Fitch Rates Welltower's CAD Senior Unsecured Notes 'BBB+'; Outlook Stable

Fitch Ratings has assigned a 'BBB+' rating to the CAD300 million of 3.35% senior unsecured notes due 2020 issued by HCN Canadian Holdings-1 LP. The issuer is a wholly-owned subsidiary of Welltower Inc. (NYSE: HCN, 'BBB+') and the notes are unconditionally guaranteed. The notes were priced at 99.74% of par to yield 3.407% to maturity. A full list of Fitch's current ratings on HCN follows at the end of this release.

KEY RATING DRIVERS

HCN's Issuer Default Rating (IDR) of 'BBB+' reflects the company's leverage, which is appropriate for a diversified healthcare REIT, and sustained cash flows in excess of fixed charges from a portfolio in markets with strong demographics and derived principally from private pay sources. Credit strengths include strong access to capital and a deep management team. Credit concerns center on the potential for higher volatility in operating cash flows given REIT Investment Diversification and Empowerment Act (RIDEA) structured investments through-the-cycle and Fitch's broader worries concerning the healthcare REIT sector's rapid growth and the risk that companies in the sector may end up paying premium pricing for new investments or incurring higher leverage given the current cost of equity.

LOWER LEVERAGE; FURTHER IMPROVEMENTS TO MODERATE

Fitch projects leverage will remain around 5.5x over the next several years assuming blended 2.5% to 3% same store net operating income (SSNOI) growth and future investments with a split of 40% debt/60% equity and/or proceeds from asset sales. Leverage in the mid-5x range is down from the 6x-7.7x levels reported for the years ended 2010-2013, though these levels were influenced by the timing of acquisition closings.

In a stress case not anticipated by Fitch in which the company achieves lower SSNOI growth over the next several years and lower proceeds from equity offerings and/or asset sales, leverage would approach 6x, which would be weak yet still appropriate for the 'BBB+' rating. Fitch defines leverage as debt less readily available cash divided by recurring operating EBITDA including recurring cash distributions from unconsolidated entities.

Similar to leverage metrics, Fitch projects HCN's fixed-charge coverage (FCC) will maintain in the low-3x range over the next several years, which is appropriate for the rating. FCC was 3.3x for the trailing 12 months (TTM) ended Sept. 30, 2015. Fitch defines FCC as recurring operating less straight-line rents and recurring capital expenditures, divided by total cash interest incurred and preferred dividends.

FOCUSING ON PRIVATE-PAY, LOWER COST SETTINGS; HIGHER RIDEA RISK

HCN's investment thesis focuses on reducing reimbursement risk exposure (private pay comprised 87% of third quarter 2015 [3Q15] facility revenue mix) and focusing on lower cost settings, which Fitch views favorably. However, as a result, HCN's largest segment has been RIDEA seniors housing operating assets which made up 35.1% of 3Q15 NOI, followed by triple net seniors housing at 28.4% and skilled nursing/post-acute at 20.9%.

Fitch views RIDEA structured seniors housing as having the potential for higher volatility through the cycle than other healthcare property types. While Fitch acknowledges the strength of HCN's RIDEA performance to-date, it has not been proven through cycles as the investments were largely made in recent years after the changes in RIDEA regulations allowed for the investments. Operating fundamentals over the past few years have been largely accommodative but have been slowing from high single-digit growth rates to 2.7% for 3Q15 over 3Q'14.

APPROPRIATE LIQUIDITY & STRONG ACCESS TO CAPITAL

Fitch views HCN as having demonstrated strong access to multiple sources of capital across markets and types including in the United States, United Kingdom and Canada. HCN's primary source of liquidity is its $2.5 billion unsecured revolving credit facility due 2018 with a one-year extension option. The facility had full availability at Sept. 30, 2015 after the receipt of net proceeds from the CAD issuance and bore interest at LIBOR + 92.5bps. Debt maturities are generally well-staggered through 2018 when 7%-8% matures per year.

Fitch projects HCN's sources of liquidity cover its uses by 1.5x and 1.1x for the periods Oct. 1, 2015 through Dec. 31, 2016 and Dec. 31, 2017, respectively pro forma for the note issuance. Sources of liquidity include unrestricted cash, availability under the company's unsecured credit facility pro forma, and projected retained cash flows from operating activities after dividends. Uses of liquidity include debt maturities, recurring maintenance capital expenditures, projected development costs and announced investments.

HCN's unencumbered assets provided sufficient contingent liquidity to unsecured bondholders. Assuming a stressed capitalization rate of 8.5%, unencumbered assets covered unsecured debt by 2.6x as of Sept. 30, 2015

PREFERRED STOCK NOTCHING

The two-notch differential between HCN'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', 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.

KEY ASSUMPTIONS

Fitch's key assumptions for HCN in our base case include:

--3% blended SSNOI growth for 2015, followed by a moderation to 2.5% growth in 2016 and 2% in 2017;

--Capex and G&A grow to maintain historical recurring operating EBITDA margins;

--$3.5 billion in acquisitions in 2015 followed by $2 billion annually in 2016-2017 with yields ranging from 6.5%-7% funded with 40% debt and 60% equity and proceeds from asset sales;

--Debt repayment with the issuance of new unsecured bonds.

RATING SENSITIVITIES

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

--Fitch's expectation of leverage sustaining below 4.5x (leverage was 5.5x at Sept. 30, 2015);

--Fitch's expectation of fixed-charge coverage sustaining above 4x (fixed charge coverage was 3.3x for the TTM);

--Fitch's expectation of unencumbered asset coverage of unsecured debt at a stressed 8.5% capitalization rate sustaining above 4x (UA/UD was 2.6x at Sept. 30, 2015).

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

--Increased cash flow volatility through the cycle due to heightened RIDEA exposure and/or a material increase in RIDEA exposure;

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

--Fitch's expectation of fixed-charge coverage sustaining below 3x;

--Fitch's expectation of liquidity coverage sustaining below 1x.

FULL LIST OF RATING ACTIONS

Fitch currently rates HCN as follows:

Welltower Inc.

--Issuer Default Rating 'BBB+';

--Senior unsecured revolving credit facility 'BBB+';

--Senior unsecured term loans 'BBB+';

--Senior unsecured notes 'BBB+';

--Preferred stock 'BBB-'.

Fitch has assigned the following rating:

HCN Canadian Holdings-1 LP

--Senior unsecured guaranteed notes 'BBB+'.

Date of Relevant Committee: April 23, 2015

Additional information is available on www.fitchratings.com

Applicable Criteria

Corporate Rating Methodology - Including Short-Term Ratings and Parent and Subsidiary Linkage (pub. 17 Aug 2015)
https://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=869362

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

Solicitation Status
https://www.fitchratings.com/gws/en/disclosure/solicitation?pr_id=994510

Endorsement Policy
https://www.fitchratings.com/jsp/creditdesk/PolicyRegulation.faces?context=2&detail=31

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