OREANDA-NEWS. Fitch Ratings has assigned a 'BBB-' rating to the senior unsecured notes due 2026 issued by Care Capital Properties, L. P. ('BBB-') the operating partnership of Care Capital Properties, Inc. (NYSE: CCP). A complete list of ratings follows the end of this release.

KEY RATING DRIVERS

The ratings reflect the strength of CCP's headline metrics and industry-tenured management team offset by the focus on skilled nursing and post-acute facilities and an immature capitalization. The latter will have been largely addressed upon a successful completion of this issuance and in conjunction with the recent private placement, term loan and other swap agreements which reduced CCP's reliance on shorter tenor, floating-rate bank debt.

STRONG HEADLINE METRICS

Fitch expects CCP will operate within its targeted capitalization through 2017. Fitch's forecasts assume leverage will sustain in the 4.5x-5x range before adjusting for the timing effects of acquisitions. Leverage was 4.9x for the quarter ended March 31, 2016. Fixed-charge coverage (FCC) has come down from being uniquely high due to CCP's debt initially being 100% floating-rate after $400 million in swap agreements, the $200 million fixed-rate term loan, the $100 million private placement, and this issuance. Fitch expects FCC will moderate towards 5x over the rating horizon and closer to the industry average thereafter. FCC was 8.4x for the quarter ended March 31, 2016. Fitch defines leverage as debt less readily available cash-to-recurring operating EBITDA. FCC is defined as recurring operating EBITDA less straight-line rent and recurring maintenance capital expenditures-to-total interest incurred.

FOCUSED INVESTMENT STRATEGY WITH EXPERIENCED MANAGEMENT TEAM

CCP was created through a spin-off of the majority of Ventas, Inc.'s ('BBB+'/Stable) skilled-nursing properties leased to private operators in August 2015. Ventas retained properties leased to larger public tenants. CCP's portfolio comprised 351 properties leased to 38 operators across 36 states as of March 31, 2016. CCP has a strong management team with extensive health care real estate and capital markets experience. Many of the company's key executives held high-level positions at Ventas prior to the spin-off.

COMMONALITY OF TENANT REVENUE SOURCES MITIGATES OPERATOR DIVERSIFICATION BENEFITS

Fitch views skilled nursing real estate (and by extension pure-play REITs) as having more risk than other real estate subsectors due to the potential for legislative or regulatory changes (including the annual changes to reimbursement amounts by the Center for Medicare and Medicaid Services). These unilateral actions can impact the profitability of most tenants, partially mitigating the benefits of tenant and geographic diversification. Fitch expects skilled nursing operators' margins will be pressured for the foreseeable future due to increasing coverage under Medicare Advantage (i. e. shorter stays and lower rates); Department of Justice investigations into billing practices; and various pilot programs related to the Affordable Care Act. Moreover, the cost of capital for healthcare REITs with meaningful exposure to skilled nursing (e. g. CCP) has become increasingly tethered to operator market sentiment.

Another limiting factor on the rating (but inherent to the strategy) is CCP's exposure to private, unrated operators, which limits the extent to which Fitch can assess their creditworthiness. Rent coverage, as measured by earnings before interest, tax, depreciation and amortization, rent and management fees, of 1.8x at March 31, 2016 is comparable to peers and implies some cushion to sustain annual rental increases and/or unforeseen changes to reimbursement rates.

TRANSITIONING TO A MATURE CAPITALIZATION

At its onset, CCP's dependence on shorter-term, floating-rate bank capital was one of the biggest credit weaknesses and CCP had not made as much progress as Fitch expected when assigning ratings in third quarter 2015. Upon successful completion of this issuance and in conjunction with the recent private placement, term-loan and other swap agreements, CCP will have significantly reduced its reliance on shorter tenor, floating-rate bank debt. Moreover, CCP will have demonstrated access to both the public and private placement debt markets.

APPROPRIATE LIQUIDITY; CONCENTRATED DEBT MATURITIES

CCP's balance sheet has significant bullet maturity risk with large portions of debt coming due before considering this issuance. Assuming a $500 million issuance, approximately 32% would mature in 2026. Perversely, this results in appropriate liquidity through the rating horizon, as the company will have its $600 million unsecured revolving credit facility due 2019 (and extendable to 2020 at CCP's option) and retained cash flow from operations after dividends to fund investments without any offsetting debt maturities. Fitch estimates CCP will be able to retain $50 million-$75 million of cash flow per year given its targeted dividend payout ratio of less than 80% of funds from operations (FFO) and limited maintenance capital expenditures. Adjusted FFO payout was 73% for the 12-month period ending March 31, 2016.

As CCP's portfolio is entirely unencumbered, it will benefit from significant financial flexibility. Fitch estimates unencumbered assets covered unsecured debt by 1.9x-2.3x assuming a stressed 10%-12% cap rate. However, this flexibility is tempered in part by the Tax Matters Agreement, which lasts two years from the time of the spin-off. The agreement restricts certain transactions that could result in CCP's spin-off no longer being considered tax-free. As part of this agreement, CCP cannot sell more than 30% of its assets (based on market value). CCP could seek to sell more assets by obtaining a waiver from the IRS or if the IRS would consider sales as part of the ordinary course of business.

STABLE OUTLOOK

The Stable Outlook reflects Fitch's expectation that CCP will operate within its targeted metrics through the rating horizon and the issuer will have sufficient capacity to address any potential tenant credit issues.

KEY ASSUMPTIONS

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

--General stability in the regulatory and legislative markets resulting in general stability in tenant operator reimbursement levels;

--CCP will complete unsecured debt issuance(s), thus demonstrating access to capital and begin to stagger debt maturities;

--CCP will operate consistent with its operating and financial strategies.

RATING SENSITIVITIES

Although Fitch does not expect positive ratings momentum in the near - to medium-term, the following factors could result in positive momentum in the ratings and/or Outlook:

--Increased scale;

--Fitch's expectation of net debt-to-recurring operating EBITDA sustaining below 4x;

--Fitch's expectation of fixed-charge coverage sustaining above 3.5x.

Should CCP be unable or unwilling to refinance and rebalance its capitalization via public or private placement debt issuances, Fitch could downgrade the IDR to 'BB+', since CCP would have relatively weaker access to capital and a higher-risk capitalization (i. e. bullet maturity and interest rate risk). This scenario will have largely been addressed upon the company successfully completing its inaugural bond deal considering the previously announced swap agreements, term loan and private placement.

In addition, the following factors may also have a negative impact on CCP's ratings and/or Outlook:

--Further pressure on operators through reimbursement cuts;

--Fitch's expectation of leverage sustaining above 5.5x;

--Fitch's expectation of fixed-charge coverage sustaining below 2.5x.

FULL LIST OF RATING ACTIONS

Fitch currently rates CCP as follows:

Care Capital Properties, Inc.

--Issuer Default Rating (IDR) 'BBB-'

Care Capital Properties, L. P.

--IDR 'BBB-';

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

--Senior unsecured term loans 'BBB-';

--Senior unsecured notes 'BBB-'.

The Rating Outlook is Stable.