Fitch Affirms Boston Properties' IDR at 'BBB+'; Outlook Stable

Fitch Ratings has affirmed the Issuer Default Ratings (IDR) for Boston Properties, Inc. (NYSE: BXP) and its operating partnership, Boston Properties, L.P. (collectively Boston) at 'BBB+'. The Rating Outlook is Stable. A full list of rating actions follows at the end of the release.

KEY RATING DRIVERS

BXP's superior portfolio asset quality, management and capital access support the ratings. The ratings also reflect BXP's adequate liquidity position that is supported by its large unrestricted cash balance, retained free cash flow, near full availability under its $1 billion revolving credit facility and its large unencumbered pool of high quality assets in markets with excellent transaction and financing liquidity characteristics.

The ratings are balanced by the company's moderately concentrated geographical footprint and related exposure to finance, legal and government and defense industry tenants, combined with relatively soft operating fundamentals. Execution and liquidity risks associated with the company's development platform are also credit concerns.

SUPERIOR ASSET QUALITY

BXP owns a high-quality portfolio of predominantly class A office properties located in supply-constrained central business district (CBD) markets. The company's CBD properties are often leading properties in their submarkets that compete for the highest profile tenants, and have historically attracted significant investor and lender interest. The latter enhances BXP's contingent liquidity profile, including during challenging property and capital market environments.

APPROPRIATE LEVERAGE AND COVERAGE

Fitch expects BXP's leverage to be in the low 6.0x range through 2017, which is strong for a 'BBB+' rated office REIT with BXP's large size, superior portfolio asset quality and excellent track record of capital access and financial discipline. BXP has opportunistically sold assets to take advantage of strong investor demand for core properties in high barrier markets and build liquidity for its development platform, which has helped drive the company's leverage lower.

Fitch's ratings for BXP assume that it will continue to manage leverage closer to its 6.5x to 7.0x target through-the-cycle despite the projections of lower leverage through the rating horizon. Fitch views a large, opportunistic acquisition or additions to the development pipeline as the most likely causes for the company's leverage to move higher, although Fitch has not assumed them in its rating case forecast. BXP's net debt to recurring operating EBITDA for the trailing 12 months (TTM) was 5.6x as of June 30, 2015 and its annualized second-quarter 2015 (2Q'15) leverage was 6.2x.

Fitch does not calculate BXP's metrics on a look-through basis for JVs. All of the company's pro rata unconsolidated JV debt is nonrecourse to BXP. Although BXP has contributed equity to right-size mortgages at times, it has also been willing to offer deeds in lieu of foreclosure on assets where it feels the value of the assets is permanently impaired below the value of the mortgage.

Fitch expects BXP's fixed charge coverage will improve to the mid-to-high 2.0x range through 2017, aided by low single digit cash same store net operating income (NOI) growth, incremental NOI from new developments and interest savings from refinancing upcoming debt maturities. BXP's fixed-charge coverage was 2.4x for the TTM ended June 30, 2015. Fitch defines fixed charge coverage as recurring operating EBITDA, including recurring cash distributions from joint ventures, less straight line rents and maintenance CapEx and leasing costs, divided by interest incurred plus preferred dividends.

ADEQUATE LIQUIDITY

BXP maintains an adequate liquidity position. For the period July 1, 2015 to Dec. 31, 2016, the company's base case liquidity coverage ratio is 1.2x. BXP's liquidity coverage would improve to 1.6x assuming the company refinances maturing mortgages at 80% of current balances. Fitch defines liquidity coverage as sources of liquidity (unrestricted cash, availability under the company's unsecured credit facility, and expected retained cash flows from operating activities after dividends) divided by uses of liquidity (pro rata debt maturities, expected recurring capital expenditures, and development costs).

Fitch-estimated development spending of roughly $800 million (representing approximately two-thirds of its $1.3 billion of unfunded development commitments at 2Q'15) through the rating horizon is the largest anticipated use of capital in Fitch's stressed liquidity analysis. BXP likely has some flexibility to defer spending if market conditions weaken unexpectedly and materially. The company demonstrated its willingness to stop development (when possible) in response to changing market conditions when it capped its 250 W. 55th Street development at grade level during the last downturn.

BXP paid out approximately 78% of its adjusted funds from operations (AFFO) as dividends to common shareholders during 2Q15. The company has historically kept its pay-out ratio below 75% - a credit positive. BXP's policy is to pay the minimum 90% of taxable net income dividend required to maintain REIT status. As such, BXP retains approximately $100 million of cash flow per annum that can be used to meet its liquidity obligations including funding new investments and satisfying debt maturities.

EXCELLENT CONTINGENT LIQUIDITY

BXP holds a large, high quality pool of unencumbered assets with well above average financeability and saleability characteristics. As of June 30, 2015, BXP owned or had interests in 137 unencumbered assets that generate annualized cash NOI of approximately $1.026 billion, or 66.6% of its consolidated NOI. The company's unencumbered pool includes a number of trophy assets such as 399 Park Avenue and Times Square Tower in New York, Embarcadero Center One, Two, and Three in San Francisco, the Prudential Center complex in Boston (including three office towers, one of the most productive retail centers in the U.S., and a supermarket), and the Capital Gallery complex in Washington, D.C., among others.

Fitch expects the quality of BXP's unencumbered portfolio to improve further over the rating horizon through the addition of Embarcadero Center 4 in San Francisco and the John Hancock Building in Boston, which are unlikely to be encumbered again when their mortgages mature in 2016 and 2017, respectively. The delivery and stabilization of BXP's high quality development portfolio also will further bolster the company's unencumbered portfolio quality.

The company's unencumbered assets cover unsecured debt 3.4x based on a direct capitalization approach of unencumbered NOI using a stressed 7.5% capitalization rate. Fitch views this level of coverage as strong for the rating, and one of the highest coverages in Fitch's rated universe. BXP has maintained UA/UD coverage between 2.6x - 4.0x since 2009.

ELEVATED 2017 DEBT MATURITIES

Fitch views BXP's debt ladder as reasonably well balanced and manageable, notwithstanding the unusually high (27% of its pro rata debt) amount of debt that matures during 2017. The company has historically been able to go to market with sizable notes offerings to refinance its debt maturities.

The company's 2017 maturities are secured property level mortgages and, therefore pose limited risk to the corporate entities that Fitch rates. However, Fitch expects the company to unencumber the Hancock Building in Boston with unsecured debt capital when that mortgage matures in 2017. The majority ($1.6 billion; 51%) of its 2017 maturities relates to the company's 767 5th Avenue (GM Building) consolidated JV that Fitch expects will be refinanced with secured mortgage debt. The superior asset quality and conservative existing leverage on the asset limit the refinance risk.

BXP has entered into a handful of forward-starting interest rate swap to lock in interest rates for a portion of its planned refinancings of the $750 million mortgage loan at 599 Lexington Avenue in New York (matures on March 1, 2017 and can be prepaid without penalty beginning in September 2016), as well as the $1.6 billion mortgage loan at 767 Fifth Avenue (matures on October 7, 2017 but can be prepaid without penalty beginning in June 2017). BXP also plans on refinancing in late 2016 and early 2017 its remaining maturing mortgage loans that are not being targeted by its interest rate swap strategy. Fitch expects the company to monitor opportunities to accelerate these financings which could occur earlier in 2016 or even late in 2015, notwithstanding associated prepayment penalties.

BXP proactively renegotiated and expanded its unsecured revolving line of credit in July 2013 - well ahead of the prior line's June 2014 expiration - partly to ensure adequate liquidity to handle its large maturities in 2017. At that time, BXP increased the capacity on its line to $1 billion from $750 million and purposefully set the expiration date beyond its 2017 maturity wall. The company also negotiated an expanded $500 million accordion feature as a potential source of additional contingent liquidity, up from $250 million previously.

TENANT INDUSTRY CONCENTRATION RISK

The company has a high proportion of financial, legal and government related tenants in its portfolio. Tenants in these segments comprised approximately 28%, 25% and 4% of gross rent, respectively, for a combined total of 57% as of June 30, 2015. Lower trading volumes and increased regulation are key financial services companies resulting in delayed leasing decisions, at best, and, in many instances, led to reductions in space demand. Legal tenants continue to optimize their space needs and are often shrinking their office footprints when leases expire. Finally, the U.S. Government (BXP's largest tenant at 6.4% of leased square feet) and related government contractors are demanding less space due in large part to the impact sequestration, particularly in the Washington D.C. metro area.

DEVELOPMENT RISK

Development is a key component of BXP's strategy and the company has historically allowed its pipeline of projects under construction to become a large percentage of its portfolio on both a relative and absolute basis. For example, the pipeline grew to 20.3% of total undepreciated book assets in 2Q'08, with the unfunded portion representing 11% of total assets.

The total estimated investment of BXP's development pipeline was $2.4 billion at June 30, 2015, which represented 10.5% of total assets with the unfunded portion comprising a smaller 5.8% of total assets. Fitch would view cautiously a pipeline that grows close to 20% of total assets or approaching 10% of remaining funding, absent significant pre-leasing.

PREFERRED STOCK NOTCHING

The two-notch differential between BXP's IDR and its preferred stock rating is consistent with Fitch's criteria for corporate entities with an IDR of 'BBB+'. Based on Fitch's research on '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.

STABLE RATING OUTLOOK

The Stable Outlook reflects Fitch's expectations that fixed-charge coverage and leverage will sustain at the current levels over the next 12 - 24 months.

KEY ASSUMPTIONS

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

--SSNOI is flat during 2015, down 1% during 2016 and up 3% during 2017;

--$100 million of acquisitions during 3Q'15 and no acquisition in 2016 and 2017;

--$550 million of dispositions during 2H15, none thereafter;

--Development completions of $300 million, $500 million and $400 million during 2015, 2016 and 2017, respectively;

--BXP pays a special dividend of $200 million stemming from gains on 2015 property sales;

--G&A growth of 2% per annum through 2017.

RATING SENSITIVITIES

Although Fitch does not expect positive rating momentum, the following factors could result in an upgrade to BXP's ratings and/or Outlook:

--Fitch's expectation of leverage sustaining below 6.0x for several quarters (leverage was 5.6x for the TTM as of June 30, 2015).

--Fitch's expectation of fixed-charge coverage sustaining above 3.0x for several consecutive quarters (coverage was 2.4x for the TTM ended June 30, 2015);

Conversely, the following factors may result in negative momentum in the ratings and/or Outlook:

--Fitch's expectation of net debt to recurring operating EBITDA sustaining above 7.5x.

--Fitch's expectation of fixed-charge coverage sustaining below 2.0x;

--A liquidity coverage ratio of below 1.0x.

FULL LIST OF RATING ACTIONS

Fitch has affirmed the following ratings:

Boston Properties, Inc.

--Issuer Default Rating (IDR) at 'BBB+';

--Preferred stock at 'BBB-'.

Boston Properties, L.P.

--IDR at 'BBB+';

--Unsecured revolving credit facility at 'BBB+';

--Senior unsecured notes at 'BBB+'.

The Rating Outlook is Stable.

Date of Relevant Rating Committee: October 2, 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 Non-Financial Corporate Issuers (pub. 12 Jun 2015)

https://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=867275

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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https://www.fitchratings.com/creditdesk/press_releases/content/ridf_frame.cfm?pr_id=991825

Solicitation Status

https://www.fitchratings.com/gws/en/disclosure/solicitation?pr_id=991825

Endorsement Policy

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