Fitch Ratings has affirmed the 'AAA' ratings assigned to the following MuniFund Term Preferred Shares (MTP Shares) issued by Nuveen North Carolina Dividend Advantage Municipal Fund 3 (AMEX: NII), a closed-end fund managed by Nuveen Fund Advisors, Inc. and sub-advised by Nuveen Asset Management, LLC:
--$28,725,000 MuniFund Term Preferred Shares, 2.65%, series 2015, with a liquidation preference of $10 per share.
NII issued the MTP shares in February, 2010 to redeem in full outstanding auction rate preferred stock. The MTP Shares are fixed-rate preferred stock with a five-year term ending March 1, 2015, which trade on the New York Stock Exchange (NYSE) under the ticker NII-PrC.
The rating affirmation follows Fitch's annual review of NII. The 'AAA' rating is based on the asset coverage provided to the MTP Shares by NII's managed assets, the structural protections afforded by mandatory de-leveraging provisions in the event of asset coverage declines, the legal and regulatory parameters that govern NII's operations and the capabilities of Nuveen Fund Advisors, Inc. as adviser and Nuveen Asset Management, LLC as sub-adviser. Fitch's rating on the MTP Shares only speaks to timely repayment of interest and principal in accordance with the governing documents and not to potential liquidity in the secondary market.
As of Jan. 31, 2011 NII's leverage was approximately $36.6 million (40% of managed assets). Leverage consisted of approximately $28.7 million of Fitch-rated MTP Shares and $7.5 million of floating-rate certificates of tender option bonds.
As of the same date, NII's asset coverage ratio for total outstanding preferred shares, as calculated in accordance with the Investment Company Act of 1940, was 288%, which is in excess of the minimum asset coverage of 225% required by the fund's governing documents (Preferred Asset Coverage Test). NII's pro forma effective leverage ratio of 40% for both preferred shares and floating-rate certificates of tender option bonds was lower than 50%, which is the maximum leverage ratio allowed by the fund's governing documents (Effective Leverage Test). Should the Preferred Asset Coverage Test decline below its threshold amount or the Effective Leverage Test increase above its threshold amount, the governing documents' mandatory redemption provisions will require NII to reduce the leverage in a sufficient amount to restore compliance with the applicable asset coverage test(s).
Fitch performed various stress tests to assess the strength of the structural protections available to the MTP Shares compared to the rating stresses outlined in Fitch's closed-end fund rating criteria. These tests included determining various scenarios where NII's leverage and portfolio composition migrated to the outer limits of the fund's operating and investment guidelines. For example, Fitch modified NII's leverage amount and composition, in terms of tender option bond leverage versus MTP Shares leverage, and portfolio composition, in terms of credit quality and issuer and industry concentration. Only under remote circumstances, such as increasing tender option bond leverage to half of NII's overall leverage while simultaneously migrating the portfolio to 80% 'BBB', 10+ years to maturity bonds and 20% high yield bonds, did the asset coverage available to the MTP Shares fall below the 'AAA' threshold, and instead passed at a 'AA' rating level. Given the nature of these stress scenarios, combined with their minimal rating impact, Fitch views NII's permitted investments, municipal issuer diversification framework and mandatory deleveraging mechanisms (as set forth under the Preferred Asset Coverage Test and Effective Leverage Test) as consistent with an 'AAA' rating.
Fitch notes that NII has the ability to assume economic leverage through derivative transactions, which may not be captured by the fund's Preferred Asset Coverage Test or Effective Leverage Test. NII does not currently engage in derivative activities and does not envision engaging in material amounts of such activity in the future. In fact, such activity is limited by NII's investment guidelines and may run counter to the fund's investment objective of achieving tax-exempt income. Utilization of material derivative exposure in the future may have potential negative rating implications if it adversely affects asset coverage available to rated MTP Shares.
Nuveen North Carolina Dividend Advantage Municipal Fund 3 is a diversified closed-end management investment company that commenced investment operations on Sept. 25, 2002. NII's investment objectives include providing current income exempt from regular federal income taxes and North Carolina income taxes. NII pursues these objectives, under normal circumstances, by investing at least 80% of managed assets in such tax-exempt municipal securities.
Furthermore, under normal circumstances, NII invests at least 80% of managed assets in investment grade quality municipal securities, at the time of purchase, or unrated securities judged to be of comparable quality by Nuveen Asset Management, LLC. Not more than 20% of NII's assets may be invested in securities rated below 'BBB'. Additionally, not more than 10% of NII's assets may be invested in securities rated below 'B-', by Fitch or of comparable quality, at the time of purchase.
Nuveen Fund Advisors, Inc., NII's investment adviser, is responsible for determining the fund's overall investment strategies and their implementation. Nuveen Asset Management, LLC oversees the day-to-day operations of NII. Nuveen Fund Advisors, Inc. is a wholly owned subsidiary of Nuveen Investments, Inc. Founded in 1898, Nuveen Investments, Inc. and its affiliates had approximately $163 billion of assets under management as of Sept. 30, 2010. Nuveen Asset Management, LLC is a wholly owned subsidiary of Nuveen Fund Advisors, Inc.
As of the date of this press release, the state of North Carolina was rated 'AAA' with a Stable Outlook by Fitch. Nevertheless, Fitch continues to regularly assess the appropriateness of its rating criteria in light of market developments. In particular, Fitch perceives there to be higher risk, on average, for single state CEFs relative to nationally diversified CEFs, particularly with respect to those single state funds invested in states facing budgetary crises. Fitch's rating criteria call for higher asset coverage (lower leverage) for single-state CEFs.
As described above, the rating assigned to MTP Shares may be sensitive to material changes in the leverage composition, credit quality of managed assets or market risk profile of NII. A material adverse deviation from Fitch guidelines for any key rating driver could cause ratings to be lowered by Fitch. For additional information about Fitch rating guidelines applicable to debt and preferred stock issued by closed-end funds, please review the criteria referenced below, which can be found on Fitch's web site at www.fitchratings.com.
Additional information is available at www.fitchratings.com.
The sources of information used to assess this rating were the public domain and Nuveen Asset Management.
Applicable Criteria and Related Research:
--'Closed-End Fund Debt
and Preferred Stock Rating Criteria' (Aug. 17, 2009);
--'Fitch
Launches 'CEF Updates' for Closed-End Fund's (Nov. 8, 2010);
--'Closed-End
Funds: Evolving Use of Leverage and Derivatives' (Sept. 27, 2010);
--'Closed-End
Funds: Redemptions Provide Some Liquidity to Illiquid ARPS Market' (Aug.
31, 2010);
--'Closed-End Funds: Fitch Clarifies Criteria for
Make-Whole Amounts and Other Prepayment Obligations' (March 18, 2010).
Applicable Criteria and Related Research:
Closed-End Fund Debt and
Preferred Stock Rating Criteria
http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=462492
Closed-End
Funds: Evolving Use of Leverage and Derivatives
http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=559525
Closed-End
Funds: Redemptions Provide Some Liquidity to Illiquid ARPS Market
http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=552106
Closed-End
Funds: Fitch Clarifies Criteria for Make-Whole Amounts and Other
Prepayment Obligations
http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=504986
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Contacts:
Fitch Ratings
Primary Analyst:
Ian Rasmussen, +1-212-908-0232
Senior
Director
Fitch Inc.
One State Street Plaza
New York, New
York, 10004
or
Secondary Analyst:
Russ
Thomas,+1-312-368-3189
Director
or
Committee Chairperson:
Viktoria
Baklanova, CFA, +1-212-908-9162
Senior Director
or
Sandro
Scenga, +1-212-908-0278
sandro.scenga@fitchratings.com