Fitch Affirms BR Properties' IDR at 'BB'; Outlook Stable

  Fitch Affirms BR Properties' IDR at 'BB'; Outlook Stable  Business Wire  RIO DE JANEIRO -- March 21, 2014  Fitch Ratings has affirmed BR Properties S.A.'s (BR Properties) foreign and local currency Issuer Default Ratings (IDR) at 'BB' and long-term national scale at 'AA-(bra)'. Fitch has also affirmed the senior unsecured perpetual notes issuance, in the amount of USD285 million, at 'BB'. The Outlook for the corporate ratings is Stable.  KEY RATING DRIVERS  The ratings reflect BR Properties' leading position in the Brazilian commercial properties segment and its predictable cash flow generation from lease agreements during diverse macroeconomic conditions. The ratings also incorporate the high quality of the properties and of its tenant base which, combined with the scale of its business, adds more consistency to its results.  BR Properties has an adequate financial profile for its business sector and a prudent risk management policy, preserving an adequate cash reserve to cover annual debt amortization and an eventual increase in the vacancy rates. BR Properties' ratings are constrained by the company's low financial flexibility from unencumbered assets, the cyclicality of the commercial properties business, and the company's reliance on long-term lines of credit to finance its expansion plans.  The ratings consider that the possible sale of BR Properties' industrial portfolio during the first half of 2014 should not impact the ratings. The company signed an agreement in March 2014 to sell 34 industrial warehouses to LPP Empreendimentos e Participacoes Ltda. (an entity of the Global Logistic Properties Limited group - GLP) for BRL3.18 billion. The benefits from the transaction to the company's liquidity and credit metrics should be momentary and do not reflect Fitch's expectation for the company's leverage in the long term.  Predictable Operational Cash Flow  BR Properties benefits from a predictable and consistent cash flow from lease agreements. A significant part of the proceeds from the sale of industrial properties, if concluded, should be directed to higher dividends distribution and free cash flow (FCF) should be strongly negative in 2014. FCF should be positive in 2015. The company has been efficient to increase revenues and preserve robust EBITDA margins. In 2013, BR Properties generated BRL811 million of EBITDA, with EBITDA margins of 87.8%, BRL168 million of funds from operations (FFO), and BRL194 million of cash flow from operations (CFFO). With investments of BRL230 million and BRL160 million of dividends, FCF was negative BRL196 million. Fitch expects an annual EBITDA reduction of BRL200 million as a result of the sale of its industrial portfolio.  Moderate Leverage in the Medium Term  BR Properties' ratings incorporate Fitch's expectation that the company's net leverage will be between 4.5x and 5.0x in the medium term, due to the company's growth strategy. Fitch expects a punctual reduction of net debt/EBITDA ratio in 2014, to 3.5x, as BR Properties should benefit from greater cash generation from projects in development and sale of assets. Total debt/EBITDA was 6.9x and net debt/EBITDA was 5.7x in 2013, compared to 9.9x and 8.8x, respectively, in 2012. Relative to the value of the company's property portfolio, leverage is manageable with a loan-to-value ratio of about 41% and 34% on a net basis, at December 2013.  Manageable Liquidity  BR Properties has a prudent risk management policy and has preserved an adequate cash reserve. As of Dec. 31, 2013, the company reported cash and marketable securities of BRL951 million, that covered 1.0x short-term debt of BRL923 million. Total debt was BRL5.6 billion and included two debentures issued in 2013, in the amount of BRL850 million. Fitch considers the concentration of debt maturities of BRL1.6 billion in 2016 manageable and that liquidity should benefit from the BRL3.18 billion sale of properties in 2014, despite potential pressure of higher dividend distribution. Fitch also expects FFO interest coverage to remain around 1.3x in the short term. In 2013, FFO interest coverage was 1.3x, while EBITDA-to-gross interest expense ratio was 1.5x.  BR Properties has limited financial flexibility from its unencumbered assets. As of Dec. 31, 2013, about BRL3.5 billion of total debt was guaranteed by receivables from rental agreements or by the properties. Unencumbered assets had an estimated market value of BRL2.3 billion, which may be available for sale or serve as collateral for a secured financing, if needed. The estimated value of unencumbered assets covered about 1.1x of unsecured debt of BRL2.1 billion. Fitch does not expect a reduction of the portion of its encumbered assets in the medium term.  More Challenging Market Environment  BR Properties' higher vacancy rate is a concern. Vacancy rates increased in 2013 as a result of the deliveries of partially leased properties, in a more challenging market environment. The financial and physical vacancy rates as of December 2013 were 8.6% and 4.1%, respectively. Higher stock in the market also contributed to lower leasing spread in 2013, of 3% above inflation, compared to higher levels reported in 2011 and 2012. BR Properties' lease contract expiration timeline is well distributed, with 8% of the contracts (by revenues) expiring up to the end of 2014 and 12% in 2015. The company has maintained low delinquency rates, even under changing macroeconomic conditions. The company's properties have a favorable leasing profile with tenants representing a cross section of industries. Fitch also considers high the customer concentration, with the five and 10 largest tenants representing about 48% and 64%, respectively, of the company's revenues in 2013.  Sale of Industrial Portfolio  The possible sale of 34 warehouses to GLP is positive in the short term as should improve liquidity and allow some debt reduction. However, it reduces the company's business diversification and financial flexibility. As of Dec. 31, 2013, the company had 120 properties, including projects under development, with a Gross Leasable Area (GLA) of 2,186 thousand square meters and an estimated market value of BRL13.8 billion. Following the sale of properties, GLA should reduce to 966 thousand square meters and estimated market value to BRL10.5 billion. The industrial portfolio represented about 25% of the company's revenues in 2013.  RATING SENSITIVITIES  BR Properties' rating could be positively affected if the company preserves net leverage below 4.5x in the long term, cash to short term debt ratio above 1.0x and FFO interest coverage beyond 2.0x. The ratings could also be upgraded if the unsecured debt covered by unencumbered assets increases significantly.  The rating could be negatively affected by an increase in leverage to levels above 6.0x and liquidity falling to levels that considerably weaken short-term debt coverage. The ratings could also be pressured by vacancy rates consistently above 10% and higher delinquency rates, which could result in a reduction in operational cash generation.  Additional information is available at 'www.fitchratings.com'.  Applicable Criteria and Related Research:  --'Corporate Rating Methodology' (Aug. 5, 2013).  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