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Rating Action:

Moody's downgrades Simon Property's unsecured debt ratings to A3, stable outlook

30 Sep 2020

New York, September 30, 2020 -- Moody's Investors Service ("Moody's") has downgraded Simon Property Group, L.P.'s ('Simon Property' or 'REIT') senior unsecured debt rating to A3 from A2 and the short-term debt rating to P-2 from P-1 as a result of the significant ongoing disruption in retail real estate and continued pressure on consumer spending due to the macroeconomic environment and the pandemic outside the control of Simon Property. In the same rating action, the senior unsecured rating of its affiliate, Simon International Finance, S.C.A. was downgraded to A3 from A2 and the preferred shelf rating of the parent Simon Property Group, Inc. was downgraded to (P) Baa1 from (P)A3.

The rating outlook was revised to stable from negative as the REIT's diversified and high-quality portfolio of retail properties, strong track record and prudent approach to capital and liquidity management are material credit strengths in the current challenging environment.

The following ratings were downgraded:

..Issuer: Simon International Finance, S.C.A.

....Senior Unsecured Commercial Paper, downgraded to P-2 from P-1

....Senior Unsecured Regular Bond/Debenture, downgraded to A3 from A2

..Issuer: Simon Property Group, Inc.

....Pref. Stock Shelf, downgraded to (P)Baa1 from (P)A3

..Issuer: Simon Property Group, L.P.

....Senior Unsecured Commercial Paper, downgraded to P-2 from P-1

....Senior Unsecured Regular Bond/Debenture downgraded to A3 from A2

....Senior Unsecured Shelf, downgraded to (P)A3 from (P) A2

Outlook Actions:

..Issuer: Simon International Finance, S.C.A.

....Outlook changed to stable from negative

..Issuer: Simon Property Group, Inc.

.... Outlook changed to stable from negative

..Issuer: Simon Property Group, L.P.

.... Outlook changed to stable from negative

RATINGS RATIONALE

The downgrade of Simon Property's ratings reflect the weaker operating conditions due to the considerable stress in retail real estate, especially the enclosed mall segment, and potential for further deterioration in tenant credit due to pressure on discretionary consumer spending in a challenging and uncertain macroeconomic environment beyond the control of Simon Property. The action also considers the likely pressure on valuations for retail real estate assets due to the uncertainty related to retail trends.

The stable outlook incorporates the REIT's diverse portfolio of properties that cater to different consumer segments, strong operational track record and conservative approach to capital management, which are meaningful credit strengths that would help the REIT outperform the broader sector trends in the near term. The REIT's solid liquidity position provides financial flexibility to adapt to the shifting retailing landscape. The risk of another wave of pandemic induced store closures or a significant decline in consumer spending could prompt more store closures and bankruptcy filings by retailers is a key credit consideration for the sector however, Simon Property at its current rating and outlook is well-equipped to handle most disruptions like the localized or short duration closures in California in the third quarter.

The rapid spread of the coronavirus outbreak, deteriorating global economic outlook, low oil prices, and high asset price volatility have created an unprecedented credit shock across a range of sectors and regions. We regard the coronavirus outbreak as a social risk under our ESG framework, given the substantial implications for public health and safety. Today's action reflects the impact on the REIT, due to its exposure to enclosed malls, which has left it vulnerable to shifts in market demand and sentiment in these unprecedented operating conditions.

After the extreme disruption in store retailing in the second quarter of 2020, especially in the enclosed locations and for the discretionary spending categories, most retail real estate formats are now open for business. All but one of Simon Property's retail assets in the US are open now and improving shopper traffic and cash collection trends are encouraging. Moody's expects that occupancy and releasing spreads will remain under pressure although mitigated by the more benign impact on the REIT's outlet and Mills properties that cater to the value shopper and are primarily outdoor format centers.

In the second quarter of 2020, e-commerce penetration received a boost when a sizeable number of stores were closed, and consumers were reluctant to congregate in public spaces. Rationalization of store counts is likely, individual store profitability will be a key consideration, and omnichannel execution has become more important. Moody's expects a 20% industry-wide decline in mall store count which will further strain the credit profiles of properties that were already contending with declining occupancy and pricing spreads. We expect that store count declines for the Simon Property assets would be lower than the broader market trends given the diversity in its portfolio mix, more profitable stores at the outlet and Mills properties, and its strong sponsorship.

In the last year, Simon Property has acquired equity positions in Forever 21, Lucky Brands and Brooks Brothers and has announced its intention to acquire an equity position in J.C.Penney. The amount of capital invested is modest relative to the size of the REIT's resources and the acquisition pricing provides for reasonable ROI potential in the medium term. Greater insight into the retailers' distribution channels and related margins could help Simon Property refine its leasing strategy.

A few months back, Simon Property sued The Gap, Inc. (Ba2, Negative), its largest tenant in terms of revenue contribution, for non-payment of rent and other charges during the pandemic. The retailer accounted for 3.5% of the REIT's annual rent at the end of Q2 2020. Although the REIT has been able to conclude rent negotiations with a majority of its tenants, the outcome of the lawsuit could influence Simon Property's negotiations with the other retailers in the future.

Simon Property's previously announced acquisition of an 80% interest in Taubman Centers, another mall landlord that owns 24 malls, was expected to close this summer but is now in litigation. Simon Property is contesting its merger agreement obligations on the grounds that the pandemic had a disproportionate impact on the Taubman Center's properties and that Taubman Centers' operating performance during the pandemic was weakened by decisions made by its management. Taubman Centers has counter-sued Simon Property. An adverse ruling on the case or any other settlement that results in Simon Property acquiring a stake in Taubman Centers will likely be a significant new investment, the funding strategy for which would influence its leverage metrics.

The REIT's moderate leverage ratios at YE 2019 and strong liquidity position were an advantage as the pandemic related closures caused sharp declines in earnings and cash collections in the second quarter of 2020. At end of Q2 2020, Simon Property's net debt + preferred to EBITDA was 6.2x, including pro-rata share of unconsolidated joint ventures and on a TTM basis, and fixed charge coverage was 4.5x. We expect both metrics to deteriorate, low to mid teens percentage change in net debt to EBITDA and 5-10% for fixed charge coverage on TTM basis, by YE 2020 but would likely recover to current levels in 2021. The REIT's effective leverage ratio ( debt + preferred as a percentage of gross assets including share of unconsolidated joint ventures) was 60.4% on a book value basis at the end of Q2 2020 and secured leverage was 24.3%, but both metrics would have been about 20% stronger if market value estimates of the Simon Property assets are used. The large draw on the credit facility at the end of Q2 2020, which was subsequently repaid with cash on hand and a portion of the proceeds from the $2.0 billion senior unsecured debt issuance in July also weakened the effective leverage ratio at the end of Q2 2020 by about 5%. The REIT's strong liquidity position and consistent capital strategy are credit positives.

As of June 30, 2020, Simon Property's debt maturities through YE 2021 include $702 million of commercial paper and $2.7 billion of mortgage debt with the REIT having paid off the unsecured bond maturing in 2020 with proceeds from the recent debt issue. Simon Property's aggregate credit facility capacity of $9.5 billion, including the $2.0 billion delayed draw term loan facility and excluding the accordion capacities of $1.0 billion each on the main and supplemental lines of credit, provides significant financial flexibility.

FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS

A rating upgrade would require material improvement in the outlook for the REIT's tenants that is reflected by solid NOI growth to about 2019 levels. Additionally, net debt/EBITDA remaining at below 6.0x, fixed charge coverage ratio consistently close to 4.5x or higher and secured leverage close to 20% would be some other important considerations.

The requirement to close a large number of properties for a prolonged period, with significant tenant closures, due to a resurgence in the number of coronavirus cases or a material deterioration in operating metrics such as portfolio lease rate or releasing spreads could create rating pressure. Increased likelihood that net debt to EBITDA would remain well above 7.5x with the current portfolio beyond 2021 and secured leverage close to 30% on a book value basis could also place pressure on ratings.

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.

At the end of Q2 2020, Simon Property owned or had interests in 204 properties in the US including 99 malls, 69 outlet centers, 14 Mills properties, 4 lifestyle centers and 18 other retail properties. The 31-asset international portfolio consists mainly of premium and designer outlet centers in Canada, Europe, and Asia. The REIT also owns a 22.4% equity interest in Klepierre, the French shopping center REIT.

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.

For ratings issued on a program, series, category/class of debt or security this announcement provides certain regulatory disclosures in relation to each rating of a subsequently issued bond or note of the same series, category/class of debt, security or pursuant to a program for which the ratings are derived exclusively from existing ratings in accordance with Moody's rating practices. For ratings issued on a support provider, this announcement provides certain regulatory disclosures in relation to the credit rating action on the support provider and in relation to each particular credit rating action for securities that derive their credit ratings from the support provider's credit rating. For provisional ratings, this announcement provides certain regulatory disclosures in relation to the provisional rating assigned, and in relation to a definitive rating that may be assigned subsequent to the final issuance of the debt, in each case where the transaction structure and terms have not changed prior to the assignment of the definitive rating in a manner that would have affected the rating. For further information please see the ratings tab on the issuer/entity page for the respective issuer on www.moodys.com.

For any affected securities or rated entities receiving direct credit support from the primary entity(ies) of this credit rating action, and whose ratings may change as a result of this credit rating action, the associated regulatory disclosures will be those of the guarantor entity. Exceptions to this approach exist for the following disclosures, if applicable to jurisdiction: Ancillary Services, Disclosure to rated entity, Disclosure from rated entity.

The ratings have been disclosed to the rated entity or its designated agent(s) and issued with no amendment resulting from that disclosure.

These ratings are solicited. Please refer to Moody's Policy for Designating and Assigning Unsolicited Credit Ratings available on its website www.moodys.com.

Regulatory disclosures contained in this press release apply to the credit rating and, if applicable, the related rating outlook or rating review.

Moody's general principles for assessing environmental, social and governance (ESG) risks in our credit analysis can be found at https://www.moodys.com/researchdocumentcontentpage.aspx?docid=PBC_1133569.

At least one ESG consideration was material to the credit rating action(s) announced and described above.

The Global Scale Credit Rating on this Credit Rating Announcement was issued by one of Moody's affiliates outside the EU and is endorsed by Moody's Deutschland GmbH, An der Welle 5, Frankfurt am Main 60322, Germany, in accordance with Art.4 paragraph 3 of the Regulation (EC) No 1060/2009 on Credit Rating Agencies. Further information on the EU endorsement status and on the Moody's office that issued the credit rating is available on www.moodys.com.

Please see www.moodys.com for any updates on changes to the lead rating analyst and to the Moody's legal entity that has issued the rating.

Please see the ratings tab on the issuer/entity page on www.moodys.com for additional regulatory disclosures for each credit rating.

Ranjini Venkatesan
Vice President - Senior Analyst
Corporate Finance Group
Moody's Investors Service, Inc.
250 Greenwich Street
New York, NY 10007
U.S.A.
JOURNALISTS: 1 212 553 0376
Client Service: 1 212 553 1653

Philip Kibel
Associate Managing Director
Corporate Finance Group
JOURNALISTS: 1 212 553 0376
Client Service: 1 212 553 1653

Releasing Office:
Moody's Investors Service, Inc.
250 Greenwich Street
New York, NY 10007
U.S.A.
JOURNALISTS: 1 212 553 0376
Client Service: 1 212 553 1653

No Related Data.
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