TEXT - Fitch rates HCP Inc notes 'BBB+'

Thu Nov 15, 2012 1:30pm EST

Nov 15 - Fitch Ratings has assigned a 'BBB+' rating to the $800 million
2.625% senior notes due 2020 issued by HCP, Inc. (NYSE: HCP). The 
notes were priced at 99.729% of par to yield 2.667%. 

Net proceeds from the offering are expected to be used to repay amounts 
outstanding on bank credit facility related to the previously announced $1.73 
billion senior housing acquisition. Proceeds may also be used for general 
corporate purposes including the repayment of 2013 debt maturities and future 
acquisitions. 

Fitch currently rates HCP as follows:

--IDR 'BBB+';
--Unsecured bank credit facility 'BBB+';
--Senior unsecured notes 'BBB+'.

The Rating Outlook is Stable. 

The ratings reflect HCP's credit strengths, namely steady cash flows from a 
large portfolio of high-quality properties across the health care real estate 
spectrum, maintenance of leverage and fixed charge coverage metrics appropriate 
for the rating category, manageable lease expiration and debt maturity schedules
and financial flexibility stemming from a large unencumbered pool to support 
unsecured borrowings. Credit concerns include operator and geographic 
concentration. HCP's credit metrics are unaffected pro forma for the note 
issuance and senior housing acquisition except for liquidity coverage which 
improves due to the repayment of amounts outstanding on the bank credit 
facility. 

HCP's portfolio includes assets across the health care property spectrum by both
type and structure, including senior housing, post-acute and skilled nursing, 
medical office, life science, and hospitals. The diversified portfolio reduces 
exposure to individual demand drivers. HCP's cash flows have significant 
embedded stability, with long-term leases in place in conjunction with annual 
rent escalators. 

Same-property net operating income (NOI) increased 3.8% for the nine months 
ended Sept. 30, 2012, behind the 4.7% and 4% growth during 1Q'12 and 2011, 
respectively and as compared to trough growth of 1.6% in 2008 during the 
financial crisis. The strong fundamentals result from the lease structures 
(generally triple-net with contractual increases) as well as HCP's active 
management. Fitch estimates same-property NOI growth to remain within the 
historical 2% - 4% range through 2014 despite the regulatory-based headwinds 
some operators are facing. 

HCP's pro forma fixed charge coverage was 3.1x for the trailing twelve months 
ended Sept. 30, 2012 (TTM) as compared to 3.0x for the TTM ended Sept. 30, 2012 
and 2.9x for the year ended Dec. 31, 2011. Fitch projects fixed charge coverage 
to remain at or above 3.0x beginning in 2013. Fitch defines fixed charge 
coverage as recurring operating EBITDA less recurring capital expenditures less 
straight-line rent adjustments and direct financing lease accretion, divided by 
interest expense, capitalized interest and preferred dividends. 

HCP's pro forma leverage was 5.4x as of Sept. 30, 2012 and is within a range 
that is appropriate for a 'BBB+' IDR. Leverage was 5.4x for the TTM ended Sept. 
30, 2012 and 5.3x the year ended Dec. 31, 2011. Fitch projects HCP's leverage to
remain around 5.0x through 2014. Fitch defines leverage as net debt divided by 
recurring operating EBITDA. 

HCP's pro forma liquidity position is appropriate for the rating at 1.1x for the
period Oct. 1, 2012 to Dec. 31, 2014. Additionally, the company's debt maturity 
schedule is well-laddered, with no more than 10% of pro forma debt maturing on 
an annual basis through 2015. Fitch defines liquidity coverage as sources of 
liquidity (unrestricted cash, availability under the company's unsecured 
revolving credit facility, expected retained cash flows from operating 
activities after dividends and distributions) divided by uses of liquidity 
(remaining funding obligations, pro rata debt maturities and estimated recurring
capital expenditures). 

HCP maintains solid financial flexibility stemming mainly from its large 
unencumbered property pool, which serves as a source of contingent liquidity. 
HCP's unencumbered assets increased as a result of the recent senior housing 
acquisition. Using a blended, stressed cap rate of 8.5%, HCP's pro forma 
unencumbered asset coverage of unsecured debt was approximately 2.2x, which is 
solid for the 'BBB+' IDR. 

Credit concerns include operator and geographic concentration. HCR ManorCare 
represents 30% of HCP's revenues (pro forma) and increases HCP's exposure to 
government reimbursement risk. Partially offsetting this concentration is the 
master lease structure and covenants to provide protection to HCP at the 
guarantor level. 

Further, HCP's portfolio has been and remains geographically concentrated, 
despite the company maintaining a diversified investment platform. As of Sept. 
30, 2012, approximately 32% of HCP's consolidated (not pro forma) net operating 
income from wholly owned assets was generated from properties located in 
California and Texas (though this is down from 47% as of Dec. 31, 2010). 

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

 

--Reduced tenant concentration;

--Fitch's expectation of fixed charge coverage sustaining above 3.0x for several
consecutive quarters (coverage was 3.1x for the pro forma TTM ended Sept. 30, 
2012);

--Fitch's expectation of net debt to recurring operating EBITDA sustaining below
4.5x (pro forma TTM leverage was 5.4x as of Sept. 30, 2012). 

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

--Fixed-charge coverage sustaining below 2.5x;
--Leverage sustaining above 6.0x;
--A liquidity shortfall.
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