Fitch Rates NYC TFA's $190MM Fiscal 2015 E Subser E-3 & E-4 'AAA/F1'
KEY RATING DRIVERS:
The 'AAA' long-term rating with a Stable Outlook is based on the credit quality of the TFA. The 'F1' short-term rating is based on the liquidity support in the form of two separate subseries standby bond purchase agreements (SBPAs) provided by JPMorgan Chase Bank, National Association (rated 'A+/F1', Stable Outlook) for the subseries E-3 and Bank of America, N.A. (rated 'A/F1', Negative Outlook) for subseries E-4.
The SBPAs are sized to cover the payment of the principal component of purchase price plus an amount equal to 35 days of interest calculated at a maximum rate of 9% based on a 365 day year. The coverage is sufficient for each subseries of bonds tendered in the daily, weekly, and two-day rate modes in the event that the proceeds of a remarketing of the bonds are insufficient to pay the purchase price following a mandatory or optional tender. The SBPAs will expire upon the earliest of: (i) April 23, 2019 for subseries 2015 E-3 and April 23, 2018 for subseries E-4, the stated expiration date of each SBPA, unless such dates are extended; (ii) conversion of all of the bonds to an interest rate mode other than the daily, weekly or two-day rate mode; (iii) substitution of the SBPA; (iv) or upon the occurrence of certain other events of default which result in a mandatory tender or termination events related to the credit of TFA which result in an automatic and immediate termination. The short-term 'F1' rating will expire on the expiration or prior termination of each respective SBPA. The remarketing agents for the bonds are J.P. Morgan Securities LLC for the subseries E-3 bonds and Merrill Lynch, Pierce, Fenner & Smith Incorporated for the subseries E-4 bonds. The bonds are expected to be delivered on or about April 23, 2015.
Both subseries of bonds will be issued in the daily rate mode, but may be converted to a weekly, two-day, commercial paper, index, term, stepped coupon, auction or fixed rate. While bonds bear interest in the daily, weekly and two-day modes, interest is paid on the first business day of each month, commencing May 1, 2015. Holders of bonds bearing interest in the daily, weekly and two-day rate modes may tender their bonds for purchase with the requisite prior notice. The tender agent is obligated to make timely draws on each respective SBPA to pay the purchase price in the event of insufficient remarketing proceeds, and in connection with the expiration or termination of each respective SBPA, except in the case of the credit-related events permitting immediate termination or suspension of each respective SBPA.
Funds drawn under the SBPAs are held uninvested and are free from any lien prior to that of the bondholders. Each subseries of bonds is subject to mandatory tender: (1) upon conversion of the interest rate; (2) upon substitution, unless rating confirmation is delivered by all rating agencies then rating the bonds; (3) upon expiration or termination of the SBPA; and (4) following the receipt of written notice from the bank of an event of default under the SBPA, directing such mandatory tender. Optional and mandatory redemption provisions also apply to the bonds.
Bond proceeds will be used to finance capital projects for the City. For more information on the long-term rating, see Fitch's press release dated April 9, 2015, available on Fitch's web site at 'www.fitchratings.com'.
RATING SENSITIVITIES:
The short-term rating reflects the short-term rating that Fitch maintains on the bank providing liquidity support and will be adjusted upward or downward in conjunction with the short-term rating of the bank and, in some cases, the long-term rating of the bonds. The long-term rating is exclusively tied to the creditworthiness of the TFA and will reflect all changes to that rating.
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