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Fitch Rates MTP Shares Issued by Nuveen California Dividend Advantage Municipal Fund 3 'AAA'

^{Published on 2009-12-22 13:45:12 - Market Wire}
 

NEW YORK--([ BUSINESS WIRE ])--Fitch Ratings has assigned an 'AAA' rating to the following securities issued by Nuveen California Dividend Advantage Municipal Fund 3 (AMEX: NZH), a municipal closed-end fund managed by Nuveen Asset Management:

--Up to $86,250,000 of MuniFund Term Preferred Shares, 2.95% Series 2015, with a liquidation preference of $10 per share (MTP Shares), due Jan. 1 2015.

The closing date occurred on Dec. 22, 2009. The fund used the net proceeds from the sale of MTP Shares to redeem a portion of their Municipal Auction Rate Cumulative Preferred Shares (MuniPreferred), while maintaining or slightly increasing the fund's leveraged capital structure, depending on the extent that the underwriters exercise their overallotment option. As of Nov. 10, 2009, the fund's total assets were approximately $510 million and total pro-forma leverage was approximately $211 million or 41% of total assets, assuming full exercise of the option. The $211 million of pro-forma leverage consisted of approximately $86 million of MTP Shares, $68 million of MuniPreferred, and $57 million of floating rate certificates of tender option bonds.

The 'AAA' rating is based on sufficient asset coverage provided to the MTP Shares by the fund's underlying portfolio of assets, structural protections afforded by mandatory de-leveraging provisions in the event of asset coverage declines, and the capabilities of Nuveen Asset Management as investment advisor. The MTP Shares are expected to trade on the New York Stock Exchange (NYSE) under the ticker 'NZH Pr C' within 30 days after the date of the Dec. 17, 2009 prospectus filing with the Securities and Exchange Commission. Prior to the commencement of trading on the NYSE, MTP Shares will remain illiquid. Regardless, Fitch rating on the MTP Shares only speaks to credit risk of the security and not to potential liquidity in the secondary market.

As of Nov. 10, 2009, the fund's pro-forma asset coverage ratio for total outstanding preferred shares, as calculated in accordance with the Investment Company Act of 1940, were in excess of 225%, which is the minimum asset coverage required by the fund's governing documents (Preferred Asset Coverage Test). As of the same date, the fund's pro-forma asset coverage ratios for both preferred shares and floating rate certificates of tender option bonds, were in excess of 200%, which is also a minimum asset coverage required by the fund's governing documents (Effective Leverage Test). Should either of the asset coverage tests decline below their minimum threshold amounts, the governing documents' mandatory redemption mechanisms will require the fund to delever the affected liabilities in a sufficient amount to restore compliance with the applicable asset coverage test(s).

Fitch notes that the mandatory redemption mechanisms outlined in the fund's operating documents do not specifically reference minimum asset coverage ratios set forth in Fitch's rating criteria. However, Fitch views the fund'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 would also note that the fund 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. The fund has engaged in limited derivative activities in the past, but 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 the fund's investment objective of achieving tax-exempt income. Should material derivative exposure be utilized in the future, this could have potential negative rating implications if it adversely affects asset coverage available to the rated MTP Shares.

Nuveen California Dividend Advantage Municipal Fund 3 is a diversified, closed-end management investment company that commenced investment operations on Sep. 25, 2001. The fund's primary investment objective is to provide current income exempt from regular federal and California income tax. The fund pursues its objective, under normal market conditions, by investing at least 95% of its net assets in such tax-exempt municipal securities. The fund invests at least 80% of its net 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. Not more than 20% of the fund's net assets may be invested in securities rated below 'BBB' and not more than 10% of the fund's net assets may be invested in securities rated below 'B-', at the time of purchase, by Fitch or of comparable quality by other global rating agencies, or in unrated securities that are judged to be of comparable quality by Nuveen Asset Management.

Nuveen Asset Management is the fund's investment adviser, responsible for the fund's overall investment strategy and its implementation. Nuveen Asset Management is a wholly owned subsidiary of Nuveen Investments. Founded in 1898, Nuveen Investments and its affiliates had approximately $141 billion of assets under management as of Sept. 30, 2009.

Applicable criteria are available on Fitch's web site at [ www.fitchratings.com ]: 'Closed-End Fund Debt and Preferred Stock Rating Criteria', dated Aug. 17, 2009.

Additional information is available at [ www.fitchratings.com ].

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