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Fitch Takes Various Rating Actions on Nuveen Muni CEF Preferred Shares on Reorganization
November 7, 2016 / 8:07 PM / a year ago

Fitch Takes Various Rating Actions on Nuveen Muni CEF Preferred Shares on Reorganization

(The following statement was released by the rating agency) NEW YORK, November 07 (Fitch) Fitch Ratings has assigned the following ratings to the preferred shares issued by Nuveen California Quality Municipal Income Fund (NAC) in connection with the fund reorganization described below: --$98,000,000 of VRDP Shares, Series 7, final mandatory redemption on Aug. 3, 2043, rated 'AAA/F1+'. The liquidity provider is Royal Bank of Canada ('AA/F1+'); --$160,000,000 of VRDP Shares, Series 8, final mandatory redemption on Nov. 6, 2026, rated 'AAA/F1'. The liquidity provider is Barclays Bank PLC ('A/F1'). In addition, the long- and short-term ratings of all other preferred shares issued by NAC are affirmed as follows: --$136,200,000 of VRDP Shares, Series 1, final mandatory redemption on June 1, 2041, at 'AAA/F1'. The liquidity provider is Societe Generale ('A/F1'); --$91,000,000 of VRDP Shares, Series 2, final mandatory redemption on Dec. 1, 2040, at 'AAA/F1'. The liquidity provider is Citibank, N.A. ('A+/F1'); --$49,800,000 of VRDP Shares, Series 3, final mandatory redemption on March 1, 2040, at 'AAA/F1+'. The liquidity provider is the Toronto-Dominion Bank ('AA-/F1+'); --$105,600,000 of VRDP Shares, Series 4, final mandatory redemption on Dec. 1, 2042, at 'AAA/F1+'. The liquidity provider is Royal Bank of Canada ('AA/F1+'); --$158,900,000 of VRDP Shares, Series 5, final mandatory redemption on Aug. 1, 2040, at 'AAA/F1'. The liquidity provider is Citibank, N.A. ('A+/F1'); --$158,100,000 of VRDP Shares, Series 6, final mandatory redemption on Aug. 1, 2040, at 'AAA/F1'. The liquidity provider is Citibank, N.A. ('A+/F1'); --$145,000,000 of VMTP Shares, Series 2019, term redemption on July 1, 2019, at 'AAA'. The fund is managed by Nuveen Fund Advisors, LLC (NFA) and subadvised by Nuveen Asset Management, LLC (NAM). KEY RATING DRIVERS The short-term ratings of the VRDP Shares primarily reflect: --The credit strength of the VRDP Shares' liquidity providers noted above; --The terms and conditions of the VRDP Shares purchase agreements. The 'AAA' long-term ratings of the VRDP and VMTP Shares primarily reflect: --Sufficient asset coverage provided to the preferred shares as calculated per each fund's over-collateralization (OC) tests; --The structural protections afforded by mandatory de-leveraging provisions in the event of asset coverage declines; --The legal and regulatory parameters that govern each fund's operations; --The short- and long-term ratings also reflect the capabilities of NFA as investment advisor and NAM as subadvisor. FUND REORGANIZATIONS Nuveen Investments, Inc. (Nuveen) announced the closing of a fund reorganization on Nov. 7, 2016 whereby target funds Nuveen California Dividend Advantage Municipal Fund 2 (NVX) and Nuveen California Dividend Advantage Municipal Fund 3 (NZH) were each reorganized into acquiring fund NAC. NAC was renamed Nuveen California Quality Municipal Income Fund. As a result of the reorganization, substantially all the assets and liabilities of the listed target funds have become assets and liabilities of the acquiring fund. The reorganization has been approved, as applicable, by the common and preferred shareholders of the acquiring and target funds. Upon the closing of the reorganization, holders of the preferred shares of the target fund received, for each preferred share held immediately prior to the reorganization, one preferred share of the same type having substantially the same terms. Fitch now marks the preferred shares of the target funds as Paid in Full. FUND PROFILE The acquiring fund is a closed-end management investment company regulated by the Investment Company Act of 1940 (the Act). Prior to the reorganization, the target and acquiring funds invested in municipal securities that are exempt from regular federal tax and California state income tax, and were permitted to invest up to 20% of assets in below investment grade and / or unrated securities. FUND LEVERAGE AND ASSET COVERAGE As of Sept. 30, 2016, total assets, including the impact of the reorganization on a pro forma consolidated basis, was about $3.8 billion. Total leverage on a pro forma consolidated basis consisted of approximately $1.1 billion of preferred shares and $253 million of tender option bond obligations (TOBs). As of Sept. 30, 2016, asset coverage for the total outstanding preferred shares on a post-reorganization pro forma consolidated basis, as calculated in accordance with the Act, was in excess of the Minimum Asset Coverage of 225% required by the governing documents for the applicable preferred shares. As of Sept. 30, 2016, the effective leverage ratio on a post-reorganization pro forma consolidated basis was 36%. The effective leverage ratio is below the 45% Maximum Effective Leverage Ratio allowed by the applicable governing documents for the VMTP Shares and governing documents and agreements with liquidity providers for the VRDP Shares. STRUCTURAL PROTECTIONS In the event of asset coverage declines, the fund's governing documents require the fund to reduce leverage in order to restore compliance with the applicable asset coverage test. Minimum Asset Coverage compliance is tested daily for the VMTP Shares and monthly for the VRDP Shares. Compliance with the Effective Leverage Ratio is tested daily for VMTP Shares and VRDP Shares. For VMTP Shares and VRDP Shares, failure to cure a breach of the Minimum Asset Coverage requirement by the allotted cure date results in mandatory redemption of sufficient preferred shares to restore compliance. To facilitate redemption, the fund will deposit sufficient proceeds with a third-party tender and paying agent. The time allowed for the fund to restore compliance is consistent with Fitch's 40 to 60-business-day criteria guideline. For VMTP Shares a breach of the Effective Leverage Ratio threshold requires the fund to redeem a sufficient number of preferred shares, and / or reduce the amount of TOBs the fund has outstanding in order to restore compliance. The time allowed for the fund to restore compliance is consistent with Fitch's 40 to 60-business-day criteria guideline. For VRDP Shares of each series, a breach of the Effective Leverage Ratio is a breach of the fee agreement with the applicable liquidity provider and, at the option of the applicable liquidity provider, may result in mandatory tender of VRDP Shares of the applicable series for remarketing (see the VRDP Purchase Obligation section below for additional details). However, in the event of a breach Fitch expects the fund to redeem a sufficient number of preferred shares or reduce the amount of TOBs outstanding in order to restore compliance. The allotted time to restore compliance to the Effective Leverage Ratio test is consistent with Fitch's 40 to 60-business-day criteria guideline. VRDP PURCHASE OBLIGATION The short-term ratings assigned to the VRDP Shares of each series are directly linked to the short-term creditworthiness of the associated liquidity provider. The VRDP Shares are supported by a purchase agreement to ensure full and timely repayment of all tendered VRDP Shares of the applicable series plus any accumulated and unpaid dividends. The purchase agreement is unconditional and irrevocable. The VRDP purchase agreement requires the liquidity provider to purchase all VRDP Shares of the applicable series tendered for sale that were not successfully remarketed. The liquidity provider must also purchase all outstanding VRDP Shares of the applicable series if the fund has not obtained an alternate purchase agreement prior to the termination of the purchase agreement then in effect if not extended at the scheduled termination date or following the downgrade of the liquidity provider's rating below 'F2' (or equivalent). The liquidity provider's role under the fee agreement relating to the purchase obligation for each applicable series has a scheduled termination date. Prior to the scheduled termination date, the fee agreement can be extended to a new scheduled termination date, or a new liquidity provider may be selected. Any future changes to the terms of the fee agreement that weaken the structural protections discussed above may have negative rating implications. STRESS TESTS Fitch performed various stress tests on NAC to assess the strength of the structural protections available to the preferred shares compared to the rating stresses outlined in Fitch's closed-end fund rating criteria. These tests included determining various 'worst case' scenarios where the fund's leverage and portfolio composition migrated to the outer limits of the fund's post-reorganization operating and investment guidelines. Asset coverage available to the preferred shares fell below the 'AAA' threshold, and instead passed at the 'AA' rating level only under remote circumstances, such as increasing the fund's leverage to 45% as well as increasing issuer concentration while simultaneously migrating the portfolio to a level of 55% high yield bonds, above the highest allowable under the fund's post-reorganization expanded investment mandate. Given the highly unlikely nature of the stress scenarios, and the minimal rating impact at the target leverage level, Fitch views the permitted investments, municipal issuer diversification framework, and mandatory deleveraging mechanisms of NAC as consistent with the 'AAA' ratings assigned to the preferred shares. THE ADVISORS The investment advisor for NAC is NFA, a subsidiary of Nuveen Investments. NFA is responsible for the fund's overall investment strategies and their implementation. The subadvisor, NAM, is a subsidiary of NFA that oversees the day-to-day operations of the fund. Nuveen Investments and its affiliates had approximately $244.7 billion of assets under management as of Sept. 30, 2016. RATING SENSITIVITIES The ratings assigned to the preferred shares may be sensitive to material changes in the leverage composition, portfolio credit quality or market risk of NAC, as described above. A material adverse deviation from Fitch guidelines for any key rating driver could cause ratings to be lowered by Fitch. Certain terms relevant to key VRDP structural protections, including Minimum Asset Coverage and the Effective Leverage Ratio are set forth in the fee agreement relating to the purchase agreement and are renewed on a periodic basis. Any future changes to these terms that weaken the structural protections may have negative rating implications. The short-term rating assigned to the VRDP Shares of each series may also be sensitive to changes in the financial condition of the liquidity providers. A downgrade of a liquidity provider to 'F2' would result in a downgrade of the short-term ratings of the applicable VRDP Shares to 'F2,' absent other mitigants. A downgrade below 'F2', on the other hand, would not necessarily result in a downgrade of the short-term rating of the applicable VRDP Shares, given the features in the transactions that would result in a mandatory tender of the VRDP Shares for remarketing, or purchase by the liquidity provider in the event of a failed remarketing. NAC has the ability to assume economic leverage through derivative transactions which may not be captured by the Minimum Asset Coverage test or Effective Leverage Ratio. NAC does not currently engage in speculative derivative activities and does not envision engaging in material amounts of such activity in the future. In fact, such activity is limited by the fund's investment guidelines and could run counter to their investment objectives of achieving tax-exempt income. Material speculative derivative exposure in the future could have potential negative rating implications if it adversely affects asset coverage available to rated preferred shares. Contact: Primary Analyst Ralph Aurora Senior Director +1-212-908-0528 Fitch Ratings, Inc. 33 Whitehall Street New York, NY, 10004 Secondary Analyst Brian Knudsen Associate Director +1-646-5582-4904 Committee Chairperson Greg Fayvilevich Senior Director +1-212-908-9151 Media Relations: Hannah James, New York, Tel: + 1 646 582 4947, Email: For additional information about Fitch's rating guidelines applicable to debt and preferred stock issued by closed-end funds, please review the criteria referenced below, which can be found at on The sources of information used to assess this rating were the public domain and Nuveen Fund Advisors. Opt-in to receive Fitch's forthcoming research on closed-end fund: here Additional information is available at Applicable Criteria Rating Closed-End Funds and Market Value Structures (pub. 09 Sep 2016) here Additional Disclosures Dodd-Frank Rating Information Disclosure Form here _id=1014437 Solicitation Status here Endorsement Policy here ALL FITCH CREDIT RATINGS ARE SUBJECT TO CERTAIN LIMITATIONS AND DISCLAIMERS. PLEASE READ THESE LIMITATIONS AND DISCLAIMERS BY FOLLOWING THIS LINK: here. IN ADDITION, RATING DEFINITIONS AND THE TERMS OF USE OF SUCH RATINGS ARE AVAILABLE ON THE AGENCY'S PUBLIC WEB SITE AT WWW.FITCHRATINGS.COM. PUBLISHED RATINGS, CRITERIA, AND METHODOLOGIES ARE AVAILABLE FROM THIS SITE AT ALL TIMES. FITCH'S CODE OF CONDUCT, CONFIDENTIALITY, CONFLICTS OF INTEREST, AFFILIATE FIREWALL, COMPLIANCE, AND OTHER RELEVANT POLICIES AND PROCEDURES ARE ALSO AVAILABLE FROM THE CODE OF CONDUCT SECTION OF THIS SITE. 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