocation and interconnection business.

Less Contingent Liquidity for Data Centers

Data centers are specialized properties and technological obsolescence over the long term is possible. However, there are significant barriers to entry and medium-term IT trends are favorable. Compared with other real estate assets, data centers have a less liquid investment market with fewer potential buyers, making these assets potentially more difficult to divest or borrow against in a depressed market. These market characteristics can reduce the ability of data centers to serve as a source of contingent liquidity. Digital Realty's financial metrics are intrinsically strong for the 'BBB' rating category; however, the ratings are constrained by the data center properties being a less-than-mature asset class and the less liquid market for trading and financing these assets.

Digital Realty is committed to an unsecured funding profile. However, the company's unsecured debt incurrence has outpaced the growth of the unencumbered pool. Unencumbered assets (unencumbered NOI divided by a stressed capitalization rate of 10%) covered net unsecured debt by 2.1x as of March 31, 2015, which is low for a 'BBB' rating. This ratio further declines to 1.9x pro forma for the Telx transaction.

Higher Operational Intensity From Telx Transaction

Fitch estimates that pro forma EBITDA margins will decline to 54% from approximately 57% due to lower Telx margins, and, pro forma for the transaction Telx's colocation and interconnection business will represent approximately 10% of DLR's total EBITDA. Telx owns only two assets, with the remaining seven locations leased from third-party property owners. As a result, DLR will become a tenant at these locations, which increases lease renewal risk and adds a degree of operating risk into the company's business. Fitch's negative rating sensitivities for leverage may decline if the company further increases its exposure to business segments with higher operating risk.

Adequate Liquidity Coverage Ratio

Liquidity coverage (defined as liquidity sources divided by uses) is adequate at 1.6x for the period from April 1, 2015 to Dec. 31, 2016, pro forma for the company's June 2015 bond offering. Sources of liquidity include unrestricted cash, availability under the company's unsecured revolving credit facility, and projected retained cash flows from operating activities after dividends and distributions. Uses of liquidity include debt maturities as well as projected recurring capital expenditures and cost-to-complete future development.

The company's adjusted funds from operations (AFFO) pay-out ratio was 82.3% in first quarter 2015 (1Q15), compared with 87.6% in 2014 and 83.9% in 2013, all of which are indicative of the company's ability to generate and retain moderate organic liquidity. Based on the current AFFO payout ratio, the company retains approximately $101 million annually.

Preferred Stock Notching

The two-notch differential between DLR's IDR and preferred stock rating is consistent with Fitch's criteria for corporate entities with an IDR of 'BBB'. 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 expectation that metrics will remain appropriate for the rating and that DLR will finance the Telx transaction on terms currently contemplated by Fitch.

KEY ASSUMPTIONS

Fitch's key assumptions within the rating case for DLR include:

--Approximately $700 million of common equity issuance via a forward sale agreement entered into imminently following transaction announcement;

--Approximately $1.2 billion of other financing transactions prior to transaction closing;

--$850 million of annual development starts;

--$750 million of annual development deliveries.

RATING SENSITIVITIES

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

--Increased mortgage lending activity in the data center sector;

--Fitch's expectation of fixed-charge coverage sustaining above 3x (TTM fixed-charge coverage was 2.9x and pro forma coverage is 2.7x);

--Fitch's expectation of leverage sustaining below 4.5x (TTM leverage is 5x and pro forma run-rate leverage is 5.4x).

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

--Sourcing the Telx transaction with more than 50% debt;

--Sustained declines in rental rates and same-property NOI;

--Fitch's expectation of fixed-charge coverage sustaining below 2.5x;

--Fitch's expectation of leverage sustaining above 6x;

--Base case liquidity coverage sustaining below 1x.

Fitch has affirmed DLR and rated affiliates' ratings as follows:

Digital Realty Trust, Inc.

--IDR at 'BBB';

--Preferred stock at 'BB+'.

Digital Realty Trust, L.P.

--IDR at 'BBB';

--Unsecured revolving credit facility at 'BBB';

--Senior unsecured term loan facility at 'BBB';

--Senior unsecured notes at 'BBB'.

Digital Stout Holding, LLC

--Unsecured guaranteed notes at 'BBB'.

Additional information is available on www.fitchratings.com.

Applicable Criteria

Corporate Rating Methodology - Including Short-Term Ratings and Parent and Subsidiary Linkage (pub. 28 May 2014)

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

Recovery Ratings and Notching Criteria for Equity REITs (pub. 18 Nov 2014)

https://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=813628

Treatment and Notching of Hybrids in Non-Financial Corporate and REIT Credit Analysis (pub. 25 Nov 2014)

https://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=821568

Additional Disclosures

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Solicitation Status

https://www.fitchratings.com/gws/en/disclosure/solicitation?pr_id=987883

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Contacts

Fitch Ratings
Primary Analyst
Steven Marks
Managing Director
+1-212-908-9161
Fitch Ratings, Inc.
33 Whitehall Street
New York, NY 10004
or
Secondary Analyst
Stephen Boyd, CFA
Director
+1-212-908-9153
or
Committee Chairperson
Robert Curran
Managing Director
+1-212-908-0515
or
Media Relations:
Sandro Scenga, +1 212-908-0278
sandro.scenga@fitchratings.com

Contacts

Fitch Ratings
Primary Analyst
Steven Marks
Managing Director
+1-212-908-9161
Fitch Ratings, Inc.
33 Whitehall Street
New York, NY 10004
or
Secondary Analyst
Stephen Boyd, CFA
Director
+1-212-908-9153
or
Committee Chairperson
Robert Curran
Managing Director
+1-212-908-0515
or
Media Relations:
Sandro Scenga, +1 212-908-0278
sandro.scenga@fitchratings.com