Frankfurt am Main, April 06, 2021 -- Moody's Investors Service ("Moody's") has today
downgraded DEMIRE Deutsche Mittelstand Real Estate AG ("DEMIRE")
corporate family rating to Ba3 from Ba2. Consequently, Moody's
downgraded the senior unsecured rating of its €600 million notes
maturing in 2024 to Ba3 from Ba2. The outlook on the ratings remains
stable.
RATINGS RATIONALE
After a first dividend distribution of EUR 57m in Q3 2020, DEMIRE
announced another request from majority shareholders Apollo and Wecken
Group (together holding 90.7%) to distribute a second dividend
amounting to EUR 65m by Q2 2021. Pro-forma for this second
dividend distribution and including signed disposals as well as the recent
acquisition of a 50% stake in the CIELO office property in Frankfurt,
the company's loan-to-value (LTV) will be at around
54% and net debt to EBITDA will increase to around 15x.
A second significant dividend distribution within a very short timeframe
appears aggressive in the context of a still uncertain economic backdrop.
Moreover, it will position the company's leverage outside
of its publicly communicated financial policy of a maximum loan-to-value
("LTV") of 50% and with limited headroom vs.
max 60% LTV covenant for incurring additional financial indebtedness
under the senior unsecured notes' documentation.
We expect Moody's adjusted debt to assets to reach 55% per
year-end 2021 and net debt to EBITDA to be around 15.7x.
Those credit ratios leave the company with very limited financial flexibility
to withstand challenging operating conditions ahead including increased
business insolvencies, reduced leasing activity, weaker rental
growth prospects and downside pressure on capital values. Accordingly,
we expect the company's credit ratios to further weaken and thus
to be more commensurate with a Ba3 rating.
The rating remains supported by (i) the company's well-diversified
portfolio of commercial real estate assets in secondary locations in Germany,
focused on office properties but also including retail and logistics properties;
(ii) DEMIRE's solid operating performance, notwithstanding
coronavirus-driven business disruptions, backed by integrated
business model and active portfolio management, which have resulted
in a higher occupancy rate per year-end 2020 and (iii) adequate
liquidity following the refinancing activities of 2019, with no
debt maturities until 2024 and a large unencumbered asset base.
The Ba3 corporate family rating also reflects the company's main
credit challenges arising from (i) its private-equity dominated
ownership structure and its demonstrated more aggressive financial approach
to shareholder distributions than we had previously factored into the
rating (ii) the economic fallout in 2020, rising unemployment in
Germany and a fragile economic recovery in 2021 which will continue putting
pressure on the rental cycle and investment sentiment; and (iii)
a small and lower-quality asset portfolio, compared with
higher-rated peers.
RATIONALE FOR STABLE OUTLOOK
The stable outlook reflects our expectation that despite the tough economic
climate, DEMIRE's operating results are likely to remain solid,
resulting in a financial leverage that is in line with our Ba3 rating
guidance. We expect Moody's adjusted debt to assets to remain
between 54% to 56% and net debt to EBITDA to be between
15.5x -14.5x over the next 12 to 18 months.
Fixed- charge coverage ratio will likely remain at a solid level
of around 3x.
If contrary to our expectations, the company would make further
shareholder distributions or aggressively financed acquisitions resulting
in company's LTV creeping up towards 60%, this would
lead to a negative rating action.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
FACTORS THAT COULD LEAD TO A DOWNGRADE
DEMIRE's rating could come under pressure if sustained coronavirus-driven
business disruptions translate into greater stress for its retail tenants
and thus weaker rental income or occupancy than currently anticipated
in our base case. Other factors that could lead to a downgrade
include:
- Additional shareholder distributions or debt-funded acquisitions
resulting in DEMIRE further departing from or relaxing its current financial
policy
- Deterioration of the asset quality within the portfolio or increasing
vacancy rate
- Moody's-adjusted gross debt to total assets increases
to above 60%, accompanied by an increasing trend in net debt
to EBITDA from current level
- Moody's-adjusted fixed charge coverage falls below 2.25x
- The company fails to maintain good liquidity or refinance debt
maturities well in advance
FACTORS THAT COULD LEAD TO AN UPGRADE
A rating upgrade could result from:
- Track record of sustaining leverage in line with its financial
policy
- Moody's-adjusted debt to total assets sustained below
55%, in combination with net debt to EBITDA reverting to
pre covid-19 level
- Sustained solid operating performance, reflected by growing
and higher quality property portfolio, with at least a stable occupancy
ratio
- Sustained strong Moody's-adjusted fixed charge coverage
at above 2.75x
ENVIRONMENTAL, SOCIAL AND GOVERNANCE CONSIDERATIONS
DEMIRE's rating considers its private-equity dominated ownership
structure and the associated aggressive financial policy to that,
which is tolerant of higher leverage, debt-funded M&A
and recapitalisation measures. As such the envisaged dividend distribution
is credit negative, weakening the company's debt metrics in
a challenging economic environment.
PRINCIPAL METHODOLOGY
The principal methodology used in these ratings was REITs and Other Commercial
Real Estate Firms published in September 2018 and available at https://www.moodys.com/researchdocumentcontentpage.aspx?docid=PBC_1095505.
Alternatively, please see the Rating Methodologies page on www.moodys.com
for a copy of this methodology.
COMPANY PROFILE
Headquartered in Langen, Germany, DEMIRE Deutsche Mittelstand
Real Estate AG (DEMIRE) is a public listed commercial real estate company
with focus on offices in secondary locations across Germany. The
company's portfolio value stands at circa €1.4 billion.
The company's contracted rental income amounts to around €86 million
over a 4.8 year weighted average lease term (WALT). DEMIRE
is listed on the Frankfurt stock exchange and had a market capitalization
around €501 million as of 30 March 2021. Apollo-managed
funds and Wecken Group together hold 90.7% of DEMIRE's shares.
REGULATORY DISCLOSURES
For further specification of Moody's key rating assumptions and
sensitivity analysis, see the sections Methodology Assumptions and
Sensitivity to Assumptions in the disclosure form. Moody's
Rating Symbols and Definitions can be found at: https://www.moodys.com/researchdocumentcontentpage.aspx?docid=PBC_79004.
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Ana Luz Silva Robles
Asst Vice President - Analyst
Corporate Finance Group
Moody's Deutschland GmbH
An der Welle 5
Frankfurt am Main 60322
Germany
JOURNALISTS: 44 20 7772 5456
Client Service: 44 20 7772 5454
Anke Rindermann
Associate Managing Director
Corporate Finance Group
JOURNALISTS: 44 20 7772 5456
Client Service: 44 20 7772 5454
Releasing Office:
Moody's Deutschland GmbH
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