Fitch Upgrades Brookfield Incorporacoes to 'BB'; Rates Proposed Fourth Debenture 'AA-(bra)'

SAO PAULO--()--Fitch Ratings has upgraded the ratings of Brookfield Incorporacoes S.A. (Brookfield Incorporacoes) and Brookfield Sao Paulo Empreendimentos Imobiliarios S.A. (Brookfield SP) and related issuances as follows:

Brookfield Incorporacoes S.A.

--Long-term foreign currency Issuer Default Rating (IDR) to 'BB' from 'BB-';

--Long-term local currency IDR to 'BB' from 'BB-';

--Long-term national scale rating to 'AA-(bra)' from 'A+(bra)';

--BRL100 million first debenture issuance due 2013 to 'AA-(bra)' from 'A+(bra)';

--BRL366 million second debenture issuance due, the first series of BRL285 million in 2014 and the second, of BRL81 million, in 2016, to 'AA-(bra)' from 'A+(bra)';

--BRL300 million third debenture issuance due, the first series of BRL150 million in 2015 and the second, of BRL150 million in 2016, to 'AA-(bra)' from 'A+(bra)'.

Brookfield Sao Paulo Empreendimentos Imobiliarios S.A.

--Long-term foreign currency IDR to 'BB' from 'BB-';

--Long-term local currency IDR to 'BB' from 'BB-';

--Long-term National Scale rating to 'AA-(bra)' from 'A+(bra);

--BRL75 million third debenture issuance due 2012 to 'AA-(bra)' from 'A+(bra)'.

In conjunction with these upgrades, Fitch has assigned an 'AA-(bra)' long-term national scale rating to the proposed fourth debenture issuance of Brookfield Incorporacoes, up to BRL300 million, due, the first series in 2014 and the second in 2016. The proceeds will be used to refinance part of the company's debt as well as to cover general costs.

The Rating Outlook for the corporate ratings is Stable.

The upgrade reflects Brookfield Incorporacoes' capacity to consistently report strong operating performance in a larger scale of operations; the improvement of its strategy to preserve robust liquidity position; and the company's adequate debt maturity profile, with low corporate debt maturing in 2011 and 2012. The ratings also incorporate Brookfield Incorporacoes' position as one of the five largest homebuilders in Brazil; the group's strong brand name and long track record; its solid and diversified landbank to support business expansion; and moderate leverage. The integration and support from the controlling shareholder, Brookfield Asset Management Inc. (BAM; rated 'BBB' by Fitch) and adequate corporate governance practices were also considered in the analysis.

The ratings are constrained by the still high participation of corporate debt in the company's debt profile and negative cash flow from operations, which reflects the business expansion. Brookfield Incorporacoes has the challenge to increase the utilization of lines of credit from the Housing Financial System (SFH), which are more adequate for the sector, and to preserve its current operational metrics in the new cycle of business growth and in an environment of strong competition and increased pressure on labor and raw material costs. Additionally, the company will have to deal with the risk associated with its business strategy to develop the low income segment, which has higher exposure to the cyclicality of the homebuilding industry and is highly correlated to the local economy and strongly vulnerable to an economic slowdown and to restrictions of credit lines.

The ratings of Brookfield SP reflect the ratings of its holding company, Brookfield Incorporacoes, which are based on the consolidated position of Brookfield Incorporacoes and in its 100% ownership of Brookfield SP, which operates as a regional unit, fully integrated to Brookfield Incorporacoes.

Robust Liquidity to Support Business Growth:

Brookfield Incorporacoes has a conservative strategy to preserve strong cash reserve. At the end of March 2011, cash and marketable securities was BRL989 million and total debt was BRL2.5 billion, with BRL406 million due up to the end of 2011 and BRL600 million in 2012. Out of debt maturities in 2011 and 2012, BRL408 million is related to corporate debt. Brookfield Incorporacoes will face higher debt maturities in 2013, of BRL554 million. The company also benefits from the potential liquidity supported by BRL238 million of receivables from completed and sold units not linked to debt.

Brookfield Incorporacoes' strong cash and marketable securities resulted in comfortable cash/short-term debt ratio of 1.8 times (x) and funds from operations (FFO) + cash/short-term debt ratio of 2.1x. The company's strategy to preserve a cash position around BRL1 billion in 2011 and 2012 is positive and should support the expected growth of project launches to a new level of operations.

Consistent Operational Results:

The company's net revenues and adjusted EBITDA consistently increased since 2008. Net revenues increased to BRL3.5 billion in the latest 12 months (LTM) ended March 2011, from BRL792 million in 2008, while adjusted EBITDA (including interest allocated in costs) grew to BRL827 million, from BRL215 million, over the same period. Despite the more adverse environment in 2009 and increased pressure of costs in 2010, Brookfield Incorporacoes was able to preserve adjusted EBITDA margin between 21% and 23%, which is adequate for the sector. Fitch expects gross and EBITDA margins around 30% and 20%, respectively, in 2011.

Brookfield Incorporacoes' construction capacity and diversification strategy by selected region and income segment contributed to the results. The company is responsible for the construction of 100% of its projects, which enhances cost controls and timely delivery of the projects, and is viewed as a competitive advantage. In 2010, Brookfield Incorporacoes launched BRL3 billion in potential sales value (PSV) of projects, compared to BRL2.7 billion in 2008. Sales speed, measured as presales/supply, remained above 13% per quarter since the second quarter of 2009, and was 52% for all of 2010, compared to 38% in 2009 and 28% in 2008, indicating increased and high absorption rate within the industry. The company has the challenge to preserve its historical operational results in a larger scale of operations, as the expectation is to launch about BRL5 billion of PSV in 2011 and BRL5.5 billion in 2012.

Still Low SFH Financing:

Brookfield Incorporacoes' ratings are constrained by the high participation of corporate debt in the company's debt profile. As of March 31, 2011, corporate debt represented 73% of total debt of BRL2.5 billion, as the company financed its business growth mostly with debentures and working capital lines. The still low participation of SFH financing of 27% of total debt in March 2011 (33% in 2009) increases the refinancing risk, as loans from the SFH are guaranteed by specific receivables from units sold and under construction, and are paid upon the delivery of the units and the receivables transferred. Fitch expects a more intensive use of SFH financing in 2011 and 2012, following the already approved and scheduled disbursements for residential projects underway.

Leverage is moderate. In the LTM ended March 2011, total debt/adjusted EBITDA ratio was 3.1x and net debt/adjusted EBITDA was 1.9x. These numbers are in line with the 3.1x and 1.8x, respectively, reached in 2009. Fitch expects leverage ratios to remain around 3.5x in 2011 and increase to around 4.5x in 2012, as total debt should increase to support the development of new projects, with a proportional increase of SFH.

Cash Flow Should Remain Negative in 2011:

Brookfield Incorporacoes generated BRL128 million in FFO in the LTM ended March 2011, compared with BRL318 million in 2010 and BRL456 million in 2009. Despite higher EBITDA in the period, the company's cash generation capacity did not evolve, as increased payment obligations due to strong growth pressured its cash flow. With high working capital needs of BRL1.1 billion, cash flow from operations (CFFO) remained negative at BRL994 million in the LTM ended March 2011. Fitch expects CFFO to remain negative in 2011 and may turn positive in 2012 due to an expected increased inflow from receivables of ready units of BRL1.5 billion during the year. But with the new growth cycle starting in 2011, CFFO should become negative again in 2013.

Solid Track Record in the Brazilian Market:

Brookfield Incorporacoes is among the five largest real estate companies in Brazil by project launches and revenues and has operated in the sector for over 30 years in residential and commercial projects. The company counts on a sizeable and diversified land bank by income segment and region of BRL17.3 billion of PSV, which may cover around 3.5 years of project launches. The partnership with IFC is positive, as the company plans to have from 15% to 20% of project launches in the low income segment.

Brookfield Incorporacoes should continue to benefit from the favorable business environment of the Brazilian homebuilding sector, which has experienced a significant increase in the last few years. The improved fundamentals of the economy led to income per capita growth, as well as more flexible financial conditions to customers. The sector should also benefit in 2011 from the continued government support and strong access to debt and capital markets.

Key Rating Drivers:

The ratings could be negatively affected by a more unstable macroeconomic environment, which may impact the homebuilding sector's fundamentals and pressure the company's liquidity. Increased leverage, a decline in operating margins to levels below the sector average, or a significant reduction in liquidity could lead to consideration of a Negative Outlook or a rating downgrade. Positive rating actions could be driven by a reduction in the participation of corporate debt, coupled with a consistent improvement in the company's free cash flow generation capacity, maintenance of robust liquidity position and operational metrics.

Additional information is available at 'www.fitchratings.com'.

Applicable Criteria and Related Research:

--'Corporate Rating Methodology' (Aug. 16, 2010);

--'National Ratings Criteria' (Jan. 19, 2011).

Applicable Criteria and Related Research:

Corporate Rating Methodology

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=546646

National Ratings Criteria

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=595885

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Contacts

Fitch Ratings
Primary Analyst
Jose Roberto Romero, +55-11-4504-2600
Director
Fitch Ratings Brasil Ltda.
Rua Bela Cintra, 904 - 4 andar,
Consolacao - Sao Paulo - SP - CEP: 01415-000.
or
Secondary Analyst
Fernanda Rezende, +55-11-4504-2600
Director
or
Committee Chairperson
Daniel Kastholm, +1-312-368-2070
Managing Director
or
Media Relations
Cindy Stoller, +1-212-908-0526
cindy.stoller@fitchratings.com

Contacts

Fitch Ratings
Primary Analyst
Jose Roberto Romero, +55-11-4504-2600
Director
Fitch Ratings Brasil Ltda.
Rua Bela Cintra, 904 - 4 andar,
Consolacao - Sao Paulo - SP - CEP: 01415-000.
or
Secondary Analyst
Fernanda Rezende, +55-11-4504-2600
Director
or
Committee Chairperson
Daniel Kastholm, +1-312-368-2070
Managing Director
or
Media Relations
Cindy Stoller, +1-212-908-0526
cindy.stoller@fitchratings.com