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Vornado Realty Trust -- Moody's downgrades Vornado Realty's senior unsecured debt rating to Baa3, outlook is stable

Rating Action: Moody's downgrades Vornado Realty's senior unsecured debt rating to Baa3, outlook is stableGlobal Credit Research - 29 Mar 2022New York, March 29, 2022 -- Moody's Investors Service ("Moody's") has downgraded Vornado Realty L.P.'s senior unsecured debt rating to Baa3 from Baa2. In same rating action, Vornado Realty Trust's (REIT parent of Vornado Realty, collectively ‘Vornado Realty or ‘the REIT') preferred stock rating was also downgraded to Ba1 from Baa3. These rating actions reflect our expectation that the REIT's leverage metrics will remain elevated over the next two years despite income growth and the REIT's capital strategy will include significant secured leverage and large development projects. The outlook was revised to stable from negative.The stable outlook considers the REIT's strong liquidity position, good leasing track record, healthy unsecured debt and interest coverage ratios, and proven capital access.The following ratings were downgraded:..Issuer: Vornado Realty L.P.....Subordinated Shelf, Downgraded to (P)Ba1 from (P)Baa3....Senior Unsecured Shelf, Downgraded to (P)Baa3 from (P)Baa2....Senior Unsecured Regular Bond/Debenture, Downgraded to Baa3 from Baa2..Issuer: Vornado Realty Trust....Preferred Shelf, Downgraded to (P)Ba1 from (P)Baa3....Preferred Shelf Non-cumulative, Downgraded to (P)Ba1 from (P)Baa3....Preferred Stock, Downgraded to Ba1 from Baa3Outlook Actions:..Issuer: Vornado Realty L.P.....Outlook, Changed to Stable from Negative..Issuer: Vornado Realty Trust....Outlook, Changed to Stable from NegativeRATINGS RATIONALEVornado Realty's Baa3 senior unsecured debt rating reflects the strong operating track record of its high quality portfolio of primarily office properties, the laddered lease maturity schedule, diversified tenant base, and elevated leverage metrics. The ratings also incorporate the significant geographic concentration in the REIT's portfolio, its large development pipeline, and the modest unencumbered asset ratio in large part due to its preference for non-recourse, property level mortgage debt.At YE 2021, Vornado Realty's effective leverage (debt + preferred as a % of gross assets) was 54.1% and net debt + preferred to EBITDA was 9.8x, both metrics calculated including pro-rata share of unconsolidated joint ventures and 100% of Alexander's Inc. (NYSE:ALX), a publicly traded REIT in which Vornado Realty owns 32.4% of the equity. Secured leverage, including pro-rata consolidation of JVs and 100% of Alexander's, is also elevated at 38.5%. We expect that the REIT's EBITDA would grow at a healthy pace in 2022 and 2023 due to the completion of two of its large development projects- Farley Building and PENN 1, and improving market conditions in the office and retail segments. Nevertheless, its net debt + preferred to EBITDA ratio would likely remain at about current levels due to continued investment in other development projects including PENN 2 and new sites such as Hotel Penn. Secured leverage would also remain high as mortgage debt will remain an important component of the REIT's financing strategy.Vornado Realty's fixed charge coverage has improved to 2.8x in YE 2021 from 2.4x a year earlier primarily due to recovery in EBITDA. The ratio would likely remain in the 2.5-3.0x over the next two years as improvement in EBITDA would be offset by a modest increase in interest expense related to variable rate debt.The operating environment for New York office landlords has been challenging over the last few quarters with low office utilization, increasing vacancy rates, and a decline in investment activity. However, top-tier assets have outperformed the market by a sizeable margin. According to CBRE-EA, Manhattan office vacancy rate increased by 600 bps since YE 2019. Vornado Realty's occupancy rate declined by 470 bps in the same period. Higher quality office properties with laddered lease maturity schedules were also less vulnerable to rising tenant concession packages that resulted in lower net effective rents. Given the current expectations of recovery in utilization and leasing and a moderate supply pipeline, we expect the REIT's operating metrics like occupancy, renewal pricing and same-store NOI to improve over the next few quarters.New York office and retail properties accounted for almost 82% of Vornado Realty's cash NOI in 2021 and the proportion would likely increase over the next few years with stabilization of its New York projects and, to a lesser extent, growth in retail income. Tenant and tenant sector exposure is moderate and the lease maturity schedule is laddered with only 14.7% of office leases expiring through YE 2023.At the end of 2021, the REIT had a $2.4 billion development pipeline (budgeted cost) with $1.0 billion of remaining investment. Two of its large projects, Farley Building and PENN 1, will be largely completed this year, however, we expect the pipeline to remain meaningful with the addition of new projects such as the Hotel Penn site over the medium term.Predictable cash flows from its high-quality office portfolio, strong liquidity, and proven capital access are some key factors incorporated in Vornado's stable rating outlook.FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGSThe rating could be upgraded if net debt + preferred to EBITDA is at 9.0x or below, fixed charge coverage is above 3.0x, and unencumbered asset ratio is above 65%, all on a consistent basis and including pro-rata share of joint ventures and 100% of Alexander's. Favorable operating trends including improvement in occupancy to pre-pandemic levels and 5% or higher cash re-leasing spreads, and strong liquidity would be some other important considerations for upward ratings movement.Fixed charge coverage below 2.2x, net debt + preferred to EBITDA above 10.5x – both metrics calculated with pro-rata share of joint ventures and 100% of Alexander's, or weak operating metrics would create downward rating pressure.Vornado Realty Trust (NYSE: VNO) is a large office focused REIT that owns over 23 million square feet of office space, including its share in unconsolidated joint venture assets, in New York City, Chicago and San Francisco, owns (has interests in) over 2.2 million square feet of retail real estate.The principal methodology used in these ratings was REITs and Other Commercial Real Estate Firms Methodology published in July 2021 and available at https://www.moodys.com/researchdocumentcontentpage.aspx?docid=PBC_1272320. Alternatively, please see the Rating Methodologies page on www.moodys.com for a copy of this methodology.REGULATORY DISCLOSURESFor 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. 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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 http://www.moodys.com/researchdocumentcontentpage.aspx?docid=PBC_1288235.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.The Global Scale Credit Rating on this Credit Rating Announcement was issued by one of Moody's affiliates outside the UK and is endorsed by Moody's Investors Service Limited, One Canada Square, Canary Wharf, London E14 5FA under the law applicable to credit rating agencies in the UK. Further information on the UK 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 VP - Senior Credit Officer Corporate Finance Group Moody's Investors Service, Inc. 250 Greenwich Street New York, NY 10007 U.S.A. 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