New York, September 18, 2018 -- Moody's Investors Service has assigned a P-1 rating to City of San Antonio, TX, Water System Commercial Paper Notes, Series A-1 (Tax-Exempt) (the Notes). The Notes are supported by a liquidity facility in the form of a Revolving Credit Agreement (Liquidity Facility) from JPMorgan Chase Bank, N.A. (the Bank). The Series A-1 Notes will replace the currently outstanding Series A Notes on October 4, 2018.
RATINGS RATIONALE
The rating on the Notes is based on the short-term counterparty risk assessment (CR Assessment) of the Bank as provider of the Liquidity Facility, the City's subordinate pledge of revenues of the water system and Moody's assessment of the likelihood of an early termination of the Liquidity Facility without payment at maturity of the Notes. The short-term CR Assessment of JPMorgan Chase Bank, N.A. is P-1(cr). Events which could lead to the early termination of the Liquidity Facility without payment at maturity of the Notes are directly related to the City's subordinate pledge of revenues of the water systems (current bank note rating of Aa3).
FACTORS THAT COULD LEAD TO AN UPGRADE
- Not applicable
FACTORS THAT COULD LEAD TO A DOWNGRADE
- Moody's downgrades the short-term CR Assessment of the Bank.
- Moody's downgrades the City's bank note rating based on the subordinate pledge of revenues of the water system.
The Bank's obligation under Liquidity Facility may be automatically terminated upon the occurrence of the following events:
- the City fails to pay regularly scheduled principal and interest on any Advance or Loan Note when due;
- the City fails to pay interest on any CP Note;
- the City fails to pay any Specified Debt (bonds notes or similar instruments secured by a lien on Net Revenues which ranks senior to or on parity with the Loan Note);
- a final nonappealable judgment or order for the payment of money in excess of $25,000,000 rendered against the City and payable from Net Revenues remains unsatisfied, unbonded, undismissed and unstayed for a period of 60 days;
- upon the bankruptcy or insolvency of the City;
- any provision of the Liquidity Facility or any other Related Document relating to the City's ability to repay any Loan Advance or Term Loan, to make payments on the Notes or to raise funds to meet such payment obligations or relating to the validity or enforceability of the lien on and pledge of Net Revenues shall cease to be valid and binding on the City as a result of federal or state legislative or administrative action, or shall be declared in a final non-appealable judgment by any court having jurisdiction over the City to be null and void, invalid, or unenforceable;
- the powers of the City shall be limited in any way or the Ordinance shall be modified or amended in any way without the prior written consent of the Bank, in either case, which prevents the City or the Board from fixing, charging or collecting rates and charges for the use and services of the water system in an amount sufficient to pay its debts as they become due;
- the City shall publicly contest any provision of the Liquidity Facility or any other Related Document relating to the City's ability to make payments of principal or interest on the Notes or relating to the validity or enforceability of the lien on and pledge of Net Revenues, or the City shall publicly deny that it has any obligation to make payments on the Notes;
- the rating on any of the City's Specified Debt is withdrawn or suspended or drops below investment grade by each rating agency.
The Issuing and Paying Agent (IPA), The Bank of New York Mellon Trust Company, will issue Notes upon receipt of issuance instructions from the commercial paper dealer, or the City. Notes may not be issued if such issuance would cause the aggregate principal amount of the Notes plus any Series A-2 directly placed notes outstanding to exceed the amount provided for under the Liquidity Facility. Additionally, each Note issued may mature no later than (i) 270 days from the date of issuance; and (ii) the business day preceding the expiration date of the Liquidity Facility.
In the event of a default under the Liquidity Facility, the Bank may send the IPA a No Issuance Notice. Upon receipt of such Notice, the IPA shall stop issuing Notes and upon the payment at maturity of all outstanding Notes the Liquidity Facility will terminate. The IPA will draw on the Liquidity Facility to make all payments of principal when due at maturity to the extent rollover proceeds are not available. The City shall pay interest when due at maturity of the Notes. The Notes are not subject to acceleration prior to maturity.
The Liquidity Facility is sufficiently sized to cover the maximum principal amount of the Notes ($400 million). Draws submitted by the IPA pursuant to the Liquidity Facility by 10:30 a.m. (New York Time) will be paid no later than 1:00 p.m. (New York Time) on the same business day.
The Liquidity Facility will terminate on the earliest of: (i) the stated expiration date, October 4, 2023; (ii) the date on which the available commitment has been reduced to zero and terminated by the City, provided there are no Notes outstanding; (iii) payment at maturity of all Notes outstanding following the IPA's receipt of a No Issuance Notice from the Bank; or (iv) upon an automatic termination event.
The Liquidity Facility may be substituted provided that the IPA has received written evidence from Moody's stating that the rating on the Notes will not be reduced or withdrawn.
METHODOLOGY
The principal methodology used in this rating was Variable Rate Instruments Supported by Conditional Liquidity Facilities published in March 2017. Please see the Rating Methodologies page on www.moodys.com for a copy of this methodology.
REGULATORY DISCLOSURES
For ratings issued on a program, series or category/class of debt, this announcement provides certain regulatory disclosures in relation to each rating of a subsequently issued bond or note of the same series or category/class of debt or pursuant to a program for which the ratings are derived exclusively from existing ratings in accordance with Moody's rating practices. For ratings issued on a support provider, this announcement provides certain regulatory disclosures in relation to the credit rating action on the support provider and in relation to each particular credit rating action for securities that derive their credit ratings from the support provider's credit rating. For provisional ratings, this announcement provides certain regulatory disclosures in relation to the provisional rating assigned, and in relation to a definitive rating that may be assigned subsequent to the final issuance of the debt, in each case where the transaction structure and terms have not changed prior to the assignment of the definitive rating in a manner that would have affected the rating. For further information please see the ratings tab on the issuer/entity page for the respective issuer on www.moodys.com.
Regulatory disclosures contained in this press release apply to the credit rating and, if applicable, the related rating outlook or rating review.
Please see www.moodys.com for any updates on changes to
the lead rating analyst and to the Moody's legal entity that has issued
the rating.
Please see the ratings tab on the issuer/entity page on www.moodys.com
for additional regulatory disclosures for each credit rating.
Joann Hempel
Lead Analyst
Municipal Supported Products
Moody's Investors Service, Inc.
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250 Greenwich Street
New York 10007
US
JOURNALISTS: 1 212 553 0376
Client Service: 1 212 553 1653
Michael Loughlin
Additional Contact
Municipal Supported Products
JOURNALISTS: 1 212 553 0376
Client Service: 1 212 553 1653
Releasing Office:
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JOURNALISTS: 1 212 553 0376
Client Service: 1 212 553 1653